Terms of Service

The following Terms of Service (“Terms of Service”) govern access to and use of https://www.venwise.com (the “Website”), a website owned and operated by Venwise LLC, a Delaware limited liability company (“Venwise”, “we”, or “us”), including any content, functionality and services offered on or through any of our other products, services, meetings, or events (such content, functionality, and services collectively referred to as the “Services”) for you, or if you are an entity, then for one or more persons for whom you pay Membership Dues (as defined below), as set forth herein (each such person, a “Designee”).

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Please read the Terms of Service carefully before using the Website and Services because they contain provisions that affect your and your Designee’s rights and obligations, including a non-disclosure covenant, mandatory arbitration provision, and a waiver of your right to participate in a class action. By you and/or your Designee using the Website, attending meetings, or otherwise using the Services, you, on behalf of yourself and your Designee, accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at www.venwise.com/terms, which are incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, neither you nor your Designee can access or use the Services.

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The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you and/or your Designee are 18 years of age or older and are otherwise capable of forming a legally binding contract with Venwise and that your and/or your Designee’s use of the Services is consistent with our Terms of Service, our Privacy Policy, and all applicable law. If you and/or your Designee do not meet these requirements, you must not access or use the Services.

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You acknowledge and confirm that (i) you have read and understand all of the terms, conditions, policies, provisions, disclosures and disclaimers contained herein, (ii) these Terms of Service have the same force and effect as a signed agreement, and (iii) you expressly accept and agree to be bound by the terms hereof.

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Changes to these Terms of Service

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We may modify these Terms of Service at any time in our sole discretion. We will post notice of changes to these Terms of Service on this page. Changes will not apply retroactively and will only become effective when (i) you and/or your Designee use the Services after you know about the change, or (ii) thirty (30) days after they are posted, whichever is sooner. However, changes addressing new functions for the Website or the Services or changes made for legal reasons will be effective immediately. We will also update the Last Modified Date at the top of these Terms of Service accordingly. Your or your Designee’s continued use of the Website and/or Services after the Last Modified Date signifies your consent to the modified Terms of Service. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. If the modified Terms of Service are not acceptable to you and/or your Designee, you and/or your Designee should not access or use the Website or Services after the Last Modified Date.

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Data Privacy and Personal Information

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By agreeing to these Terms of Service, you, on behalf of yourself and your Designee also consent to our Privacy Policy which is incorporated by reference into these Terms of Service. If you and/or your Designee are domiciled outside the United States, by agreeing to these Terms of Service you and/or your Designee consent to the transfer and processing of your personal information and the personal information of your Designee, as applicable, in the United States in accordance with the Privacy Policy and U.S. law.

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International Users

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Venwise and the Services are operated from within the United States. If you and/or your Designee access the Services from a location outside the United States, you are responsible for compliance with the laws of that jurisdiction regarding online conduct and acceptable content. Venwise makes no claim that the content of the Services may be utilized, accessed or appropriate outside the United States. You and your Designee must not access or use the Services from a territory that is embargoed by the United States or from which it is illegal to receive products, services, or software from the United States.

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Third Party Links

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The Website may link to independent third party websites or social media widgets. Such hyperlinks are provided for your reference and convenience only. Venwise is not liable for the availability or accuracy of such third party sources, and you assume all risk in using them. When you link to them, these third party sites or services may place cookies and other tracking technologies on your computer and may have different rules for using or sharing any personal information you submit to them. We encourage you to read their privacy policies before submitting your personal information.

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When you access third party websites or interact or communicate with third parties, including other users, through the Services, you do so at your own risk. Venwise is not responsible for the actions, content, information, data, practices, policies or opinions of any third parties.

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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 or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.

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User Accounts and Registration

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Use of the Website and access to the Services requires you to create an account for yourself or for your Designee, as applicable, for which you will be asked to provide certain registration details and information, including a username, password, e-mail address, your organization’s information (“Employer/Company”), and payment information in the form of a valid credit card, PayPal account, or ACH payment processing information.

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By registering, you represent and warrant that (i) all of the information that you provide is correct, current, and complete; (ii) you have the authority to agree to these Terms of Service on behalf of your Employer/Company and on behalf of your Designee, as applicable; (iii) your agreement to these Terms of Service is binding on you and your Employer/Company and on behalf of your Designee, as applicable; (iv) you have created an account for yourself and/or your Designee and that you have not misrepresented your or your Designee’s identity or created a false identity; and (v) you and/or your Designee have not registered for any illegal purpose, to facilitate any illegal topic, or otherwise for the purposes of providing any illegal information.

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If you and/or your Designee believe that your identity or someone else’s identity has been misrepresented, please contact us immediately. You and/or your Designee may also report users who you believe to be in breach of this paragraph.

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You, on behalf of yourself and your Designee, agree that all information you provide to register with or use the Website or otherwise is governed by our Privacy Policy, and you and/or your Designee consent to all actions we take with respect to your information consistent with our Privacy Policy.

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You agree to keep your username and password confidential and to not share your account with others outside your organization. You agree to notify us immediately of any unauthorized access to your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your and/or your Designee’s personal information.

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Payment Information

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Access to Venwise’s Services requires the payment of a monthly membership fee of $350 (Core Membership), $700 (Pod Membership non-CEO) or $800 (Pod Membership CEO) (“Membership Dues”) through use of a valid credit card or by entering ACH payment processing information for a direct debit to your bank account—credit card or ACH information must be entered into your account on the Website. You will be asked to enter your billing and payment details and shipping address in order to purchase a Venwise membership for yourself or your Designee. The personal information that you provide to us will be collected, stored, and processed in accordance with our Privacy Policy. If you want to change your payment details, you may do so at any time by logging into your account page on Venwise.com/account or by emailing your request to invoicing@venwise.com.

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By entering your payment information, you confirm that the credit card being used is yours or that you have been authorized by the owner of the credit card to use it. All credit or debit card holders are subject to validation checks and authorization by the card issuer. If the issuer of your payment card refuses to authorize payment, Venwise will not be responsible for any delay in your ability to access and use the Services.

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We take reasonable care to make the Website secure. All credit and ACH transactions made through our Website are processed using our secure systems. These details will be fully encrypted and only used to process card transactions which you have initiated. To help ensure that your use of our Website is secure, we use Secure Socket Layer (SSL) technology.

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Please note that, while we take reasonable care to keep the details of your order and payment secure, in the absence of negligence on our part we are not liable for any loss you may suffer if a third party procures unauthorized access to any information you provide when providing your payment information to the Website.

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You and/or your Designee understand that Venwise provides its Website over the Internet and that such connections can be unpredictable, insecure, and unstable, and that Venwise cannot guarantee uninterrupted access to the Website. Venwise disclaims all liability in connection with any interruptions to the Website, security incidents or breaches arising from or attributable to an Internet and/or data connection. You agree, on behalf of yourself and your Designee, if any, to waive any and all claims against Venwise in connection therewith.

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We do not represent or warrant that the Website is compatible with all devices and operating systems, and it is your (or your Designee’s) sole responsibility to determine whether the Website is compatible with your (or your Designee’s) devices. We may from time to time make updates to the Website. Such updates may require your acceptance of new Terms of Service before you (or your Designee) may continue to use the Website.

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Confidentiality

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Venwise takes our confidentiality requirements very seriously. “Confidential Information” means all of the non-public information that you or your Designee become aware of through your or your Designee’s use, respectively, of the Website and/or Services, whether by attending Venwise events or meetings or otherwise. By way of example and not by limitation, Confidential Information includes, without limitation, (i) with respect to the companies represented by the Venwise members, business projections, plans, financials, trade secrets, discoveries, product specifications and pipelines, customers and customer pipelines, suppliers and supplier pipelines, business decisions, legal matters, investor and shareholder information, employment information, processes, and any other non-public information, (ii) with respect to the Venwise members, their identity, any personal information they may share and the companies for which they work, (iii) with respect to Venwise, membership fees, the terms of this Agreement, the activities and topics discussed, sanctioned, sponsored by, or associated with, Venwise and (iv) any other information that ought reasonably to be understood and treated as confidential based upon the nature of the information and the circumstances of disclosure.

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By registering and using the Website and Services, you and/or your Designee and your Employer/Company agree to (a) hold the Confidential Information in confidence and protect it with the same measures you take with respect to your own confidential materials, but in no case with less than reasonable measures, (b) not disclose the Confidential Information to any third person, and (c) not use the Confidential Information except for discussions at Venwise events with other Venwise members.

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By registering and using the Website and Services, you also acknowledge and agree that (i) your confidentiality obligations are to Venwise as well as to each member with whom you attend meetings and may be otherwise engaged as a result of your Venwise membership and (ii) any breach by you may cause irreparable harm to a disclosing member and/or Venwise for which there is no adequate remedy at law, and in this case Venwise and/or the disclosing member will be entitled to seek appropriate equitable relief in addition to any remedies available at law.

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Your and/or your Designee’s obligation and your Employer/Company’s obligation to protect Confidential Information under these Terms of Service will continue indefinitely, even after you and/or your Designee cease to be a Venwise member.

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Changes and Termination of Services; Refunds

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We are constantly changing and improving our Website and Services. We reserve the right to add or remove functionalities or features of the Website and/or Services, and we may suspend or stop a Service or the Website altogether. We will not be liable if for any reason all or any part of the Website or Services are unavailable at any time or for any period. The right to access and use the Website and/or Services is revoked in jurisdictions where it may be prohibited, if any.

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We reserve the right to terminate or change the Services or your (or your Designee’s) access to the Services and to stop providing Services to you or your Designee, add or create new limits to our Services, or restrict your or your Designee’s access to all or a part of the Services, without notice, at any time and for any reason, including your and/or your Designee’s violation of these Terms of Service, if we are investigating suspected misconduct, or for business reasons. You agree that Venwise may, for any reason and without notice to you, immediately terminate or otherwise restrict your or your Designee’s access to the Services. Venwise has no obligation to maintain, store, or transfer your information or data.

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Cancellation of Membership

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You or your Designee can stop using our Services at any time by providing us with written notice to the following address: invoicing@venwise.com. We will terminate your or your Designee’s membership within ten (10) days of receipt of your (or your Designee’s) written notice. We will cancel all future payments but will not issue any refunds for any charges already levied against your account or for any partial months of membership. Additionally, you acknowledge and agree that we may continue to use your and/or your Designee’s information accordance with our Privacy Policy after the termination of your membership.

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Licenses Granted

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Venwise grants to you and/or your Designee a revocable, non-transferable, nonexclusive, limited and non-assignable license to access and use the Website and Services in accordance with these Terms of Service. Venwise reserves all other rights in the Website and Services not expressly granted to you and/or your Designee.

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You and/or your Designee grant Venwise a worldwide, unlimited, irrevocable, royalty-free license to publicly and privately use, publish, reproduce, display, copy, edit, perform, create derivative works from, or otherwise make use of or monetize any content that you and/or your Designee submit through the Website and Services, including but not limited to messages that you post using Slack (“User Content”), and including but not limited to information regarding business trends resulting from discussions at Venwise events. You and/or your Designee acknowledge and agree that Venwise may aggregate and anonymize such information for sharing and publication among Venwise members and the public and that Venwise may monetize such information in its discretion. No Venwise member will be entitled to participate in any revenues realized by Venwise from monetization of this information.

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You and/or your Designee grant Venwise a worldwide, unlimited, irrevocable, royalty-free license to publicly and privately use, distribute, modify, offer for sale or exploit any suggestions, ideas, criticism, or other type of feedback you and/or your Designee make relating to the Services and/or the Website, with no obligation to pay you and/or your Designee royalties or any other compensation.

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Slack

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We allow our users to interact with each other through Slack, an online tool and platform offered by Slack Technologies, Inc., in accordance with Slack Technologies, Inc.’s terms and privacy policy, available at https://slack.com/. By using Slack and the Website and/or Services, you agree to be bound by Slack Technologies, Inc.’s terms of service https://slack.com/terms-of-service, and privacy policy, https://slack.com/privacy-policy.

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Interactions with Venwise Members

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Venwise is not responsible, or liable to any third party, for the content or accuracy of any User Content posted by you or any other user of the Website and/or Services. We cannot guarantee the identity of any other Venwise users or members with whom you or your Designee may interact in the course of using the Services or User Content or the authenticity of any data which Venwise users or members may provide about themselves. You and/or your Designee are solely responsible for independently verifying the quality, relevance, and/or accuracy of any information provided through the Services or User Content before relying on it, and for determining the suitability of any information that you and/or your Designee obtain through the Services or User Content. You acknowledge that use of the information and content that you and/or your Designee obtain through the Services or User Content is at your own risk.

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By using the Website and the Services/User Content, you acknowledge and agree that (i) we are not responsible for validating or vetting the expertise or qualification of any particular user; (ii) we do not endorse or support any type of communication on the Website or Services, including through Slack; (iii) we have no liability to you with respect to any content, communication, other interaction with other Venwise members and users that are facilitated through the Website or Services, including through Slack; and (iv) we do not make any representations or warranties with respect to the quality of communications between Venwise members and/or users, do not guarantee that will be able to connect or interact with any particular Venwise member or user, and we will not be liable to you and/or your Designee for any such failure. No agency or fiduciary relationship is established between Venwise and any of its users.

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If you or your Designee has a dispute with one or more Venwise users or members, you and/or your Designee release us and our officers, directors, agents, subsidiaries, joint ventures and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. We reserve the right, but have no obligation, to become involved in any way with these disputes.

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Member Conduct and Guidelines

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You and/or your Designee may use the Website and Services only for lawful purposes and in accordance with these Terms of Service. Without limiting the generality of the foregoing, you, on behalf of yourself and your Designee, agree to use the Website and Services in accordance with the provisions below:

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• You and/or your Designee will only use the Website and Services in accordance with the laws of your jurisdiction.
• You and/or your Designee will be respectful and considerate of other members and will not harass or threaten other users or violate the rights of any other party, and you and/or your Designee will do your part to make the Venwise community a safe, supportive community for all users.
• You and/or your Designee will not impersonate someone else or misrepresent your affiliation with another person or company.
• You will register for the Services using accurate and current information, and you and/or your Designee will not impersonate or attempt to impersonate Venwise, a Venwise employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or usernames associated with any of the foregoing).
• You and/or your Designee will not post User Content that infringes another’s intellectual property rights.
• You and/or your Designee will not use the Website or Services to do anything unlawful, deceptive, misleading, illegal, unethical, malicious, or discriminatory.
• You and/or your Designee may not decompile, reverse engineer, or otherwise attempt to obtain the source code of any content on the Website or any technology or content as may be shared in Venwise meetings.
• You and/or your Designee will not use, store, copy, upload, display, post, reproduce, modify, translate, republish, distribute, broadcast, transmit, create derivative works from, display, license, sell or otherwise exploit any part of the Services, including any information included and shared in Venwise meetings or in User Content, in any form whatsoever other than as expressly permitted under these Terms of Service.
• You and/or your Designee will not use contact information received through the Website or Services, including any information included and shared in Venwise meetings and/or on the Website, for phishing, spamming and other unsolicited communications or data collection.
• You and/or your Designee will not use the Website and/or Services, including any information included and shared in Venwise meetings, in a manner intended to damage, disable, overburden or impair the Services or to disrupt or interfere with another’s use of the Services.
• You and/or your Designee will not attempt to hack or otherwise gain unauthorized access to the Website or user accounts.
• You and/or your Designee will not use high volume, automated, or electronic means to access the Website (including without limitation robots, spiders or scripts).
• You and/or your Designee will not affect the display of the Website through use of framing, pop-ups or third party ads.
• You and/or your Designee will not transmit malware, software viruses, Trojan horses, worms or any other malicious application to or through the Website.
• You and/or your Designee will not threaten, dox, or otherwise harass other members or users of the Website and/or Services.
• You and/or your Designee will not act in a manner that violates these Terms of Service.
• You and/or your Designee will comply with applicable local, state, national or international laws, statutes, ordinances, rules, regulations or ethical codes governing your jurisdiction.
• You and/or your Designee will not otherwise attempt to interfere with the proper working of the Services, or engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by Venwise, may harm Venwise or users of the Services or expose them to liability.
• You and/or your Designee will notify us immediately of any content of the Website and/or Services that violates these Terms of Service.

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Any violation of the above may be grounds for termination of your and/or your Designee’s right to access or use the Services.

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We have the right to (i) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website and/or Services or the public or could create liability for Venwise; (ii) disclose your and/or your Designee’s identity or other information about you and/or your Designee to any third party who claims that material provided by you and/or your Designee using the Services violates their rights, including their intellectual property rights or their right to privacy; (iii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website and/or Services; and (iv) terminate or suspend your and/or your Designee’s access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service.

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YOU AND/OR YOUR DESIGNEE WAIVE AND HOLD HARMLESS VENWISE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

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We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

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Proprietary Rights

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The Website and all past, present and future content of the Website, including all software, hardware and technology used to provide the Website and Services (including our proprietary code and third-party software), user interfaces, materials displayed or performed on the Website, such as text, graphics, articles, photographs, images, illustrations and the design, structure, sequence, layout, and “look and feel” of the Website, and all other intellectual property, including all trademarks, service marks, logos, or any other trade name, trademarks, service marks and other distinctive or proprietary brand features of Venwise, are (i) owned by Venwise, its licensors or other providers of such material, (ii) protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (iii) are intended solely for the personal, non-commercial use of our users, and (iv) may only be used in accordance with these Terms of Service.

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Using our Website and/or Services does not give you and/or your Designee ownership of any intellectual property rights in our Website or Services or any content on the Website and/or from the Services. You may not use content from our Website or Services, including User Content, unless you obtain permission from Venwise and the user who generated the content, if different from Venwise, or are otherwise permitted by law. These Terms of Service do not grant you and/or your Designee the right to use any of our technology or intellectual property. You and/or your Designee may not remove, obscure, or alter any copyright or other legal notices displayed in our Website or along with our Services.

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No right, title or interest in or to the Website or Services or any content on the Website or gained through the Services is transferred to you and/or your Designee, and all rights not expressly granted are reserved by Venwise. Any use of the Website and/or Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.

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Claims of Copyright Infringement

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If you and/or your Designee believe that your and/or your Designee’s copyrighted work has been unlawfully copied and is accessible on the Services in a way that constitutes copyright infringement, please send a notice of copyright infringement to:

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Venwise LLC

Attn: Erik Schreter

Email: erik@venwise.com

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The notice should include:

• Your and/or your Designee’s full name and electronic or physical signature.
• Your and/or your Designee’s mailing address, phone number and email address (at which you and/or your Designee can be contacted by us or the alleged infringer).
• A statement that you and/or your Designee are the owner, or are authorized to act on behalf of the owner, of the copyright that is allegedly infringed, and that the information in your notice is accurate.
• A statement that you and/or your Designee have a good faith belief that the disputed use of the copyrighted materials is not authorized by the copyright owner, its agent or by law, such as fair use.
• A description of the copyrighted work(s) that you and/or your Designee claim has been infringed.
• A description of the location of the copyrighted materials on the Website and/or Services.

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Electronic Delivery Statement and Your Consent

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You, on behalf of yourself and your Designee, agree to receive legal notices and other information concerning Venwise or the Website or Services electronically, including notice to any email address that you and/or your Designee may provide.

Disclaimer of Representations and Warranties

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THE WEBSITE, SERVICES, USER CONTENT, AND ANY ASSOCIATED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VENWISE NOR ANY PERSON ASSOCIATED WITH VENWISE MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR ANY ASSOCIATED CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER VENWISE NOR ANYONE ASSOCIATED WITH VENWISE REPRESENTS OR WARRANTS THAT THE WEBSITE, SERVICES, USER CONTENT, OR ANY ASSOCIATED CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, UPDATED OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE AND/OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE AND/OR SERVICES WILL OTHERWISE MEET YOUR AND/OR YOUR DESIGNEE’S NEEDS OR EXPECTATIONS.

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VENWISE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

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THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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Limitation of Liability

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YOUR AND/OR YOUR DESIGNEE’S USE OF (1) THE WEBSITE AND/OR SERVICES AND (2) ANY CONTENT ON THE WEBSITE OR DERIVED FROM SERVICES, INCLUDING ANY INFORMATION INCLUDED AND SHARED IN VENWISE MEETINGS AND/OR USER CONTENT, IS AT YOUR AND/OR YOUR DESIGNEE’S SOLE RISK AND DISCRETION.

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You and/or your Designee may not assert claims for money damages arising from the Services or any associated content against Venwise, its affiliates, licensors or service providers, or our respective employees, contractors, officers, directors and agents. Venwise, its affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents shall not be liable for any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, or loss of revenue, profits, goodwill or data, whether caused by tort (including negligence), breach of contract or otherwise, even if we knew or should have known of the possibility of such damages, arising out of or in connection with (i) your and/or your Designee’s use, or inability to use, the Services or any associated content or User Content; (ii) any interaction with any third party through or in connection with the Services, including other Venwise members or users, and including User Content; (iii) any information offered or provided within or through the Services; or (iii) any other matter relating to the Website or Services. In no event shall Venwise, its affiliates, licensors or service providers, or our respective employees, contractors, officers, directors and agents be liable to you and/or your Designee in the aggregate (for all potential claims by you) for any damages incurred in excess of one hundred dollars ($100). Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the extent permitted by law.

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Indemnification

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You are solely legally liable if your and/or your Designee’s use or misuse of the Website and/or Services or any associated content, including User Content, causes damage to the Website and/or Services, to you and/or your Designee, or to someone or something else. You, on behalf of yourself and your Designee, agree to defend, indemnify, and hold harmless Venwise, its affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents from and against all liabilities, claims, damages, judgment, awards, losses, costs, expenses, fines or fees (including attorney’s fees and investigation costs), that arise from or relate to your and/or your Designee’s use or misuse of the Website, Services, and/or User Content, violation of these Terms of Service, or violation of a third party’s rights. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you and/or your Designee will cooperate with us in asserting any available defenses.

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Limitation on Time to File Claims

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Any cause of action or claim you may have arising out of or relating to these Terms of Service, the Website, and/or Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.

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Choice of Law and Jurisdiction

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You, on behalf of yourself and your Designee agree, that the laws of the State of New York and U.S. federal law govern these Terms of Service, your and/or your Designee’s use of the Website and/or Services, and any claim or dispute that you may have against Venwise, without regard to New York’s conflict of laws rules. You and/or your Designee consent to the personal and exclusive jurisdiction of the federal and state courts of New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

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Binding Arbitration

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In the rare event that you and/or your Designee have a dispute with Venwise, we encourage you and/or your Designee to contact us immediately so we can work together toward a satisfactory resolution. If we cannot come to a resolution, you, on behalf of yourself and your Designee agree, that any claims, disputes, demands, counts, controversies, or causes of action between you and Venwise arising out of or relating to these Terms of Service, the Website, and/or Services, including the enforceability of these Terms of Service or our Privacy Policy or information practices will be finally and exclusively resolved by binding arbitration on an individual basis only (except as stated below). The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.

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You understand that you ON BEHALF OF YOURSELF AND YOUR DESIGNEE are waiving your AND/OR YOUR DESIGNEE’S right to have your claims heard in court by a judge or jury. An arbitration award is as enforceable as a court order and is subject to only limited review by a judge. You also understand and agree that this arbitration provision prevents you AND/OR YOUR DESIGNEE from participating as a plaintiff or as a class member in any purported class action or representative proceeding.

Arbitration will be subject to the Federal Arbitration Act, and shall be commenced and conducted by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes, as amended by this provision, by one arbitrator that is acceptable to both parties. You can find out more AAA and how to file an arbitration claim at www.adr.org or by calling 800-778-7879.

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Your and/or your Designee’s arbitration fees and your and/or your Designee’s share of arbitrator compensation shall be governed by the AAA rules and, where appropriate, limited by the AAA Consumer Rules.

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The arbitration will be conducted through written submission, unless the arbitrator determines that a telephonic hearing is required. Except as otherwise provided in these Terms of Service, you and Venwise may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and/or your Designee and Venwise shall be exclusively brought in the state or federal courts of New York.

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Despite this provision, you may file a claim in a small claims court that has jurisdiction to hear the matter.

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Severability and Integration

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These Terms of Service and any supplemental terms, policies, rules and guidelines posted on the Website constitute the entire agreement between you and/or your Designee and Venwise. If any part of the Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. If any part of the Terms of Service contradicts any part of any membership agreement between you on your own behalf or on behalf of a Designee, then the terms of such membership agreement will control.

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General Provisions

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You and/or your Designee may not assign these Terms of Service without Venwise’s prior written approval. Venwise may assign these Terms of Service without your consent or your Designee’s consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Venwise’s business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and/or your Designee and Venwise as a result of these Terms of Service or your and/or your Designee’s use of the Services. Our failure to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Venwise in writing.

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Contact Information

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The Website and Services are operated by Venwise LLC. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to us at:

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Venwise LLC
145 Palisade Street
Suite 216
Dobbs Ferry, NY
10522
Email: info@venwise.com