Terms of Service

TERMS AND CONDITIONS OF USE

National Collegiate Inventors and Innovators Alliance, d/b/a VentureWell. (“VentureWell”) owns and operates one or more web portals, websites and other online programs as well as VentureWell’s official content providers, including any online interface or portal made available by VentureWell, on which you may access and use courseware made available by VentureWell, as well as features or functionality that VentureWell may make available to you, including the curation of content, availability of a community portal allowing for download and/or upload of content, publishing services, and content and aggregate data for incorporation and re-display and/or any analytics or metrics (together the “Site”).

The official language of the Terms and Conditions of Use shall be in the English language except as required by local law. Any translations of the Terms and Conditions of Use shall be for reference purposes only. The terms in the English language shall prevail over any terms of any translations hereof in the event that any dispute arises regarding any conflicting terms.

1. Definitions

Parties
“You” and “your” refer to you, as a user of the Site. A “user” is someone who accesses, posts, edits, browses, or in any way uses the Site.
“We,” “us,” and “our” refer to VentureWell.

Content
“Content” means uploads, downloads, posts, comments, text, design, graphics, drawings, photographs, advertisements, video clips, music and sounds, and all trademarks, service marks and trade names and the selection and arrangements thereof, as well as all other forms of data or communication.
“Your Content” means Content that you submit or transmit to, through, or in connection with the Site, such as posts, comments, invitations, messages, and information that you publicly display.
“User Content” means Content that users submit or transmit to, through, or in connection with the Site.
“VentureWell Content” means Content that we create and make available in connection with the Site.
“Third Party Content” means Content that originates from parties other than VentureWell or its users, which is made available in connection with the Site.
“Site Content” means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and VentureWell Content.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE CREATING ANY VENTUREWELL USER ACCOUNTS OR UTILIZING ANY VENTUREWELL WEBSITES, MOBILE/TABLET APPLICATIONS, AFFILIATE WEBSITES, OTHER ONLINE PROGRAMS, OR THE MATERIALS, SOFTWARE AND CONTENT AVAILABLE IN OR THROUGH THEM.

BY DOWNLOADING OR USING ANY OF THE VENTUREWELL SITE OR OTHER SERVICES, YOU AFFIRM THAT YOU ARE ABLE AND LEGALLY COMPETENT TO ACCEPT AND AGREE TO THESE TERMS AND VENTUREWELL’S PRIVACY POLICY. IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE THE SITE.

By accessing or using the Site, clicking to accept these Terms and Conditions of Use, or otherwise accepting these Terms and Conditions of Use through any other method specified by VentureWell, you accept and agree with the terms and conditions of use set out below (the “Terms and Conditions”).  In addition to these Terms and Conditions and any additional terms, the VentureWell privacy notice, found at http://venturewell.org/privacy-policy (the “Privacy Policy”) will govern how personal information you submit on the Site will be used, and together they form the agreement between you and us (the “Agreement”).  Nothing in this Agreement will be deemed to confer any third-party rights or benefits.  THIS AGREEMENT CONTAINS DISCLAIMER AND OTHER PROVISIONS THAT LIMIT VENTUREWELL’S LIABILITY TO YOU.

If you do not agree to accept and comply with this Agreement, you should not access, browse or otherwise use the Site. This Agreement applies to all users of the Site.

2. Changes to Terms of Service

VentureWell reserves the right, at any time, to modify, alter, or update this Agreement, and you agree to be bound by such modifications, alterations, or updates (“Modifications”). Such Modifications will be effective immediately upon notice to you, which may be given by any means, including but not limited to posting on the Site or by electronic or conventional mail. Your use of the Site following any such Modification constitutes your agreement to follow and be bound by this Agreement as modified.

3. Using the Site

Permission to Use the Site

 We grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk.

Site Availability

The Site may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability.

Acceptable Use

You are prohibited from transmitting any “sensitive” personally identifiable information over the Site, which may include, but not be limited to, any information about yourself or another person that may relate to health or medical conditions, social security/social insurance numbers or national identifiers, credit card (except to make a purchase in accordance with the Site), bank account or other financial information, other information concerning trade union membership, sex life, political opinions, criminal charges or convictions, religious or philosophical beliefs, , or other sensitive matters. You are also prohibited from: (i) using the Site to send or upload harassing, abusive, or threatening messages; (ii) transmitting through the Site any information, data, text, files, links, software, or other materials that are unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, hateful, racially, ethnically or otherwise objectionable, soliciting passwords or personal information for commercial or unlawful purposes, including hidden pages, links or images, providing instructional information about illegal activities, or which threatens our relationships with our partners, customers or suppliers; (iii) attempting to conceal or misrepresent the identity of the sender or person submitting the information; (iv) disrupting the normal flow of the Site, including any dialogue on the Site or otherwise act in a manner that negatively affects other users; (v) sending spam or other direct marketing communications or posting, transmitting or linking to any unsolicited advertising, promotional materials, or any other forms of solicitation or commercial content; (vi) intentionally or unintentionally performing or promoting any activity that would violate any applicable local, provincial/state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Site; (vii) posting or transmitting executable programming of any kind, including viruses, spyware, Trojan horses, Easter eggs, or any other form of computer programming or disabling mechanism; (viii) posting user submissions or using the Site in such a way that damages the image or rights of VentureWell, other users or third parties; (ix) using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from the Site or the Site Content in whole or in part, including, without limitation, creating any frames at any other websites pertaining to any portions of the Site.

Accounts, Eligibility, Access, and Cancellation

To use certain services within the Site, you will need to create an account.  If you create an account you agree you will: (a) create only one account; (b) provide honest, accurate, current and complete information regarding yourself; (c) keep your information updated and accurate; (d) keep your account password private and not share it with others; and (d) notify VentureWell if you discover or suspect that your account has been hacked or its security breached.

You agree to take responsibility for all activities on or under any account registered to you and you accept all risks for any unauthorized use of your account.  You are responsible for providing the equipment and services that you need to access and use the Site.  VentureWell does not guarantee that the Site are accessible on any particular equipment or device or with any particular software or service plan.

VentureWell reserves the right, without notice and in its sole discretion at any time, to terminate your right to access and use the Site or any component of them and to block or prevent future access to and use of the Site and to delete your account and any related information. Any obligation or liability incurred prior to our termination of your access to the Site will survive such termination.

As a user, you represent and warrant that you either have reached the age of majority in your jurisdiction of residence, or are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. In any case, you affirm that you are over the age of thirteen (13). You may not use or access the Site if we have previously b or removed you from the Site or closed your Account.

When available, you may either access the Site as a guest or, for certain Site activities, set up an account on the Site (“Account”).  When creating an Account, you must provide all required information including your name, organizational affiliation, title, email, and physical mailing address. The information provided must be accurate and complete.  You may change Account information at any time by clicking on the “My Account” link in the Site.   In the event VentureWell determines there are multiple accounts attributed to a single user, VentureWell reserves the right to modify or consolidate such Accounts.

You may never use another user’s Account without permission. By creating an Account, you represent and warrant that the information you provide is true and that you will keep it up to date. You are solely responsible for any use or misuse of your Account and must notify VentureWell immediately of any breach of security or unauthorized use of your Account. Although VentureWell will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of VentureWell or others due to such unauthorized use.

You can close your account at any time for any or no reason by emailing at support@venturewell.org to delete the account. In some cases, the deletion process may take some time. Account deletion may not ensure complete or comprehensive removal of the content or information you posted on the Service. For example, it will not necessarily remove content or information that has been stored, shared or re-posted by a third party. We reserve the right to retain information where required or permitted by law to do so. When your account is closed or deleted, all licenses and other rights granted to you in these Terms and Conditions will immediately cease. VentureWell reserves the right to permanently erase your account from our systems immediately or at any time after we receive the request or to preserve a record of the account for some time for legitimate business purposes and as required by law.

Access and Account Termination

VentureWell reserves the right to deny or revoke access to the Site or any part thereof, or to otherwise terminate a user’s access to its Site, at any time in its sole discretion, with or without cause and without notice to you. At any time, regardless of whether your Account is being cancelled or terminated, VentureWell reserves the right to retire your username or assign it to a new user, in each case at any time and without prior notice to you. VentureWell may choose to exercise this right if your use of a particular username is unlawful or in violation of a third party’s trademark or other intellectual property rights, or in other situations where VentureWell believes it would be appropriate to do so. You do not have any property interest in or right to use any specific username.

Access to the Site

While VentureWell endeavors to ensure that the Site are available at all times, VentureWell will not be liable if, for any reason, the Site are unavailable at any time or for any period.

Mobile Access

If you use a mobile device to access the Site, the following additional terms and conditions (“Mobile Terms”) you acknowledge and agree that: (a) you are solely responsible for all message and data charges that apply to use of your mobile device to access the Site; and (b) all such charges are billed by and payable to your mobile service provider.  Please contact your participating mobile service provider for pricing plans, participation status and details.  You further understand that service may not be available in all areas at all times and may be affected by product, software, coverage or service changes made by your mobile service provider or otherwise.   Additional terms and conditions may apply to your use of our mobile applications based on the type of mobile device that you use.

Communications from VentureWell and other Users

By creating an account, you agree to receive certain communications in connection with the Site. For example, you might receive questions or requests from other Users related to information or events you post of the Site. To the extent you have subscribed to them, you will also receive reading lists and e-mail. We provide unsubscribe links in all our email footers if you no longer wish to receive those communications from us.

4. Content

Content Guidelines

The purpose of this Site is to serve as a key resource and provide useful content to users in an effort to advance science & technology innovation and entrepreneurship in the US and globally. It is not intended to be utilized as a forum for self-promotion or for commercial gain by its users (e.g. users are not permitted to promote personal business interests or services through the Site).

Responsibility for Your Content

You alone are responsible for Your Content and assume all risks associated with Your Content. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein.

You represent and warrant that: (a) you own or control the Content uploaded or otherwise provided by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in this Agreement; (b) the posting and use of Your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (c) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service.  VentureWell reserves the right to take down or delete any Site Content from the Site for any or no reason, without prior notice.  TO THE EXTENT PERMITTED BY LAW, VENTUREWELL EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING IN CONNECTION WITH OR RELATING TO ANY SITE CONTENT, OR ANY COMPLIANCE WITH LAWS OR REGULATIONS GOVERNING PUBLICATION, BROADCAST, OR OTHER DISTRIBUTION OF CONTENT OVER THE PUBLIC AIRWAVES OR ACROSS THIRD PARTY NETWORKS.

Ownership and Our Right to Use Your Content

We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”).

Unless agreed to otherwise, VentureWell does not claim ownership of any information, including, without limitation, all Content that you upload or otherwise provide to the Service. Notwithstanding the above, for Content uploaded or otherwise provided that is covered by intellectual property rights, you grant VentureWell a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute and perform any Content or derivatives of it, with or without your name or username. This grant ends when you delete Your Content or your account unless Your Content has been shared with others, and they have not deleted it. You acknowledge and agree that VentureWell is not responsible for the use of Your Content by third parties who view Your Content.

VentureWell further takes no financial or ownership interest in the projects funded by its grantees which may utilize the Site. Applicants are advised to take appropriate steps to protect their intellectual property before submitting Content or other proposals to VentureWell and VentureWell shall not be liable for any losses or damages, direct or indirect, incidental or consequential, arising out of or in any manner connected with your use of the Site, uploading Content, or any your violation of any intellectual property rights associated with your use of the Site or Content.  You expressly assume all risk and liability for the foregoing.

Other

We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.

5. Events

Events and Acceptance of Terms

The term “VentureWell Event” means any event, gathering, promotion, contest, meet-up or the like that is organized or hosted by VentureWell.  In order to participate or attend a VentureWell Event you hereby agree to the terms in this Section.  If you find that you cannot or will not agree to such terms, please do not RSVP to or attend any VentureWell Events.  If you RSVP to any VentureWell Event through the Site, you signal that you have read, understand and agree to these Terms and Conditions of Use, including this Section.

Assumption of risk/release of liability/indemnity:

Although we try to create a safe environment at VentureWell Events, accidents happen.  We ask that you do your part to help limit the possibility that you might get injured at a VentureWell Event.  You agree to carefully consider the inherent risks in any activities that you choose to take part in and to take reasonable precautions before you choose to attend or participate at a VentureWell Event.

You (for yourself, your heirs, personal representatives, or assigns, and anyone else who might make a claim on your behalf) hereby release, waive, discharge and convent not sue VentureWell and its respective parent companies, subsidiaries, affiliates, officers, directors, partners, shareholders, members, agents, employees, vendors, sponsors and volunteers from any and all claims, demands, causes of action, damages, losses or expenses (including court costs and reasonable attorneys’ fees) which may arise out of, result from, or related in any way to your attendance at any VentureWell Event, except for any gross negligence or willful misconduct on our part.

You further agree to indemnify and hold VentureWell, its parents, subsidiaries, affiliates, officers, directors, employees, agents and representatives harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to, related to, or connected with your attendance or conduct at any VentureWell Event.

Photos

VentureWell and its sponsors and vendors sometimes take photos and videos at VentureWell Events, and later use them for promotional purposes.  By participating or attending any VentureWell Event, you agree that you may appear in some of these photos and videos, and you authorize their use in this fashion.  In addition, if you take any photos or videos of attendees at a VentureWell Event and provide them to us, you authorize us to use them in the same fashion, and represent that the attendees that appear in your photos and videos have consented to such use.  We do not control non-VentureWell Events or the people that organize them.

Termination

While we hope not to, we may prohibit your attendance at any VentureWell Event at any time if you fail to abide by these Terms and Conditions of Use, including this Section, or for any or no reason, without notice or liability of any kind.  We reserve the right to cancel any VentureWell Event at any time, for any reason, and without liability or prejudice.

6. Dispute Resolution, Arbitration, Class Action Waiver, Available Remedies, Governing Law and Jurisdiction

PLEASE READ THIS FOLLOWING CLAUSE CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

a. Dispute Resolution Generally

By using or otherwise interacting with the Site, you agree to that (a) any and all disputes, claims, and causes of action arising out of or in connection with the Site shall be resolved individually without resort to any form of class action; (b) any claims, judgments and awards shall be limited to reasonable and actual out-of- pocket costs incurred, but in no event attorney’s fees; and (c) under no circumstances will you be permitted to obtain any award for, and you hereby waive all rights to claim, punitive, incidental, indirect or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than damages for reasonable and actual out-of-pocket expenses.  The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

For New Jersey residents, the limitations set forth above are inapplicable where attorneys’ fees, court costs, or other damages are mandated by statute.

b. Arbitration

IF THE PARTIES DO NOT REACH AN AGREED UPON SOLUTION WITHIN A PERIOD OF THIRTY (30) DAYS FROM THE TIME INFORMAL DISPUTE RESOLUTION IS PURSUED AS SET FORTH ABOVE, THEN ANY REMAINING CONTROVERSY OR CLAIM ARISING OUT OF YOUR USE OF THE SITE SHALL BE SETTLED BY BINDING ARBITRATION IN A LOCATION DETERMINED BY THE ARBITRATOR AS SET FORTH HEREIN (PROVIDED THAT SUCH LOCATION IS REASONABLY CONVENIENT FOR CLAIMANT), OR AT SUCH OTHER LOCATION AS MAY BE MUTUALLY AGREED UPON BY THE PARTIES, IN ACCORDANCE WITH THE American Arbitration Association (AAA) under its Commercial Arbitration Rules THEN PREVAILING, AND JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

THE PARTIES UNDERSTAND THAT, IN LIGHT OF THIS MANDATORY PROVISION, THEY ARE WAIVING THEIR RIGHTS TO SUE IN COURT AND HAVE THEIR DISPUTES RESOLVED BY A JUDGE OR JURY TRIAL. 

THE ARBITRATOR SHALL BE SELECTED PURSUANT TO THE AMERICAN ARBITRATION ASSOCIATION RULES AND PROCEDURES. THE ARBITRATOR SHALL APPLY DELAWARE LAW CONSISTENT WITH THE FEDERAL ARBITRATION ACT AND APPLICABLE STATUTES OF LIMITATIONS, AND SHALL HONOR CLAIMS OF PRIVILEGE RECOGNIZED AT LAW. IF ANY PART OF THIS ARBITRATION PROVISION IS DEEMED TO BE INVALID, UNENFORCEABLE OR ILLEGAL (OTHER THAN THAT CLAIMS WILL NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS), OR OTHERWISE CONFLICTS WITH THE RULES AND PROCEDURES ESTABLISHED BY THE AAA, THEN THE BALANCE OF THIS ARBITRATION PROVISION SHALL REMAIN IN EFFECT AND SHALL BE CONSTRUED IN ACCORDANCE WITH ITS TERMS AS IF THE INVALID, UNENFORCEABLE, ILLEGAL OR CONFLICTING PROVISION WERE NOT CONTAINED HEREIN. IF, HOWEVER, THE PORTION THAT IS DEEMED INVALID, UNENFORCEABLE OR ILLEGAL IS THAT CLAIMS WILL NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID, AND NEITHER CLAIMANT NOR VENTUREWELL SHALL BE ENTITLED TO ARBITRATE THEIR DISPUTE. UPON FILING A DEMAND FOR ARBITRATION, ALL PARTIES TO SUCH ARBITRATION SHALL HAVE THE RIGHT OF DISCOVERY, WHICH DISCOVERY SHALL BE COMPLETED WITHIN SIXTY (60) DAYS AFTER THE DEMAND FOR ARBITRATION IS MADE, UNLESS FURTHER EXTENDED BY MUTUAL AGREEMENT OF THE PARTIES.  THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.  DO NOT DOWNLOAD AND/OR USE THE SITE IF YOU DO NOT AGREE TO HAVE ANY CLAIM OR CONTROVERSY ARBITRATED IN ACCORDANCE WITH THESE TERMS AND CONDITIONS.

c. Class Action and Class Arbitration Waiver

BY USING, SETTING UP AN ACCOUNT, THROUGH OR OTHERWISE INTERACTING WITH THE SITE, YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SITE WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.

d. Available Remedies

By using, setting up an account, through or otherwise interacting with the Site, you agree that to the extent permitted by applicable law, (1) any and all claims, judgments and awards will be limited to actual third-party, out-of-pocket costs incurred (if any), but in no event will attorneys’ fees be awarded or recoverable; (2) under no circumstances will you be permitted to obtain any award for, and you hereby knowingly and expressly waive all rights to seek, punitive, incidental, consequential or special damages, lost profits and/or any other damages, other than actual out of pocket expenses), and/or any rights to have damages multiplied or otherwise increased; and (3) your remedies are limited to a claim for money damages (if any) and you irrevocably waive any right to seek injunctive or equitable relief.

For New Jersey residents, the limitations set forth above are inapplicable where attorneys’ fees, court costs, or other damages are mandated by statute.

e. 30 Day Right to Opt Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in the preceding three paragraphs by sending written notice of your decision to opt-out to the following address: optout@venturewell.org. The notice must be sent within thirty (30) days of registering to use the Site, otherwise you shall be bound to arbitrate disputes in accordance with the terms of these Sections.  If you opt-out of these arbitration provisions, VentureWell also will not be bound by them.

f. Exclusive Venue for Litigation

Solely to the extent the arbitration provisions set forth above do not apply, or for purposes of either party enforcing an award granted to it pursuant to arbitration, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Massachusetts. The parties expressly consent to exclusive jurisdiction in Massachusetts for any litigation.  The Parties irrevocably consent to personal jurisdiction in Massachusetts for any litigation and hereby waive, for all purposes, their right to challenge the lack of personal jurisdiction of Massachusetts over any litigation arising in connection with, out of, or as a result of (a) these Terms or the VentureWell Site, and (b) any acts or omissions of any of the parties in connection with these Terms and Conditions or the Site.

h. Governing Law & Jurisdiction

All disputes in connection with the Site and any Content generated through the Site, shall be governed by, and construed in accordance with, the laws of the State of Massachusetts without giving effect to the conflict of laws rules thereof.

7. Disclaimer

THE SITE IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR OTHER TERMS OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENTUREWELL DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), INCLUDING THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.  VENTUREWELL DOES NOT REPRESENT, WARRANT OR COVENANT THAT THE SITE WILL BE AVAILABLE OR ERROR FREE.

8. Liability

YOU ACKNOWLEDGE THAT YOUR USE OF SITE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENTUREWELL, ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING OR PUBLISHING CONTENT OR MAINTAINING OR DELIVERING THE WEBSITE) AND THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND AGENTS OF VENTUREWELL EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGE ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION AND WHETHER IN TORT, IN CONNECTION WITH THE SITE IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, UNAUTHORIZED ACCESS TO OR ALTERNATION OF YOUR SUBMISSIONS, CONTENT, OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PERSON ON THE SITE, ANY OTHER MATTER RELATED TO THE SITE AND ANY WEBSITES LINKED TO THE SITE, OR THE MATERIAL ON SUCH WEBSITES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, CONTENT, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE WEBSITE OR YOUR DOWNLOADING OF ANY CONTENT FROM SUCH WEBSITE OR ANY WEBSITE LINKED TO SUCH WEBSITE.

9. Proprietary Information

Copyright and Trademark

Unless otherwise noted (i.e. for Content not owned by VentureWell), all materials published in or through the Site are protected as the copyrights, trade dress, trademarks and/or other intellectual property of VentureWell or its licensors.  You may not remove or alter any copyright, trademark or other proprietary right notice in the Site.  All rights not expressly granted are reserved.

VentureWell respects intellectual property and other rights.   As set forth in the following paragraphs, VentureWell has a policy of responding to notices of alleged copyright and trademark infringement that comply with applicable laws, including the Digital Millennium Copyright Act (DMCA) in the United States, and terminating accounts of repeat infringers in appropriate circumstances.  To report a problem other than copyright or trademark infringement, please email VentureWell’s Designated Agent at support@venturewell.org.  VentureWell may, in its sole discretion, limit, suspend, or terminate and user’s access or account, delay or remove Content, and take technical and legal steps to keep users from using the Site, if VentureWell thinks that such users are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, circumventing temporary or permanent suspensions or harassing our employees or other users).

Digital Millennium Copyright Act (“DMCA”) Policy

VentureWell will respond to proper notifications of claimed copyright infringement with respect to material posted by users and will take appropriate action including removing and disabling access to the allegedly infringing material.  VentureWell also will, in appropriate circumstances, terminate the accounts of registered users whom we find to be repeat infringers.  VentureWell also may, in its discretion, suspend and/or terminate the account of any registered user who infringes another’s intellectual property right, whether or not there is repeat infringement.

If you believe your copyright has been infringed, you should submit notice to:   legal@venturewell.org.   Any such notice should include the following:

  1. Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
  4. Your contact information reasonably sufficient to permit VentureWell to contact you, such as an address, telephone number, and if available, an email address where you may be contacted.
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If a notice of copyright infringement has been filed against material posted by you, you may make a counter-notification with (support@venturewell.org) listed above, provided that such counter-notification must be in writing and contain the following requisite information:

  1. Your physical or electronic signature.
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
  3. A statement by you under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.
  4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which you are located (or in the State of Massachusetts, U.S.A., if you reside outside of the U.S.A.), and that you will accept service of process from the person who filed the notice of copyright infringement or an agent of such person.

If we receive a valid counter-notification, we may reinstate the removed or disabled material in accordance with the DMCA

Reservation of Rights in Site

VentureWell reserves all right, title and interest in and to the Site, including all related intellectual property rights. No rights are granted to you other than as expressly set forth herein, whether by implication, estoppel, or otherwise.  All enhancements, modifications, and derivative works made to the Site (collectively, the “Derivatives”), and all intellectual property rights therein, shall be owned by VentureWell, whether or not such Derivatives are made at your request or instruction, with the exception of any Your Content contained in the Derivatives which shall continue to be owned by you.  You hereby irrevocably assign to VentureWell all right, title and interest in and to the Derivatives, including all intellectual property rights therein that may inure to you or that you are deemed to obtain pursuant to this Agreement.

Restrictions

You shall not: (a) modify or create derivative works based on the Site, (b) reverse engineer the Site, or (c) access the Site in order to (i) build a similar or competitive product to or service to the Site to which the Content is uploaded or posted, (ii) carry out benchmarking of the Site, including by monitoring their availability, performance or functionality, or (iii) copy any features, functions or graphics of the Site.

Suggestions

You may, but are not obligated to, provide suggestions, enhancement requests, recommendations or other feedback provided by Customer (“Suggestions“). You hereby grant VentureWell a royalty-free, worldwide, irrevocable, sublicensable, transferable, perpetual license to use, disclose, reproduce, license, distribute and exploit such Suggestions, and incorporate Suggestions into the Site and its other services, products, technologies, documentation or other development with no obligation to pay, attribute, license or to make available to, you or any other person or entity.

Confidentiality

You agree not to disclose VentureWell proprietary information, algorithms, or any other confidential information, communications, statistics, or performance metrics of VentureWell, without the prior written consent of VentureWell.

Publicity

During the term of this Agreement, (a) VentureWell may publicly refer to you as a customer of VentureWell and may use your name, trade names, screen captures brands and logos orally and in written materials, including on its websites, in connection therewith, and (b) you may publicly refer to VentureWell orally, in writing, or in connection with your Account. Subject to your satisfaction with Site, you shall have the option to cooperate with VentureWell’s to participate in a press release and/or customer testimonial. You will have the opportunity to request review of the press release and/or customer testimonial prior to issuance and VentureWell will reasonably consider any modifications you may request. You may be asked to be the subject of a case study about your experience and success with the Site; participation will only be upon your approval and shall be in accordance with any additional VentureWell participation guidelines.  If your approval for a case study is given, you further grant VentureWell the right to use Your Content and Account data in connection with the case study.

Special Provisions Applicable to Users Outside the United States

We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to users outside the United States:

  • You consent to having your Personal Information transferred to and processed in the United States.
  • If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals, you will not engage in commercial activities on the Site.

10. Waiver

The delay or omission by either party to enforce or exercise any terms or right pursuant to this Agreement will not impair any such term or right nor be construed to be a waiver thereof and will in no way affect the other party’s right later to enforce it. Any waiver by either party of any covenants, conditions or agreements to be performed by the other party will not be construed to be a waiver of any succeeding breach thereof or any covenant, conditions or agreement herein contained.

11. Third Party Links

The Site may contain links to third party websites that are not owned or controlled by VentureWell. VentureWell has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, VentureWell will not and cannot censor or edit the content of any third-party site. By using the Site, you expressly relieve VentureWell from any and all liability arising from your use of any third-party website.

Accordingly, we encourage you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each other website that you visit.

12. Assignment

You may not assign any of your rights or obligations hereunder without the prior express written consent of VentureWell. Any attempt by you to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. VentureWell may assign this Agreement together with all rights and obligations hereunder, without restriction, including to a successor entity resulting from a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13. Miscellaneous

If any part of these Terms and Conditions is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity or enforceability of any remaining provisions. Any information related to your use of the Site for illegal purposes will be provided to law enforcement authorities. This Agreement, as well as VentureWell’s Privacy Policy, constitutes the entire agreement between the parties relating to the use of the Site and supersedes and replaces any prior agreement and communication between the parties relating thereto.

 

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