Please read these Terms of Service (“Terms”) carefully. The use of our website (www.vencover.com) and our related platform (“Platform”) and the services provided by us (collectively, the “Service”) is subject to these Terms, which constitute a legal and binding agreement between you (“you”) and Ven, Inc. (“Ven,” “we,” or “us”).
These Terms contain a mandatory Arbitration Agreement (defined in Section 16), requiring you to resolve any Claim (as defined in Section 16) between you and Ven through final and binding, individual arbitration, subject to limited exceptions, rather than in court, and requiring you to forego jury trials, class, collective, aggregate, representative, or consolidated actions or proceedings, and all other types of court proceedings of any and every kind. Please review the Arbitration Agreement in Section 16 for details. You will be bound by this Arbitration Agreement, unless you opt out of the Arbitration Agreement by following the opt-out procedures set forth below. By entering these Terms, you expressly acknowledge that you have read and understand all the terms of the Arbitration Agreement.
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
2.1 We operate a Platform that, among other activities, facilitates investment by capital providers (“Capital Providers”) in renewable energy investment opportunities (each, a “Project”) offered by developers (“Project Owners”) and listed on the Service (each, a “Listing”). The consummation of an investment by a Capital Provider in a Project offered by a Project Owner is a “Transaction”. Ven is not a party to Transactions, though Ven may be a third-party beneficiary of such Transactions for purposes of paying certain fees or as otherwise stated in the definitive transaction agreements.
2.2 If you represent a Project Owner, then you may use our Platform to: (a) create and manage your Ven profile and account; (b) upload Project-related information relevant to the Listing; (c) survey the marketplace, interact with Capital Providers and collect interest in your Project; (d) distribute Project-related information to Capital Providers, before or after the completion of a Transaction, including for purposes of due diligence; and (e) negotiate term sheets, definitive transaction documents in connection with the investment in the Project, and other related transaction documents.
2.3 If you represent a Capital Provider, then you may use our Platform to: (a) create and manage your Ven profile and account; (b) survey the marketplace and revise Listings, interact with Project Owners and source Projects for potential investment; (c) receive Project-related information from Project Owners, before or after the completion of a Transaction, including for purposes of due diligence; and (d) negotiate term sheets, definitive transaction documents in connection with the investment in the Project, and other related transaction documents.
To access the Platform, you must register for an account (“Account”). When you register for an Account, you may be required to provide us with information about yourself, including your name, company email address, and information about the Capital Provider or Project Owner, as applicable. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you create an Account, a unique username and password created by you will be associated with that Account (“Account Credentials”). You are required to adopt all necessary measures to ensure that your Account Credentials are kept secure and confidential. You will not disclose your Account Credentials or any information accessible through them, and not to allow access to the Platform to others through the use of your Account Credentials. You remain responsible for activity carried out through your Account Credentials. If you become aware of unauthorized access to your Account, you must change your password and notify us immediately at contact@vencover.com.
You are not required to pay any fees to Ven solely as a result of your agreement to these Terms. However, Ven charges fees in connection with Transactions, and you may be required to agree to separate fee documentation (including an order form) to continue to use the Platform. Ven will not charge you any fees that are not explicitly agreed to by you. However, Ven reserves the right to suspend or terminate your access to the Services, if such fee arrangements are not entered into at the appropriate time.
5.1 Proprietary Rights. The Service is owned and operated by Ven. The visual interfaces, graphics, design, compilation, information, data, software (including source code and object code), products, services and all other elements of the Service provided by Ven (collectively, “Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Ven or its third-party licensors. Ven reserves all rights to the Materials not granted expressly in these Terms.
5.2 Limited License. Subject to the terms and conditions of these Terms, Ven grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service on behalf of the Capital Provider and/or Project Owner that you work for or otherwise represent.
5.3 License Restrictions. Except and solely to the extent such a restriction is prohibited by applicable law, you may not: (a) translate, decompile or reverse-engineer the Service; (b) reproduce, duplicate, distribute, publicly display, or create derivative works of the Service or any components thereof; (c) make modifications to the Service; (d) interfere with or circumvent any feature of the Service, including any security or access control mechanism; or (e) make any use of the Service other than as set forth in these Terms or as permitted by applicable law.
5.4 Feedback. If you provide Ven input, suggestions or other feedback regarding the Service (collectively, “Feedback”), then you hereby grant Ven an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services, without any requirement of attribution or compensation.
You represent, warrant, and covenant to Ven that: (a) the information you provide to Ven in connection with your use of the Services and/or in connection with any Project and/or proposed Transaction is accurate and complete and to the extent you subsequently learn or discover that any information previously submitted is inaccurate or incomplete, you will promptly inform Ven of the same and update such information to make it accurate and complete; and (b) while you are using the Services, you will not violate any applicable laws or third-party rights.
7.1 The Service may display and/or refer to links to other websites that are not owned, managed or controlled by Ven, which you acknowledge as being not attributable to Ven. You acknowledge that Ven does not endorse, monitor, review, or assume any responsibility for the content, products, services, or practices of any third-party websites or services. ACCESS TO AND USE OF SUCH THIRD-PARTY WEBSITES AND SERVICES IS AT YOUR OWN DISCRETION. VEN IS NOT RESPONSIBLE FOR ANY ISSUES ARISING EXCLUSIVELY FROM OR RELATING TO YOUR USE OF OR RELIANCE ON ANY THIRD-PARTY WEBSITES OR SERVICES, EXCEPT WHERE SUCH ISSUES ARE ATTRIBUTABLE TO VEN’S ACTIONS OR OMISSIONS.
7.2 The information presented on or through the Service is made available solely for general information purposes. Ven does not warrant the accuracy, completeness, or usefulness of this information to the extent it is provided for general, non-contractual purposes. Any reliance you place on such information is strictly at your own risk. Ven disclaims liability for any reliance placed on such information by you. Ven may update the information on the Service from time to time, but the information may not always be complete or up to date. Any of the information on the Service may be out of date at any given time, and Ven is under no obligation to update such information. Nothing in this section shall exclude or limit Ven’s responsibility where it is required to provide accurate and up-to-date information under applicable law.
8.1 User Content. Certain features of the Service may permit you to submit, upload, publish, or otherwise make available (“Post”) material, including documents, data, comments, messages, images, audio, video and other content (collectively, “User Content”). As between you and Ven, you retain all proprietary rights in the User Content that you Post to the Service, subject to the licenses granted in these Terms.
8.2 Limited License Grant to Ven. By Posting User Content to the Service, you grant Ven a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully-paid, sublicensable and transferable right and license to distribute, reproduce, modify, adapt, translate, publish, make publicly visible and create derivative works from Usage Data as necessary to: (a) provide the Services; (b) derive, generate, create or compile Usage Data and to use Usage Data as set forth in Section 8.3; and (c) as otherwise required by applicable law.
8.3 Usage Data. We may collect, access, use, disclose, transfer, transmit, store, host and otherwise process information generated from your use of the Service (including technical logs, bid information, pricing information and other transaction terms) (collectively, “Usage Data”) for all lawful business purposes, including to: (a) track use of the Service; (b) provide support for the Service; (c) monitor the performance and stability of the Service; (d) prevent or address technical issues with the Service; (e) improve the Service, our other products and services, and to develop new products and services; and (f) for analytics, benchmarking, marketing and reports. To the extent Ven shares Usage Data publicly, Ven will de-identify or aggregate such Usage Data such that the disclosed data no longer reasonably identifies you or any specific Project. Ven’s rights regarding Usage Data shall survive the termination of these Terms.
8.4 Responsibility for User Content Representations and Warranties. You are liable for the User Content that you Post to the Service and you undertake not to Post to the Service any material that: (a) is false, illegal, misleading, defamatory, slanderous, intimidating, offensive, or in any other way contrary to law or public morality; (b) offends other users; (c) may constitute, encourage, promote, or incite unlawful conduct; or (d) is in breach of any patent, trademark, trade secret, copyright or any other intellectual property right, industrial property right, or of any other applicable law. By Posting User Content, you represent and warrant to us that you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Ven and users of the Service to exercise the licenses granted by you to User Content in this Terms.
8.5 Monitoring. Ven does not control and does not have any obligation to monitor: (a) User Content; or (b) the use of the Service by its users. However, Ven reserves the right to, and may from time to time, monitor User Content and use of the Service by its users for operational, compliance, legal and other purposes. If Ven believes that a party is prohibited, or may be prohibited, from entering into a Transaction on the Platform due to violation of law or any third party right or contract or that User Content was Posted in violation of these Terms, Ven may remove such user’s User Content and Ven shall have no responsibility or liability for any loss or damage incurred as a result of the removal of such User Content, including any loss of revenues, profits or business opportunity.
You agree not to and not to authorize others to:
9.1 Make use of the Service other than as set forth in these Terms or as permitted by applicable law;
9.2 Interfere with security-related features of the Service, including by disabling or circumventing features that prevent or limit use, printing or copying of any content;
9.3 Translate, decompile, reverse engineer or otherwise attempt to discover the source code, algorithms or logic of any portion of the Service, except to the extent that the activity is expressly permitted by applicable law;
9.4 Interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) collecting personal information about another user or third party without consent; or (c) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
9.5 Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity or accessing any other user’s Account without permission;
9.6 Submit bids, respond to bids, or otherwise communicate in respect of a Transaction if you do not have a good faith intent to enter a Transaction consistent with the terms of any bid or response to any bid; or
9.7 Take any effort to manipulate terms, conditions, pricing, or other elements of the Platform.
We reserve the right to modify these Terms at any time. Any modifications will be published on the Service and communicated to you by Account notification. Unless otherwise specified in the notice, all modifications to these Terms will become effective thirty (30) calendar days after the date the notice is provided to you. Continued use of the Service after the effective date of any modifications constitutes acceptance of the revised Terms. Should you be unwilling to accept the changes to these Terms, you may at any time delete your Account and stop your use of the Service. To the extent any revisions directly conflict with any separate agreement that you have previously made with Ven related to the Service outside of these Terms (including via an addendum to these Terms, a cloud services agreement or a platform services agreement), such separate agreement will continue to govern and control in the case of any conflict, except to the extent such revisions are necessary to comply with law.
11.1 Make use of the Service other than as set forth in these Terms or as permitted by applicable law;Term. These Terms are open-ended and shall cease to be effective in the event of cancellation or termination of your Account.
11.2 Account Cancellation. You may cancel your Account once logged in by following the relevant cancellation procedure made available online via your account management page.
11.3 Termination. We may suspend your Account (and any accounts we determine are related to your Account) and your access to the Service, if you violate any provision of these Terms. In addition, Ven may, at its sole discretion, terminate your Account (and any accounts we determine are related to your Account) and access to the Service, if: (a) you are in breach of these Terms and such breach remains uncured for 30 days after receiving notice; or (b) your relationship with the entity on whose behalf you are using the Service has been terminated.
11.4 Effect of Termination. Upon cancellation or termination of your Account: (a) your license rights will terminate, and you must immediately cease all use of the Service; and (b) you will no longer be authorized to access your account or the Service. Each of Sections 5.1 (Proprietary Rights), 5.3 (License Restrictions), 5.4 (Feedback), 6 (Your Warranties),8.2 (Limited License), 8.3 (Usage Data), 9 (Prohibited Conduct), 11.4 (Effect of Termination), 12 (Indemnity), 13 (Disclaimers), 14 (Limitation of Liability), 16 (Action & Jury Trial Waiver), 17 (Confidentiality) and 18 (Miscellaneous) will survive termination of these Terms.
You will indemnify and hold harmless Ven, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms or access or use of the Service.
The Service may provide access to content generated by artificial intelligence (“AI Output”). AI Output may be inaccurate, incomplete, misleading or otherwise unreliable. Ven does not guarantee the accuracy, validity, or suitability of any AI Output and assumes no liability for your reliance on AI Output. AI Output is provided for informational purposes only and does not constitute legal, financial or other professional advice. You must not rely on AI Output as a substitute for consultation with qualified professionals. You are solely responsible for evaluating the accuracy and appropriateness of AI Output and any actions taken based on AI Output.
14.1 THE SERVICE, USER CONTENT AND ALL OTHER MATERIALS AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE DO NOT GUARANTEE: (A) THE EXISTENCE OR QUALITY OF THE PROJECTS; (B) THE TRUTH OR ACCURACY OF ANY PROJECT OWNER’S CLAIMS OR REPRESENTATIONS REGARDING ANY PROJECT OR LISTING; (C) THE ABILITY OR WILLINGNESS OF ANY CAPITAL PROVIDERS TO INVEST OR PROVIDE FINDING; OR (D) THAT A CAPITAL PROVIDER OR PROJECT OWNER WILL ACTUALLY COMPLETE A TRANSACTION.
14.2 TO THE EXTENT VEN PROVIDES ANY MATERIALS OR OTHER INFORMATION IN THE COURSE OF A TRANSACTION, YOU ACKNOWLEDGE AND AGREE THAT IT HAS BEEN PREPARED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO BE RELIED UPON AS ACCOUNTING, TAX, LEGAL, BUSINESS OR OTHER PROFESSIONAL ADVICE. THE MATERIALS PROVIDE GENERAL INFORMATION AND DO NOT GUARANTEE OR PROVIDE ASSURANCES AS TO ANY OUTCOME OR RESULT OF A PARTICULAR TRANSACTION, INCLUDING TRANSACTION TIMING, PRICING, OTHER COMMERCIAL TERMS, OR THE EXTENT TO WHICH ANY TRANSACTION COMPLIES WITH LEGAL, TAX, ACCOUNTING OR OTHER APPLICABLE REQUIREMENTS. WE STRONGLY ENCOURAGE YOU TO CONSULT WITH YOUR ADVISORS, INCLUDING LEGAL COUNSEL, FOR SPECIFIC ADVICE, INCLUDING PRIOR TO PARTICIPATING IN ANY TRANSACTION.
14.3 VEN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, USER CONTENT AND ALL OTHER MATERIALS AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. VEN DOES NOT WARRANT THAT THE SERVICE, USER CONTENT AND ALL OTHER MATERIALS AVAILABLE THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND VEN DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, ANY INFORMATION WE PROVIDE AS PART OF THE SERVICE, SUCH AS PRICING, LISTING, AND SOURCING INFORMATION, AND ANY INFORMATION RELATED TO THE TERMS AND CONDITIONS, NEGOTIATION OR EXECUTION OF ANY TRANSACTION, IS, IN EACH CASE, SOLELY FOR INFORMATIONAL PURPOSES AND YOU MAY DECIDE TO TAKE SUCH INFORMATION INTO ACCOUNT OR NOT. YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE SERVICE AT YOUR OWN RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY LOSSES, DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
14.4 THE RELATIONSHIP BETWEEN YOU AND VEN SHALL BE ONE OF INDEPENDENT CONTRACTORS, NOT AGENTS, PARTNERS, OR JOINT VENTURERS, AND THE SERVICES WILL NOT BE CONSIDERED ADVISORY SERVICES OF ANY NATURE OR RESPECT. VEN IS NOT AN ADVISOR, BROKER, DEALER OR FIDUCIARY, AND IT DOES NOT OWE ANY FIDUCIARY OR SIMILAR DUTIES TO YOU IN PERFORMING THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT IN PERFORMING THE SERVICES VEN MAY INTERACT WITH MANY PARTIES, INCLUDING MULTIPLE CAPITAL PROVIDERS AND/OR MULTIPLE PROJECT OWNERS, IN RESPECT OF A TRANSACTION, AND AS A RESULT MAY POSSESS INFORMATION AND TAKE RELATED ACTIONS THAT CONFLICTS WITH THE INTERESTS OF ANOTHER PARTY. AS A RESULT, ACTION TAKEN BY VEN WITH RESPECT TO ANY SUCH TRANSACTION MAY BE PERCEIVED TO BE ADVERSE TO OR NOT IN THE BEST INTEREST OF ONE OR MORE PARTIES. VEN DISCLAIMERS ANY LIABILITY IN CONNECTION WITH THE FOREGOING AND YOU HEREBY ACKNOWLEDGE AND AGREE THAT ACTIONS TAKEN BY VEN ON TRANSACTIONS MAY NOT BE IN YOUR BEST INTEREST.
14.5 YOU HEREBY ACKNOWLEDGE AND AGREE THAT, UNLESS EXPLICITLY AGREED TO BETWEEN YOU AND ANY RELEVANT TRANSACTING PARTY, YOU WILL NOT BE ENTITLED TO ANY EXCLUSIVITY RIGHTS IN RESPECT OF A LISTING OR TRANSACTION, AND SUCH RELEVANT TRANSACTION PARTY MAY BE DISCUSSING OR PURSUING ALTERNATIVE TRANSACTIONS WITH OTHER CAPITAL PROVIDERS, PROJECT OWNER OR OTHER PARTIES, AS APPLICABLE, WHETHER VIA THE PLATFORM OR OTHERWISE, AND THAT VEN MAY BE INVOLVED IN THE FACILITATION OF SUCH ALTERNATE TRANSACTIONS.
15.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VEN BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO, OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY VEN ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
15.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF VEN TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO [THE TOTAL FEES PAID BY YOU TO THE VEN ENTITIES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO ANY SUCH CLAIM ARISING].
15.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. 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 THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16.1 Mandatory Binding Arbitration of Disputes. You and Ven agree that, subject to limited exceptions specified in this Arbitration Agreement, all controversies, causes of action, claims, counterclaims, or other disputes between you and Ven or you and a third-party agent of Ven, including those regarding the breach, termination, enforcement, interpretation, or validity of these Terms or this Arbitration Agreement (collectively, “Claims”), whether such Claims arose before, on, or subsequent to you entering into these Terms, will be resolved through final and binding, individual arbitration administered by the American Arbitration Association (“AAA”) instead of through court proceedings. This Arbitration Agreement applies to any existing or future Claims that you have not filed in a court of law or in arbitration prior to the date you agreed to these Terms. You and Ven agree that an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any Claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether this agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Notwithstanding this Arbitration Agreement, you and Ven each retain the right to bring an individual action in small claims court if it qualifies. Each party also retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
16.2 Class Action/Jury Trial Waiver. You and Ven hereby waive any right to a jury trial of any Claim and the right to participate in any purported class, collective, aggregate, representative, or consolidated action, arbitration, or other proceeding. Unless both you and Ven agree in writing or unless otherwise permitted by this Arbitration Agreement, each party may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, aggregate, representative, or consolidated action, arbitration, or other proceeding. Neither you nor Ven may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. If the parties’ Claim is resolved through arbitration, the arbitrator may not consolidate another person’s Claims with your Claims, and may not otherwise preside over any form of a representative or class proceeding. If the foregoing Class Action/Jury Trial Waiver is found to be unenforceable, then the entirety of this Arbitration Agreement shall be null and void, and you and Ven shall be deemed not to have agreed to arbitrate Claims. This Arbitration Agreement shall survive any termination of these Terms.
16.3 Opt-Out Procedures. You can choose to reject this Arbitration Agreement by sending Ven a written opt-out notice (“Opt-Out Notice”) within thirty (30) calendar days following the date you first agree to this agreement by mail at 350 California st, San Francisco, 94104, CA. If mailed, the Opt-Out Notice must be postmarked no later than thirty (30) calendar days following the date you first agree to these Terms. To be effective, the Opt-Out Notice must contain your name, address, and signature. If you opt out of the Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with Ven.
16.4 Rules & Procedures.
16.4.1 Informal Dispute Resolution. We try to address any disputes without the need to initiate a formal legal case. In the event of a Claim, you and Ven agree to make a good faith effort to resolve it informally, including having at least one telephone or videoconference conversation between you, personally, and us. To initiate this good faith effort to informally resolve a dispute, you and Ven agree to send the other party a written Notice of Dispute stating the name, address, and contact information of the party giving notice; the nature of the Claims and the basis for the Claims; and the resolution requested, including any monetary amount, with as much detail as possible so that the parties can gain a sufficient understanding of the Claim. You must send any Notice of Dispute by mail to via 350 California st, San Francisco, 94104, CA. We will send any Notice of Dispute to you at the email address or mailing address we have for you, if any. Within sixty (60) calendar days after the Notice of Dispute is received, the parties agree to engage in good faith efforts to resolve the Claim, including personally participating in a telephone call or videoconference with us. You may have a lawyer attend the call with you if you wish. If the Claim is not resolved within the sixty (60) calendar day period (which period can be extended by agreement of the parties), you or we may commence proceedings as set out in this Arbitration Agreement. Complying with and completing this informal dispute resolution process is a condition precedent to commencing an arbitration. You and we agree to toll any applicable statute of limitations and filing fee deadlines while the parties engage in this informal dispute resolution process from the date any Notice of Dispute is received to the date an action is commenced or the conclusion of the sixty (60) day period described above, whichever is sooner.
16.4.2 If the parties cannot resolve the Claim informally, as provided by Section 15.4.1, you and Ven agree that all Claims shall be resolved exclusively through individual arbitration, as provided in this Arbitration Agreement, in accordance with AAA’s Consumer Arbitration Rules and Mediation Procedures, including any supplementary rules and fee schedules then in effect and as applicable, except as modified by this agreement (“AAA Rules”). The AAA Rules are available at www.adr.org or by calling +1-800-778- 7879. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law.
16.4.3 It is the intent of the parties that the AAA Rules, the U.S. Federal Arbitration Act, and federal arbitration law shall apply to this Arbitration Agreement and preempt all state laws to the fullest extent permitted by law.
16.4.4 To begin an arbitration proceeding, you must send us an individual letter signed by you requesting arbitration and describing your claim at 350 California st, San Francisco, 94104, CA. This letter must be sent at least ten (10) calendar days before you initiate an arbitration proceeding against us. A party that wishes to commence arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. You can contact AAA for more information on how to commence an arbitration proceeding at www.adr.org or by calling +1-800-778-7879. Any arbitration hearings will take place in California, where Ven resides, in the city or county wherein you reside, or at another mutually agreed location (including by telephone or remote means). Any party to the arbitration may at any time serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to this agreement will be adjudicated and interpreted in accordance with California Code of Civil Procedure section 998. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
16.4.5 This Arbitration Agreement does not preclude you or Ven from seeking action by federal, state, or local government agencies under the limited circumstances set forth in this section of the Agreement. You and Ven also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court. Either party may request that a Claim be filed exclusively in a small claims court of competent jurisdiction, if the Claim qualifies, by providing notice to the other party. If a Claim has already been filed in arbitration, the party who has filed that Claim will, within ten (10) calendar days of receiving such a notice, withdraw their Claim from arbitration. The parties will then proceed with the Claim exclusively in small claims court. Any request to resolve Claims in small claims court shall not be deemed incompatible with or a waiver of any rights under this Arbitration Agreement.
16.4.6 No waiver of any provision of this Arbitration Agreement will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms.
16.4.7 The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, and unless otherwise prohibited by law, the arbitrator may not issue a “public injunction”, and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court shall be stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the parties agree that the federal or state court shall be bound under principles of claim or issue preclusion by the decision of the arbitrator to the fullest extent permitted by law.
16.4.8 This Arbitration Agreement will survive the termination of these Terms or your relationship with Ven.
16.5 Mass Arbitration Process Requirements.
16.5.1 If twenty-five (25) or more similar arbitration demands are presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization (and your Claim is one such claim) (“Mass Arbitration”), you understand and agree that the resolution of your Claim might be delayed. You also agree to the following process and application of the AAA Consumer Mass Arbitration and Mediation Fee Schedule and Mass Arbitration Supplementary Rules. For purposes of this provision, a neutral arbitrator (“Process Arbitrator”) will be appointed to make determinations regarding the administration and management of the arbitration process itself, including the allocation and division of arbitration fees and costs, the sequencing and batching of claims, and the application of relevant rules and fee schedules. If the Process Arbitrator finds that your lawyer or their business partner is directly or indirectly paying or advancing the arbitration fees and costs in a Mass Arbitration on your behalf, the Process Arbitrator shall have discretion to determine whether the total arbitration fees and costs due to AAA across all batches should be split evenly between the claimants, on the one hand, and us, on the other hand. The Process Arbitrator shall make or confirm this discretionary decision before the initiation of each batch, as set out below. In the final decision, the arbitrator can reevaluate and divide the arbitration fees and costs among the parties in amounts the arbitrator sees fit to ensure a fair division among the parties.
16.5.2 Twenty (20) claims shall be selected to proceed to individual arbitration proceedings as part of a first batching process, ten (10) of which will be selected by the claimants and ten (10) of which will be selected by Ven. The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. If the parties are unable to resolve the remaining claims after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, for which Ven will pay the mediator’s fee. If the parties are unable to resolve the remaining claims through mediation at this time, then forty (40) claims shall be selected to proceed to individual arbitration proceedings as part of a second batching process, twenty (20) of which will be selected by the claimants and twenty (20) of which will be selected by Ven. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. In any batching process, a single arbitrator shall preside over each proceeding, and only one proceeding may be assigned to each arbitrator unless the parties agree otherwise.
16.5.3 If the parties are unable to resolve the remaining claims after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, for which Ven will pay the mediator’s fee. If the parties are unable to resolve the remaining claims in mediation at this time, this staged process shall continue with no more than one hundred (100) claims proceeding at any time in a staged order that is selected randomly or by the AAA, until all the coordinated claims, including your Claim, are adjudicated or otherwise resolved. At any time during these proceedings, we agree to participate in a global mediation session should your counsel request it to resolve all remaining claims. Any applicable statute of limitations on your Claims and filing fee deadlines shall be tolled for claims subject to this section regarding “Mass Arbitration Process Requirements” from the time claims are selected for the first set of batching proceedings until the time your Claim is selected to proceed in arbitration, withdrawn or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this section regarding “Mass Arbitration Process Requirements.”
16.5.4 Should a court of competent jurisdiction decline to enforce these “Mass Arbitration Process Requirements,” you and we agree that your counsel and our counsel shall engage in good faith, with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.
16.6 Changes to Arbitration Agreement. Notwithstanding anything to the contrary in these Terms, if Ven changes any of the terms of this Arbitration Agreement after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice of such rejection within thirty (30) calendar days of the date such change became effective, as indicated in the “Last Updated” date above, or by not accessing or using the Service. The written notice must be provided either by mail to 350 California st, San Francisco, 94104, CA or by email to contact@vencomver.com. To be effective, your notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting any change, you are agreeing that you will arbitrate any Claim between you and Ven in accordance with the terms of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
17.1 “Confidential Information” means confidential or non-public information disclosed to or by you under these Terms or through the use of the Platform that is designated by the party disclosing the information as confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. For purposes of these Terms, the recipient of Confidential Information is the “Recipient”, and the discloser is the “Discloser.”
17.2 Obligations. Recipient will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in under these Terms; and (b) only use Confidential Information to fulfill its obligations and exercise its rights under these Terms. Recipient may disclose Confidential Information to its employees, agents, contractors, attorneys, advisors, accountants, and other representatives having a legitimate need to know; provided Recipient remains responsible and liable for their compliance with this Section 16 and they are bound to confidentiality obligations no less protective than this Section 16.
17.3 Exclusions. These confidentiality obligations and restrictions on use do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of Recipient; (b) it rightfully knew or possessed prior to receipt under these Terms; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Discloser’s Confidential Information.
17.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Discloser may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 16.
18.1 Entire Agreement. These Terms are the entire and exclusive understanding and agreement between you and Ven regarding your use of the Service.
18.2 Assignment. Ven may assign these Terms, in whole or part, to any affiliate, parent company, or successor in interest, without your consent. You may not assign, transfer, delegate, or otherwise dispose of these Terms, or any of your rights or obligations hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Ven. Any attempted assignment or transfer by you in violation of this provision shall be null and void and of no force or effect.
18.3 No Waiver; Severability. No waiver by Ven of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Ven to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms, or a portion thereof, is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision or portion shall be eliminated or limited to the minimum extent such that the remaining provisions or portions of these Terms will continue in full force and effect.
18.4 Governing Law. These Terms, and the rights and obligations of the parties, shall be construed, interpreted, and enforced pursuant to the laws of the State of California.
18.5 Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
18.6 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
18.7 Contact Information. The Service is offered by Ven, Inc. You may contact us by sending an email to us at contact@vencover.com.
