End user license agreement

LIFE AT VENN APP END USER LICENSE AGREEMENT

Last updated: June 2022

PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE APP.

By clicking the " I Accept" or "ok" button, or installing and/or using the Venn Wellbeing mobile software application (" App"), you expressly acknowledge and agree that you are entering into a legal agreement with Venn 2014 Ltd., its subsidiaries and affiliates (collectively, " Venn", " we", " us" or " our"), you affirm that you are at least eighteen (18) years old, and have understood and agree to comply with, and be legally bound by, the terms and conditions of this End User License Agreement (" Agreement"). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you are not eighteen (18) years old and/or do not agree to be bound by this Agreement please do not download, install or use the App.

1. Services. Venn offers to its registered community members (" Members") a unique platform which enables them to engage with Venn and other Members on various matters concerning the communal housing. The App is designed in a manner which provides Members a comfortable and accessible community housing environment and services, including but not limited to, ongoing housing services, maintenance and repair services, community events established by Venn or the Members, business promotions, shared bulletin boards, Members marketplace, etc. (collectively, the " Services").
2. App License. Subject to the terms and conditions of this Agreement, we hereby grant you a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (" License") to: (i) download, install and use the App on a mobile telephone, tablet or device (each, a " Device") that you own or control; and (ii) access and use the App on that Device and the Services provided therein, in accordance with this Agreement and any applicable Usage Rules (defined below).
3. License Restrictions. You agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the App; (ii) make the App available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the App; (iv) copy, modify, improve, or create derivative works of the App (or any part thereof); (v) circumvent, disable or otherwise interfere with security-related features of the App, or features that prevent or restrict use or copying of any content or that enforce limitations on use of the App; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the App; (vii) use any communications systems provided by the App to send unauthorized and/or unsolicited commercial communications; (viii) use the Venn name, logo or trademarks without our prior written consent; (ix) use the App to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement; and/or (x) use the App and the Members marketplace to offer illegal products or publish Prohibited Content (as defined below).
4. Account. In order to use some of the features on the App you may have to create or use an account (an " Account"). If you create an Account, you must provide accurate and complete information for yourself. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any unauthorized use of your Account that you become aware of.
5. App Usage Rules. If you are downloading the App from a third party mobile device platform or service provider (each, a " Distributor"), please be aware that the Distributor may have established usage rules which also govern your use of the App (" Usage Rules"). We specifically refer to the Usage Rules of certain Distributors below in the section below entitled 'Distributor Requirements and Usage Rules', but other Usage Rules may be applicable depending on where the App has been downloaded from. You acknowledge that, prior to downloading the App from a Distributor, you have had the opportunity to review and understand, and will comply with, its Usage Rules. The Usage Rules that are applicable to your use of the App are incorporated into this Agreement by this reference. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the App. If you are unable to make such a representation you are prohibited from installing and/or using the App.
6. Location Data. Certain features or functionalities (" Features") of the App collect or are dependent on data related to your (and your Device's) geographic location (" Location Data"). If you wish to use these Features, you agree to provide or to make your Location Data accessible to us. To the extent that we do collect Location Data, we shall use it in accordance with our Privacy Policy (defined below). If you do not provide or make such Location Data accessible then the Features may be limited or not operate.
7. Use of the App in a Vehicle. If you are using the App in a vehicle, you agree: (i) to comply with all applicable traffic laws; and (ii) if you are the driver, not to use the App unless your vehicle is stationary and legally parked.
8. Third Party Sources and Content.
   8.1. The App enables you to view, access, link to, and use content from third party websites and services (" Third Party Sources") that are not owned or controlled by us (" Third Party Content"). The App may also enable you to communicate and interact with such Third Party Sources.
   8.2. We are not affiliated with and have no control over any Third Party Sources. We do not assume any responsibility for the content, terms of use, privacy policies, actions or practices of, any Third Party Sources. Please read the terms of use and privacy policy of any Third Party Source that you interact with before you engage in any such activity.
   8.3. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights (defined below) of, or relating to, any Third Party Content.
   8.4 We do not endorse any advertising, promotions, campaigns, products, services or other materials that is included in any Third Party Content or that is communicated to you from a Third Party Source.
   8.5 By using the App and/or Services you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or objectionable. You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk.
   8.6 You are solely responsible and liable for your interaction with a Third Party Source. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Venn, and release Venn from any and all liability, arising from your use of and interaction on any Third Party Content and from your interaction with any Third Party Source. If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly.
   8.7 Messages . The App may permit you to send messages to a Third Party Source or to other App users (" Messages"). You are solely responsible for your Messages and the consequencesof sending them, and you agree to hold us harmless, and expressly release us, from any and all liability arising from your Messages. You grant us a worldwide license to use, store, and reproduce your Messages for the limited purpose of facilitating sending them to your designated recipients (and we may also use the tools, software or services of third party service providers to facilitate the sending of Messages to your designated recipients). You represent and warrant that you own or have the necessary rights and permissions to use all of the Intellectual Property Rights (as defined below) in and to your Messages, and to grant the foregoing license to us. You retain all of your ownership rights in your Messages. You acknowledge and agree that the provisions of Section 19 (Member Submissions) below shall also apply to Messages that you send via the App.
   
9. Intellectual Property Rights.
   9.1. Ownership. The App is licensed and not sold to you under this Agreement and you acknowledge that Venn and its licensors retain all title, ownership rights and Intellectual Property Rights in and to the App (and its related software). We reserve all rights not expressly granted herein to the App. " Intellectual Property Rights" means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
   9.2. Content. The content on the App, including without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (" Materials"), and the Member Submissions (defined below), and the trademarks, service marks and logos contained therein (" Marks", and together with the Materials and Member Submissions, the " Content"), is subject to the exclusive ownership or control of Venn and/or its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. "Venn" and the Venn logo are Marks of Venn and its affiliates. All other Marks used on the App are the trademarks, service marks, or logos of their respective owners.
   9.3. Use of Content. The content on the App is provided to you "as is", for your personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the content you must retain all copyright and other proprietary notices contained therein.
   
10. Payments.
    10.1. The License granted to you hereunder is free of charge; however we do charge a fee for certain portions and features of the Services, uses or in-app purchases. You will not be charged for any such uses of the Services unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the App and/or the Services.
    10.2. Please be aware that your use of the App and/or Services provided therein may require and utilize internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage are applicable, you agree to be solely responsible for those charges.
    
11. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the App is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof without the requirement of giving you any notice prior to or after making such changes to the Content.
12. Privacy. We will use any personal information that we may collect or obtain in connection with the App and/or Services in accordance with our privacy policy which is available at https://legal.venn.city/app/privacy (" Privacy Policy"). Notwithstanding, you are aware that you are not legally obligated to provide us personal information, and you hereby confirm that providing us personal information is at your own free will. Please also be aware that certain personal information and other information provided by you in connection with your use of the App may be stored on your Device (even if we do not collect that information).
13. Warranty Disclaimers.
    13.1. THE APP AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
    13.2. WE DO NOT WARRANT THAT THE APP AND SERVICES WILL OPERATE ERROR-FREE, THAT THE APP IS FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT WE WILL CORRECT ANY ERRORS IN THE APP. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
    13.3. WE DO NOT WARRANT THAT ANY PRODUCTS THAT YOU PURCHASE VIA THE APP AND/OR OR AS A RESULT OF USING THE APP FROM OTHER MEMBERS WILL OPERATE IS ACCORDANCE WITH THEIR DESCRIPTIONS, WILL BE NEW, ERROR FREE, AND/OR MEET YOU EXPECTATIONS AND WE HEREBY DISCLAIMS ANY AND CLAIMS THAT YOU MAY HAVE IN ACCORDANCE WITH SUCH PRODUCTS.
    13.4. IF YOU HAVE A DISPUTE WITH ANY OTHER MEMBER, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
    13.5. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
    
14. Limitation of Liability.
    14.1. UNDER NO CIRCUMSTANCES SHALL VENN BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE APP AND/OR SERVICES EVEN IF VENN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    14.2. IN ANY EVENT, VENN'S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE APP AND/OR SERVICES, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO VENN FOR USING THE APP AND THE SERVICES WITHIN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.
    
15. Indemnity. You agree to defend, indemnify and hold harmless Venn, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the App and/or Services; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
16. Updates and Upgrades. We may from time to time provide updates or upgrades to the App (each a " Revision"), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the App. All references herein to the App shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original App, unless the Revision is accompanied by a separate license agreement which will govern the Revision.
17. Third Party Open Source Software. Portions of the App may include third party open source software that are subject to third party terms and conditions (" Third Party Terms"). A list of any third party open source software and related Third Party Terms is available at https://legal.venn.city/app/opensource. If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, Venn makes no warranty or indemnity hereunder with respect to any third party open source software.
18. Term and Termination.
    18.1 This Agreement is effective until terminated by us or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the App; and/or (ii) terminate this Agreement and your use of the App with or without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the App in any way, your only recourse is to immediately discontinue use of the App.
    18.2 Upon termination of this Agreement, you shall cease all use of the App.ThisSection 18 and Sections‎9 (Intellectual Property Rights), 12 (Privacy), 13 (Warranty Disclaimers), 14 (Limitation of Liability), 15 (Indemnity) and ‎19 (Member Submissions) to 24 (General) shall survive termination of this Agreement.
    
19. Member Submissions.
    19.1. The App and/or Services may permit the hosting, sharing, posting, and publishing of content (including content related to services and products made available for sale by a Member) by you and other users (" Member Submissions"). Your Member Submissions may be posted to the App, or otherwise be made publicly available. You understand that whether or not such Member Submissions are published, we do not guarantee any confidentiality with respect to any Member Submissions. You shall be solely responsible for your Member Submissions and the consequencesof posting or publishing them. We retain complete discretion whether to publish your Member Submissions and we reserve the right without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all Member Submissions at any time and for any reason.
    19.2. Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights in and to your Member Submissions, and to enable inclusion and use thereof as contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, youshall retain all of your ownership rights in yourMember Submissions.
    19.3. License to Member Submissions. Subject to this Agreement and the terms of our Privacy Policy, by submitting the Member Submissions, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, and display your Member Submissions in connection with our Services, including without limitation for redistributing part or all of your Member Submissions (and derivative works thereof), and you hereby waive any moral rights in your Member Submissions, to the extent permitted by law.
    19.4. Exposure. You understand and acknowledge that when accessing and using the App and/or Services: (i) you may be exposed to Member Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such Member Submissions; and (ii) you may be exposed to Member Submissions that are inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect to (i) and (ii) herein.
    19.5. Disclosure. We reserve the right to access, read, preserve, and disclose any Member Submission or any other information that we obtain in connection with the App and/or Services as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce this Agreement, including investigation of potential violations of it, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your user support requests, or (v) protect the rights, property or safety of Venn, our users or the public.
    19.6. Prohibited Content. You agree that you will not send, display, post, submit, publish or transmit a Member Submission or Message that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person's safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches this Agreement (collectively (i) to (x) " Prohibited Content").
    
20. Copyright and Content Policy. It is our policy to respect the legitimate rights of copyright and other intellectual property owners, and we will respond to clear notices of alleged copyright infringement in accordance with our Copyright and Content Policy which may be viewed at: https://legal.venn.city/app/contentPolicy (" Copyright Notice").
21. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Venn without restriction or notification. Any prohibited assignment shall be null and void.
22. Modification. We reserve the right to modify this Agreement at any time by sending you an in-App notification and/or publishing the revised Agreement on the App. Such change will be effective ten (10) days following the foregoing notification thereof, and your continued use of the App thereafter means that you accept those changes.
23. Governing Law and Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yaffo, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.
24. General. This Agreement, and any other legal notices published by us in connection with the App and/or Services, shall constitute the entire agreement between you and Venn concerning the App and/or Services. In the event of a conflict between this Agreement and any such legal notices, the terms of the applicable notice shall prevail with respect to the subject matter of such notice. No amendment to this Agreement will be binding unless in writing and signed by Venn. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE APP AND/OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
25. Distributor Requirements and Usage Rules.
    25.1. Apple. If you download the App from the Apple, Inc. (" Apple") App Store (or in any event if you download an Apple iOS App) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:
    (i). You acknowledge and agree that:
         (a). this Agreement is concluded between Venn and you only, and not with Apple, and Venn and its licensors, and not Apple, are solely responsible for the App and the content thereof.
    (b). your use of the App is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into this Agreement.
    (c). the License granted herein is limited to a non-transferable right to use the App on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS;
    (d). Venn is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement, or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
    (e). Venn is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Venn' sole responsibility;
    (f). Venn, and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation;
    (g). in the event of any third party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, Apple shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim;
    (h). Apple, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
    (ii). You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
    (iii). If you have any questions, complaints, or claims regarding the App, please contact Venn at:
    

Email: Info@venn.city

Address: 23 Makor Haim, Tel Aviv, Israel

(iv). By entering into this Agreement you, to the extent legally permitted, hereby waive any applicable law requiring that this Agreement be localized to meet your language and other local requirements. To the extent that the foregoing is not permitted, you agree to be bound by the standard Apple Licensed Application End User License Agreement which is part of the Apple App Store Terms of Service, at www.apple.com/legal/itunes/us/terms.html#SERVICE (as amended from time to time).



Marketplace Terms of Service

Last Updated June 2022

These Marketplace Terms of Service (these " Terms") carefully because they govern your use of our digital marketplace platform designed as part of the Venn App to connect neighbors to local businesses through a marketplace that offers different services and products (the " Marketplace"), along with any other services accessible via the App. These Terms supplement, are incorporated into, and are made part of, the End User License Agreement (" EULA") governing your use of the Venn mobile application (" App"), through which this Marketplace is made available to you. Our Privacy Policy, found at https://global.venn.city/privacy, applies to your use of the Marketplace too.

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. USERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND VENN THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 "DISPUTE RESOLUTION" BELOW FOR DETAILS REGARDING ARBITRATION.

1. Agreement to Terms. By accepting these Terms or the EULA or by using the Marketplace, you (a) agree to be bound by these Terms and (b) represent and warrant that you have been duly authorized to bind any person or entity on behalf of which you use the Marketplace, including as indicated in your account on our app. If you don't agree to be bound by these Terms, do not use the Marketplace.
2. Changes to these Terms or the Marketplace. We may update the Terms from time to time in our sole discretion. If we do, we'll let you know by posting the updated Terms to the App, and/or may also send other communications. It's important that you review the Terms whenever we update them or you use the Marketplace. If you continue to use the Marketplace after we have posted updated Terms, it means that you accept and agree to the changes. If you don't agree to be bound by the changes, you may not use the Marketplace anymore. Because the Marketplace is evolving over time we may change or discontinue all or any part of the Marketplace, at any time and without notice, at our sole discretion.
3. Community Guidelines. You acknowledge and agree that your use of the Marketplace will at all times comply with our Community Guidelines.
4. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Marketplace or App (" Feedback"). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
5. Description of Marketplace Services; User Agreements.
   (a) The Marketplace allows you to connect with individuals or businesses willing to perform certain specified services, provide certain products or participate in events, and assists in scheduling such services or events (" Third Party Offerings"). In some cases, Third Party Offerings will be bundled and sold to you directly by Venn, along with Venn's products and services. All third party service providers and event participants providing such Third Party Offerings are independent contractors, not employees of Venn. Users acknowledge that Venn does not oversee, direct, control, or otherwise scrutinize or have any insight into Third Party Offerings. Nor does Venn control the quality, timing, legality, or any other aspect at all of the Third Party Offerings. Venn is not responsible for any omissions or poor performance related to Third Party Offerings. Venn is NOT RESPONSIBLE for any Third Party Offerings.
   (b) Users acknowledge and consent that a contract is formed when they consent to terms with another user or service provider for Third Party Offerings on the Marketplace. The terms of such contract include these Terms, and any contractual terms agreed to by both you and the other user/vendor on the Marketplace to the extent that such terms do not conflict with these Terms. Such terms do not expand Venn's obligations and do not restrict Venn's rights under these Terms. You consent that Venn is not a party to any contract or service agreement for Third Party Offerings. The formation of a contract will not, under any circumstances, create an employment or other service relationship between Venn and any service provider or user. As set forth in these Terms, Venn itself does not provide Third Party Offerings and does not itself employ individuals to provide Third Party Offerings. Each user assumes all responsibility and liability for proper classification of such users based on applicable legal guidelines.
   (c) Through the functionality of our Marketplace and App, you may submit requests to the Marketplace for products and services or to propose or schedule events. As part of any such request, you will be required to submit certain details regarding your request to Venn, including but not limited to your address or location, requested times and dates, Payment Information (as defined below), and other relevant parameters and details as requested through the Marketplace (collectively, " Customer Information"). You represent, warrant and covenant that all associated Customer Information that you submit to the Marketplace is complete, true and accurate, and does not omit any fact or information that would be required to make the Customer Information not misleading. Our Privacy Policy, found at https://global.venn.city/privacy, applies with respect to any Customer Information you provide or make available to the Marketplace.
   (d) Once you are bound to a contract with Venn or a service provider or user for products or services, you agree to pay the agreed price and all tips and charges as set forth in the Marketplace to Venn in accordance with these Terms. If your card is declined, or payment cannot otherwise be processed, we may suspend or cancel the services and instruct a service provider to hold any of your materials provided to us in connection with such services (e.g. laundry) until such payment has been made.
   (e) You acknowledge and agree that Venn and any service provider on the Marketplace may cancel any services, request for products or services, or events that it determines in its discretion has violated these Terms or that it otherwise finds objectionable for any reason. You further acknowledge and agree that Venn may remove you from the Marketplace and refuse to provide the Marketplace or deny any products or services, request for products or services, or events for any reason or no reason, in its sole discretion.
   (f) You hereby represent and affirm further that you will respect the privacy, property, and data protection rights of Marketplace users. You represent and affirm further that you will fulfill the commitments you make to other Marketplace users. This shall include paying/receiving payment through the Marketplace, communicating clearly and promptly through the Marketplace, and/or responding to invitations promptly, and only utilizing the third party payment processing system specified by us to make or receive payment for products and services provided through the Marketplace. You also represent and affirm further that you will act professionally and responsibly in your interactions with other users.
   (g) You will pay for any products and services through by our designated payment processor (i.e., Stripe) as indicated on the Marketplace for the fees indicated on the Marketplace. All users consent to these Terms during the appointment, accomplishment and completion of a contract for products and/or services. You furthermore consent to inform Venn of any disagreements or the filing of any claims and to informally negotiate any such disagreement via Venn representatives for at least thirty (30) days before initiating any further proceeding between the parties.
   (h) We claim in advance the right to withdraw or amend the Marketplace, and any product or service provided on it, at our exclusive discretion without prior notice. We will not be liable if, for any reason, all or any part of the Marketplace is unavailable at any time or for any time period. From time to time, we may restrict access to certain parts of the Marketplace, or the complete Marketplace, to users for any reason or no reason at all.
   
6. Payment Terms. Certain products or services you purchase on the Marketplace may require payment of a fee and you agree to pay such fees. Some products or services may require a one-time payment (" One-Time Payment") and others may require purchasing a subscription (" Subscription") for such use. Our " Market Bundles" model features offerings of products and services from Venn bundled with Third Party Offerings, which may be subject to both One-Time Payments and Subscriptions.
   (a) Whether you make a One-Time Payment or purchase a Subscription (each, a " Transaction"), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We (or our payment processor) may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, " Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
   (b) If you purchase a Subscription for any products or services from Venn or a service provider on the Marketplace, you will be charged the applicable annual or monthly Subscription fee, plus any applicable taxes, and other charges (" Subscription Fee"), at the beginning of your Subscription and each renewal period thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE VENN AND ITS SERVICE PROVIDER(S) (AS APPLICABLE) TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each renewal period on the month or year anniversary (as applicable to the Subscription) of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. No less than thirty (30) days and no more than sixty (60) days before your Subscription term ends, or otherwise in accordance with applicable law, Venn will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription from Venn or a service provider on the Marketplace, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Venn. Your Subscription continues until cancelled by you or we terminate your access to or use of the App, Marketplace or Subscription in accordance with these Terms.
   (c) YOUR TRANSACTION IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE TRANSACTION AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction for this reason, we'll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You can cancel your Subscription through your account management settings on the App. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Subscription will continue until the end of your then current Subscription period and will then terminate without further charges.
   (d) Payment processing services for Venn are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (collectively, the " Stripe Terms of Service"). By agreeing to these terms or continuing to participate in Transactions on Venn, you agree to be bound by the Stripe Terms of Service, as the same may be modified by Stripe from time to time. As a condition of Venn enabling payment processing services through Stripe, you agree to provide Venn accurate and complete information about you and your business, and you authorize Venn to share it and transaction information related to your use of the payment processing services provided by Stripe.
   (e) Venn reserves the right, at its exclusive discretion (but not under obligation), for any reason, upon request from a service provider or other user or upon notice of any potential fraud, unauthorized charges or other misuse of the Marketplace or App, to either place on hold any payment, provide credits, or arrange for the payment processor to do so.
   (f) Venn is not and will not be a participant in any contracts for products, services or events on the Marketplace. Transactions through the Marketplace are made from the customer to the service provider and not made by Venn. Venn is not obligated to pay a service provider in the event of a customer's failure to pay for products, services or events.
   (g) Venn may offer may, at its sole discretion, free trials of Market Bundles or other Marketplace services from time to time (" Free Trial"). The specific terms of this Free Trial will be provided at signup and your use of the Free Trial is subject to your compliance with such specific terms. Free Trials may not be combined with any other offer. Except as may otherwise be provided in the specific terms for the Free Trial offer, Free Trials are only available to users who have not previously subscribed to the Marketplace in connection with which the Free Trial is being offered. You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by Venn until the Free Trial has expired. Unless otherwise stated in the specific terms for the Free Trial, on the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable recurring Subscription fees (plus any applicable taxes) for the type of Subscription you have selected. Instructions for cancelling your Subscription are stated above in Section 7(c). Subject to applicable law, at any time and without notice, Venn reserves the right to: (i) modify the terms and conditions of the Free Trial; or (ii) cancel such Free Trial.
   (h) Venn may from time to time provide certain promotional opportunities, sweepstakes, or contests to Users. All such promotions shall be run at the entire discretion of Venn. They can be activated, modified or removed at any time by Venn without advance notification. The liability of any of Venn's partners pursuant to such promotional opportunities, sweepstakes, and contests shall be limited pursuant to these Terms.
7. Just a Marketplace; Release and Disclaimers.
   (a) The Marketplace is a place where users connect. Because Venn is not involved in the actual contact between users or service providers or in the completion of contracted products or services, in the event that you have a disagreement with one or more users, Venn and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) are released from any and all claims, demands, or damages (actual or consequential) of all kinds and classes, suspected and unsuspected, known and unknown, disclosed and undisclosed, arising from or in any way connected with such disagreements.
   (a) VENN EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE MARKETPLACE. YOU HEREBY WAIVE, TO THE EXTENT APPLICABLE, THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY COMPARABLE LAW IN ANY OTHER APPLICABLE GOVERNING JURISDICTION). THIS CODE 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 OR HER SETTLEMENT WITH THE DEBTOR."
   (b) WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE MARKETPLACE OR OF THE PORTION OF THE MARKETPLACE PROVIDED TO YOU BY A SERVICE PROVIDER OR OTHER THIRD PARTY PARTNER. ANY PORTION OF THE MARKETPLACE BEING PROVIDED BY A SERVICE PROVIDER OR OTHER THIRD PARTY PARTNER TO A USER IS A DIRECT RELATIONSHIP BETWEEN SUCH SERVICE PROVIDER OR OTHER THIRD PARTY PARTNER AND THE USER AND IS SUBJECT TO THE SERVICE PROVIDER'S OR OTHER THIRD PARTY PARTNER'S TERMS AND CONDITIONS AGREED UPON BY THEM, AND THE USER WILL BE BOUND BY THE TERMS OF SUCH SERVICE PROVIDER'S OR OTHER THIRD PARTY PARTNER'S TERMS AND CONDITIONS FOR USING SUCH PORTION OF THE MARKETPLACE. VENN IS NOT A PARTY TO ANY SUCH RELATIONSHIP OR SEPARATE AGREEMENT ENTERED INTO AMONG AND BETWEEN THE USERS AND ANY SUCH SERVICE PROVIDERS OR OTHER THIRD PARTY PARTNERS, AND VENN DISCLAIMS ANY AND ALL LIABILITY RELATING TO ANY SUCH RELATIONSHIP OR AGREEMENT.
   
8. Dispute Resolution.
   (a). Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the EULA or the breach, termination, enforcement, interpretation or validity thereof or the use of the Marketplace or the App (collectively, " Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Venn agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms and the EULA, and that you and Venn are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms and the EULA.
   (b). Exceptions. As limited exceptions to Section (a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
   (c). Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (" AAA") under its Consumer Arbitration Rules (the " AAA Rules") then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
   Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. (d). Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won't seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we'll pay all of our attorneys' fees and costs and won't seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.
   (e). Injunctive and Declaratory Relief. Except as provided in Section (b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
   (f). Class Action Waiver. YOU AND VENN AGREE THAT EACH 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 OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute 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 this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
   (g). Severability. With the exception of any of the provisions in Section (f) of these Terms (" Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms or the EULA is invalid or unenforceable, the other parts of these Terms and the EULA will still apply.