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.
- 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").
- 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).
- 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).
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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").
- 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.
- 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.
- 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.
- 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.
- 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:
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
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.
- 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.
- 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.
- Community Guidelines. You acknowledge and agree that your use of the Marketplace will at all times comply with our Community Guidelines.
- 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.
- 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.
- 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.
- 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.