VenturiBase Terms of Service
Effective Date: December 1, 2025
1. AGREEMENTThese Terms of Service (the "Agreement") constitute a legally binding agreement by and between VenturiBase, LLC (hereinafter, "VenturiBase") and the User (hereinafter "Client" or "Client's") concerning Client's use of VenturiBase's website located at https://www.venturibase.com/ (the "Website") and any associated VenturiBase applications (the "Applications") and the services available through the Website and Applications (the "Services"). By using the Services, the Client represents and warrants that Client has read and understands, and agrees to be bound by, this Agreement and VenturiBase's Privacy Policy and Security Policy, which are incorporated herein by reference and made part of this Agreement. IF CLIENT DOES NOT UNDERSTAND THIS AGREEMENT, OR DOES NOT AGREE TO BE BOUND BY THESE TERMS, CLIENT MAY NOT USE THE SERVICES.
2. PRIVACY AND SECURITY POLICIESBy using the Services, Client consents to the collection and use of certain information about the Client and any affiliates, employees, contractors, or team members of the Client (collectively hereinafter "Authorized Users"), as specified in the Privacy Policy and Security Policy. Use of information VenturiBase collects now is subject to the Privacy Policy and Security Policy in effect at the time such information is used.
3. CHANGES TO AGREEMENTVENTURIBASE RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME UPON NOTICE TO CLIENT, TO BE GIVEN BY: (I) THE POSTING OF A NEW VERSION; AND/OR (II) A CHANGE NOTICE ON THE WEBSITE OR APPLICATION; AND/OR (III) EMAIL NOTIFICATION TO THE ADDRESS ON FILE. IT IS CLIENT'S RESPONSIBILITY TO REVIEW THIS AGREEMENT PERIODICALLY. Client will be deemed to have agreed to any such modification or amendment by Client's decision to continue using the Services following the date in which the modified or amended Agreement is posted. Material changes to this Agreement will be communicated at least thirty (30) days prior to taking effect. In no case, however, shall such a decision by the Client be deemed to release the Client from any extant responsibilities or obligations arising herefrom.
4. ELIGIBILITYBY USING THE SERVICES, CLIENT REPRESENTS AND WARRANTS THAT THE CLIENT IS AT LEAST 18 YEARS OLD (FOR INDIVIDUALS IN THEIR PERSONAL CAPACITY) OR ARE AUTHORIZED TO ENTER INTO LEGALLY BINDING AGREEMENTS ON BEHALF OF A CURRENTLY ACTIVE AND LEGALLY CONSTITUTED CORPORATE ENTITY, AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. This Agreement is void where prohibited.
5. DESCRIPTION OF SERVICESVenturiBase provides sprint planning intelligence software that integrates with third-party project management tools (including but not limited to Jira and Azure DevOps) to organize, analyze, and visualize software development work. The Services include epic discovery, multi-sprint planning views, dependency visualization, and AI-powered planning recommendations. The Services process Client's project management data ("Planning Data") to provide these capabilities.
6. COMMERCIAL USE AND PAYMENTAny Client using the Services shall be entitled to use the Services and any such Applications only in exchange for the payment of fees as published or otherwise communicated to the Client by VenturiBase. By using the Services, the Client hereby agrees to pay all such fees due for and incurred by Client in Client's usage of the Services.
When the Client establishes use of the Services, the Client must designate and provide information about Client's preferred payment method ("Payment Method"). Client may switch to a different Payment Method or update Client's information by visiting the "Settings" page within the Website and Applications. THE CLIENT SHALL BE RESPONSIBLE FOR MAINTAINING THE CURRENCY AND ACCURACY OF SUCH INFORMATION, AND HEREBY CONSENTS TO AND AUTHORIZES BILLING THROUGH ANY ACCEPTED THIRD PARTY PAYMENT PROCESSOR (INCLUDING BUT NOT LIMITED TO CREDIT CARDS, DEMAND DRAFTS, OR OTHER ELECTRONIC PAYMENT SERVICES).
VenturiBase operates on a "pay as you plan" pricing model. Fees are charged per planning event as defined and published on the Website. All fees due for the Services are payable upon usage or as otherwise specified at the time of purchase. IN ALL CASES ALL FEES ARE FULLY NONREFUNDABLE ONCE BILLED BY VENTURIBASE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
VenturiBase reserves the right to immediately suspend or terminate the Client's access to all records and functionalities provided pursuant to the Services for any late or nonpayment of associated charges.
VenturiBase reserves the right to increase fees charged for the Services or to institute new fees at any time upon reasonable notice posted in advance on the Website and/or Applications. The Client hereby consents to such changes in accordance with Section 3 of these Terms.
7. LICENSESubject to Client's compliance with the terms and conditions of this Agreement, VenturiBase grants the Client a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Services through the Website or by downloading and installing such Applications as VenturiBase may include in the Services. THE SERVICES ARE FOR CLIENT'S SOLE COMMERCIAL USE FOR CLIENT'S INTERNAL BUSINESS PURPOSES. The Services, including the Website and any Applications, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose except as contemplated herein without the express written consent of VenturiBase. Except as expressly set forth herein, this Agreement grants the Client no rights in or to the intellectual property of VenturiBase or any other party. The license granted in this section is conditioned on the Client's compliance with the terms and conditions of this Agreement. In the event that Client breaches any provision of this Agreement, the Client's rights, but not obligations or responsibilities, under this section will immediately terminate.
When accessing the Services or such Applications as VenturiBase may include with the Services through third parties approved by VenturiBase, the Client acknowledges and agrees that: (a) this Agreement is concluded between VenturiBase and the Client, and not with such third parties, and that VenturiBase is solely responsible for the Services and any such Applications; (b) the third party has no obligation to furnish any maintenance and support services with respect to the Services or any such Applications; (c) Client HEREBY INDEMNIFIES, HOLDS HARMLESS, AND IRREVOCABLY WAIVES ALL CLAIMS AND CAUSES OF ACTION AGAINST SUCH THIRD PARTIES FOR ANY REASON AND UNDER ANY THEORY OF LAW WHATSOEVER BY ANY PARTY ARISING FROM, IN WHOLE OR IN PART, FROM THE CLIENT'S USE OF THE SERVICES OR ANY SUCH APPLICATIONS RENDERED PURSUANT TO THESE TERMS UNLESS AUTHORIZED IN WRITING TO THE CONTRARY BY VENTURIBASE.
8. THE SERVICE DOES NOT PROVIDE PROFESSIONAL PROJECT MANAGEMENT CONSULTINGVenturiBase provides the Services for informational and organizational convenience purposes only. VenturiBase is not a project management consultancy, and VenturiBase does not provide professional project management services, render professional consulting advice, nor represent itself to be a certified project management or agile coaching service. THE SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, PROFESSIONAL PROJECT MANAGEMENT ADVICE OR OPINION. The Services are not a substitute for the judgment of qualified project managers, scrum masters, or engineering leaders, and the information made available on or through the Services should not be relied upon as the sole basis for project management decisions. CLIENT'S USE OF THE SERVICES DOES NOT CREATE A CONSULTING OR ADVISORY RELATIONSHIP BETWEEN THE CLIENT AND VENTURIBASE.
9. RISK ASSUMPTIONCLIENT KNOWINGLY AND FREELY ASSUMES ALL RISK WHEN USING THE WEBSITE, ANY APPLICATIONS AND SERVICES ON BEHALF OF CLIENT'S SELF AND AUTHORIZED USERS. THE CLIENT HEREBY VOLUNTARILY AGREES TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY VENTURIBASE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR PROPERTY DAMAGE, LOSS OF DATA, BUSINESS INTERRUPTION, LOST PROFITS, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO CLIENT OR TO THIRD PARTIES, WHICH MAY RESULT FROM CLIENT'S USE OF THE SERVICES AND ANY APPLICATIONS.
10. SECURITYIn connection with the Client's use of the Services, the Client is required to complete an electronic registration form. The Client represents and warrants that all user information the Client provides on the registration form or otherwise in connection with the Client's use of the Services or any Applications will be current, complete and accurate, and that the Client will update that information as necessary to maintain its completeness and accuracy by visiting the Client's account settings. For additional information, see the section concerning "User Ability to Access, Update, and Correct Personal Information" in VenturiBase's Privacy Policy.
The Client will also be asked to provide a user name and password in connection with the Client's use of certain of the Services. The Client is entirely responsible for maintaining the confidentiality and security of Client's password. The Client may not use the account, user name, or password of any other Client at any time. The Client agrees to notify VenturiBase immediately if the Client becomes aware of any unauthorized use of the Client's account, user name, or password, and to assist in the investigations of any such breaches as directed by VenturiBase. VenturiBase shall not be liable for any loss that the Client incurs as a result of unauthorized use of the Client's password, either with or without the Client's knowledge. Client may be held liable for any losses incurred by VenturiBase, its affiliates, officers, directors, employees, consultants, agents, other clients and representatives due to unauthorized use of the Client's account or password.
The Client represents and warrants that it shall maintain all devices from which it accesses the Services, Website, and any Applications in a secure manner and free from all computer viruses, worms, trojan horses, or other malicious or otherwise unlawful code. THE CLIENT HEREBY AGREES TO ASSUME ALL RESPONSIBILITY FOR AND INDEMNIFY VENTURIBASE FROM ALL EXPENSES AND CLAIMS ARISING FROM DAMAGES, DIRECT AND CONSEQUENTIAL, RESULTING FROM THE CLIENT'S FAILURE TO COMPLY WITH THIS SECTION OF THE TERMS.
11. THIRD-PARTY INTEGRATIONSThe Services integrate with third-party project management tools including but not limited to Atlassian Jira and Microsoft Azure DevOps (collectively, "Third-Party Tools"). Client acknowledges and agrees that:
(a) Client's use of Third-Party Tools is governed by the terms and conditions of those Third-Party Tools, and VenturiBase is not responsible for the availability, functionality, or policies of Third-Party Tools;
(b) Client is solely responsible for ensuring that Client has the appropriate permissions and authorizations to connect Third-Party Tools to the Services;
(c) VenturiBase accesses Third-Party Tools only through APIs and methods authorized by the Client and the Third-Party Tool provider;
(d) Any data retrieved from Third-Party Tools is subject to both this Agreement and the terms governing the Third-Party Tool;
(e) VenturiBase does not modify, write to, or alter data in Third-Party Tools unless explicitly requested by Client through the Services interface;
(f) VENTURIBASE DISCLAIMS ALL RESPONSIBILITY FOR ANY DISRUPTION, DATA LOSS, OR OTHER HARM ARISING FROM CHANGES TO THIRD-PARTY TOOL APIS, POLICIES, OR AVAILABILITY.
12. INTER-CLIENT DISPUTESVenturiBase reserves the right, but disclaims any perceived, implied or actual duty, to monitor disputes between the Client and any other clients of VenturiBase. Client agrees to hold VenturiBase harmless in connection with any dispute or claim Client makes against any other VenturiBase client, and in no case shall VenturiBase be deemed to have any fiduciary or other obligation to intervene, mediate or take any action whatsoever on behalf of or for the protection of any Client in or arising from such disputes. THE CLIENT HEREBY WAIVES IN PERPETUITY THE RIGHT TO, UNDER ANY CAUSE OF ACTION OR THEORY OF LAW, SEEK OR ENFORCE ANY JUDGMENT OR ORDER FOR SPECIFIC ENFORCEMENT AGAINST OR REQUIRING ACTION BY VENTURIBASE ARISING FROM SUCH DISPUTES. Without limiting the generality of the foregoing, VenturiBase reserves the right to take any action it believes, in its sole judgment and discretion, justified and appropriate in response to any such disputes.
13. CONSENT TO RECEIVE EMAIL FROM VENTURIBASEIn providing the Services, the Client may receive periodic email communications regarding the Services, Applications, new product offers and information regarding the Services, which are part of the Services and which the Client cannot opt out of receiving. Client may also receive periodic promotions and other offers or materials VenturiBase believes might be of interest to Client. The Client can opt-out of receiving these promotional messages at any time by (a) following the unsubscribe instructions contained in each message; or (b) changing the email preferences in Client's account.
14. THIRD-PARTY WEBSITES AND ADVERTISINGThe Services or Applications may include links to websites of third parties ("Third-Party Websites"), some of whom may have established relationships with VenturiBase and some of whom may not. VenturiBase does not have control over the content and performance of Third-Party Websites. VENTURIBASE HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, VENTURIBASE DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION, MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. VENTURIBASE DISCLAIMS, AND CLIENT AGREES TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO CLIENT OR TO THIRD PARTIES, RESULTING FROM CLIENT'S USE OF THIRD-PARTY WEBSITES.
15. THIRD-PARTY SERVICESCertain features, aspects, products and services offered through the Services are provided, in whole or in part, by third parties ("Third-Party Services" as provided by "Third-Party Service Providers"). In order to use Third-Party Services, Client may be required to enter into additional terms and conditions with Third-Party Service Providers. IF CLIENT DOES NOT UNDERSTAND OR DOES NOT AGREE TO BE BOUND BY THOSE ADDITIONAL TERMS AND CONDITIONS, CLIENT MAY NOT USE THE RELATED THIRD-PARTY SERVICES. In the event of any inconsistency between terms and conditions relating to Third-Party Services and the terms and conditions of this Agreement, those additional terms and conditions will control, although only with respect to such Third-Party Services. The providers of Third-Party Services may collect and use certain information about Client, as specified in the Third-Party Service Providers' privacy policies. Prior to providing information to any Third-Party Service Provider, Client should review their privacy policy. IF THE CLIENT DOES NOT UNDERSTAND OR DOES NOT AGREE TO THE TERMS OF A THIRD-PARTY SERVICE PROVIDER'S PRIVACY POLICY, THE CLIENT SHOULD NOT USE THE RELATED THIRD-PARTY SERVICES. VENTURIBASE HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY OF CLIENT'S INFORMATION COLLECTED OR USED BY THIRD-PARTY SERVICE PROVIDERS.
16. CLIENT DATA AND CONTENT"Client Data" is any content, materials, data or information (including without limitation project management data, ticket information, epic structures, sprint configurations, team information, and other planning-related data) that the Client uploads, posts, transmits, or makes accessible to VenturiBase, by means of or pursuant to the Services or any Applications, whether through direct upload, API connection, or integration with Third-Party Tools.
Client retains all right, title, and ownership of Client Data. Client hereby grants to VenturiBase a limited, non-exclusive, royalty-free license to access, process, and display Client Data solely for the purpose of providing the Services to Client. This license terminates upon termination of this Agreement or upon Client's deletion of Client Data from the Services.
VenturiBase shall not:
(a) Use Client Data for any purpose other than providing the Services to Client;
(b) Share, sell, rent, or disclose Client Data to any third party except as required to provide the Services or as required by law;
(c) Use Client Data for training machine learning models, analytics, or any purpose unrelated to providing the Services to Client;
(d) Retain Client Data beyond what is necessary to provide the Services or as required by law.
The Client hereby represents and warrants that the Client owns all rights, title and interest in and to Client Data or is otherwise authorized to grant the rights provided to VenturiBase under this section. Client represents and warrants that, when using the Website, Applications and Services, the Client will obey the law and respect the intellectual property and privacy rights of others. CLIENT SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY CLIENT'S USE OF THE WEBSITE, APPLICATIONS AND SERVICES.
VenturiBase reserves the right to access, read, preserve, and disclose any information as VenturiBase reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of VenturiBase, its users and the public.
17. OBJECTIONABLE CONTENTThe Client represents and warrants that Client shall not use the Services, Website, or any Application to upload, post, transmit, re-transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child exploitation material; (c) solicit personal information inappropriately; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) advertise or otherwise solicit funds or constitute a solicitation for goods or services unrelated to the Services; (g) violate any provision of this Agreement or any other VenturiBase agreement, guidelines or policy; or (h) is generally offensive or in bad taste, as determined by VenturiBase (collectively, "Objectionable Content"). VENTURIBASE DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE SERVICES AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, VenturiBase reserves the right to terminate the Client's use of the Services or the Client's uploading, posting, transmission, display, performance or distribution of Objectionable Content. VenturiBase, in its sole discretion, may delete any Objectionable Content from its servers. VenturiBase intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
18. PROHIBITED USESVenturiBase imposes certain restrictions on Client's use of the Services. Client represents and warrants that Client will not: (a) provide false, misleading or inaccurate information to VenturiBase or any other member; (b) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (c) create more than one unique account without authorization; (d) harvest or otherwise collect information about VenturiBase users, including email addresses and phone numbers; (e) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (f) access content or data not intended for Client, or log onto a server or account that Client is not authorized to access; (g) attempt to probe, scan, or test the vulnerability of the Services, the Website, any Applications, or any associated system or network, or breach security or authentication measures without proper authorization; (h) interfere or attempt to interfere with the use of the Website, the Applications or the Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (i) use the Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (j) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Services; (k) post or transmit any unsolicited advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of solicitation; (l) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by VenturiBase in providing the Website or Applications; (m) use the Services to develop a competing product or service; or (n) resell, sublicense, or provide the Services to third parties without authorization. Any violation of this section will result in immediate termination of the Client's Services and may subject the Client to civil and/or criminal liability.
19. INTELLECTUAL PROPERTY19.1 SoftwareThe Client acknowledges and agrees that the Website, Services, Functionality, Databases, Applications, and all associated technology and all intellectual property rights associated therewith are, and shall remain, the property of VenturiBase. Furthermore, the Client acknowledges and agrees that the source and object code of the Website, Databases, Services, and Applications and the format, directories, queries, algorithms, structure and organization of the Website, Services, Databases, and Applications are the intellectual property and proprietary and confidential information of VenturiBase and its affiliates, licensors and suppliers. Except as expressly stated in this Agreement, the Client is not granted any intellectual property rights in or to the intellectual property by implication, estoppel or other legal theory, and all rights in and to the intellectual property not expressly granted in this Agreement are hereby reserved and retained by VenturiBase.
The Website, Databases, Services, and Applications may utilize or include third party software that is subject to third party license terms ("Third Party Software"). Client acknowledges and agrees that the Client's right to use such Third Party Software as part of the Services and any Applications is subject to and governed by the terms and conditions of the third party license applicable to such Third Party Software. In the event of a conflict between the terms of this Agreement and the terms of such third party licenses, the terms of the third party licenses shall control with regard to the Client's use of the relevant Third Party Software.
19.2 TrademarksVenturiBase, the VenturiBase logo, and any associated logos (collectively, the "VenturiBase Marks") are trademarks or registered trademarks of VenturiBase, LLC. Other trademarks, service marks, graphics, logos and domain names appearing on the Website, Applications, or Services may be the trademarks of third-parties. Neither the Client's use of the Services, Website, or Applications, nor this Agreement, grant the Client any right, title or interest in or to, or any license to reproduce or otherwise use, the VenturiBase Marks or any third-party trademarks, service marks, graphics, logos or domain names. The Client agrees that any goodwill in the VenturiBase Marks generated as a result of the Client's use of the Website, Applications or Services will inure to the benefit of VenturiBase, LLC, and the Client agrees to assign, and hereby does assign, all such goodwill to VenturiBase, LLC. The Client shall not at any time, nor shall the Client assist others to, challenge VenturiBase, LLC's right, title, or interest in or to, or the validity of, the VenturiBase Marks.
19.3 Copyrighted Materials; Copyright NoticeAll content and other materials available through the Website and Services, including without limitation the VenturiBase logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by VenturiBase, LLC or are the property of VenturiBase's licensors and suppliers. Except as explicitly provided, neither Client's use of the Services, Website, or any Applications nor this Agreement grant Client any right, title or interest in or to any such materials.
19.4 Digital Millennium Copyright Act PolicyIf Client has evidence, knows, or has a good faith belief that the Client's rights or the rights of a third party have been violated and the Client wants VenturiBase to delete, edit, or disable the material in question, the Client must provide VenturiBase with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed 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 VenturiBase to locate the material; (d) information reasonably sufficient to permit VenturiBase to contact the Client, such as an address, telephone number, and if available, an electronic mail address at which the Client may be contacted; (e) a statement that the Client has 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; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the Client is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, the Client must provide it to VenturiBase's designated agent at:
Attn: Copyright Agent
VenturiBase, LLC
20. DISCLAIMERS; LIMITATION OF LIABILITY20.1 NO WARRANTIESVENTURIBASE, ON BEHALF OF ITSELF AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE, APPLICATIONS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENTURIBASE, ON BEHALF OF ITSELF AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER VENTURIBASE NOR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE, APPLICATIONS OR THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE, APPLICATIONS OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
20.2 CLIENT'S RESPONSIBILITY FOR LOSS OR DAMAGE; BACKUP OF DATATHE CLIENT AGREES THAT THE CLIENT'S USE OF THE WEBSITE, APPLICATIONS AND SERVICES IS AT THE CLIENT'S SOLE RISK. THE CLIENT WILL NOT HOLD VENTURIBASE OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM CLIENT'S ACCESS TO OR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF THE CLIENT'S COMPUTERS OR DATA. THE WEBSITE, APPLICATIONS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IMPORTANTLY, THE CLIENT HEREBY ACKNOWLEDGES THAT A CATASTROPHIC SERVER FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO THE CLIENT'S ACCOUNT. THE CLIENT AGREES AND UNDERSTANDS THAT IT IS CLIENT'S RESPONSIBILITY TO MAINTAIN BACKUP COPIES OF THE CLIENT'S DATA IN A SUITABLE MANNER. VENTURIBASE'S SERVICES ARE NOT INTENDED TO BE THE PRIMARY OR SOLE REPOSITORY FOR CLIENT'S PROJECT MANAGEMENT DATA.
20.3 LIMITATION OF LIABILITYTHE LIABILITY OF VENTURIBASE AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL VENTURIBASE OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO VENTURIBASE OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH CLIENT'S USE OF THE WEBSITE, APPLICATIONS OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM AGGREGATE LIABILITY OF VENTURIBASE AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS TO CLIENT UNDER ALL CIRCUMSTANCES WILL BE LIMITED TO THE GREATER OF (A) THE AMOUNT PAID BY CLIENT TO VENTURIBASE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00). THE CLIENT AGREES THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN VENTURIBASE AND CLIENT. THE WEBSITE, APPLICATIONS AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
20.4 APPLICATIONTHE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN THIS AGREEMENT, ANY OTHER AGREEMENT BETWEEN THE CLIENT AND VENTURIBASE OR BETWEEN CLIENT AND ANY OF VENTURIBASE'S THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO THE CLIENT. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. VENTURIBASE'S THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CLIENT THROUGH THE SERVICES OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
21. CLIENT'S REPRESENTATIONS AND WARRANTIESThe Client represents and warrants that Client's use of the Website, Applications and Services will be in accordance with this Agreement and any other VenturiBase policies and guidelines, and with any applicable laws or regulations.
22. INDEMNITY BY CLIENTWithout limiting any indemnification provision of this Agreement, the Client agrees to defend, indemnify and hold harmless VenturiBase and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and Third-Party Service Providers (collectively, the "Indemnified Parties") from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to: (i) the Client's breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Client's access to or use of the Website, Applications or Services; (iii) the Client's provision to VenturiBase or any of the Indemnified Parties of information or other data; (iv) the Client's violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; or (v) Client's violation or alleged violation of any third party's copyrights, trademarks, privacy rights, or other intellectual property or proprietary rights.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by the Client of any Claim as to which the Client is required to defend, indemnify or hold harmless the Indemnified Parties. The Client may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
23. GOVERNING LAW; JURISDICTION AND VENUEThis Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in Miami, Florida and shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law principles. ANY CAUSE OF ACTION BY THE CLIENT ARISING OUT OF OR RELATING TO THE SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
23.1 Requirement of ArbitrationThe Client agrees that any dispute, of any nature whatsoever, between the Client and VenturiBase arising out of or relating to this Agreement, including the arbitrability of such dispute, shall be decided by neutral, binding arbitration before a representative of JAMS in Miami, Florida (unless Client and VenturiBase mutually agree to a different arbitrator), who shall render an award in accordance with the substantive laws of Florida and JAMS' Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the JAMS' fee and reasonable attorney's fees) to the prevailing party.
23.2 Remedies in Aid of Arbitration; Equitable ReliefThis agreement to arbitrate will not preclude VenturiBase from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude VenturiBase from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING "EQUITABLE RELIEF" WILL BE THE FEDERAL AND STATE COURTS LOCATED IN MIAMI, FLORIDA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
24. TERMINATION24.1 Termination; SurvivalEither party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so in accordance with this Agreement. This Agreement may be terminated in the event that the Client breaches any of this Agreement's representations, warranties or covenants. Such termination shall be at the sole discretion of VenturiBase, and shall not require any action by VenturiBase beyond notification of the Client. Upon termination, all rights and licenses granted to the Client hereunder and obligations of VenturiBase created by this Agreement will terminate. All indemnities, intellectual property, copyright, and previously incurred financial obligations of the Client, as well as procedural, administrative, and fiduciary terms shall survive such termination.
24.2 Effect of TerminationAny termination of this Agreement automatically terminates all rights and licenses granted to the Client under this Agreement, including all rights to use the Website, Applications and Services. Subsequent to termination, VenturiBase reserves the right to exercise whatever means it deems necessary to prevent Client's unauthorized use of the Website, Applications and Services, including without limitation technological barriers such as IP blocking and direct contact with the Client's Internet Service Provider.
24.3 Data Upon TerminationUpon termination or expiration of this Agreement, VenturiBase will, upon Client's written request made within thirty (30) days of termination, provide Client with the ability to export Client Data in a standard format. After such thirty (30) day period, VenturiBase reserves the right to delete all Client Data from its systems, except as required by law or as necessary to comply with legal obligations.
24.4 Legal ActionIf VenturiBase, in VenturiBase's discretion, takes legal action against the Client in connection with any actual or suspected breach of this Agreement, VenturiBase will be entitled to recover from the Client as part of such legal action, and the Client agrees to pay, VenturiBase's reasonable costs and attorneys' fees incurred as a result of such legal action. The VenturiBase Parties will have no legal obligation or other liability to the Client or to any third party arising out of or relating to any termination of this Agreement.
25. NOTICESAll notices required or permitted to be given under this Agreement must be in writing. VenturiBase shall give any notice by email sent to the most recent email address, if any, provided by the Client to VenturiBase. The Client agrees that any notice received from VenturiBase electronically satisfies any legal requirement that such notice be in writing. THE CLIENT BEARS THE SOLE RESPONSIBILITY OF ENSURING THAT THE CLIENT'S EMAIL ADDRESS ON FILE WITH VENTURIBASE IS ACCURATE AND CURRENT, AND NOTICE TO CLIENT SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY VENTURIBASE OF AN EMAIL TO THAT ADDRESS. Client shall give any notice to VenturiBase by means of email to: legal@venturibase.com. Notice to VenturiBase shall be effective upon receipt of notice by VenturiBase.
26. GENERALThis Agreement constitutes the entire agreement between VenturiBase and the Client concerning the Client's use of the Website, Applications, and Services. This Agreement may only be modified by a written amendment signed by an authorized executive of VenturiBase or by the unilateral amendment of this Agreement by VenturiBase and by the posting by VenturiBase of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. VenturiBase may assign or transfer this Agreement at any time, with or without notice to the Client. This Agreement and all of the Client's rights and obligations hereunder will not be assignable or transferable by the Client without the prior written consent of VenturiBase. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The Client and VenturiBase are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. The Client acknowledges and agrees that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by the Client would cause irreparable injury to VenturiBase and VenturiBase's licensors and suppliers, and would therefore entitle VenturiBase or VenturiBase's licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.
27. CONTACT INFORMATIONFor questions about these Terms of Service, please contact:
VenturiBase, LLC
Email: legal@venturibase.com
Website: https://www.venturibase.com
1. AGREEMENTThese Terms of Service (the "Agreement") constitute a legally binding agreement by and between VenturiBase, LLC (hereinafter, "VenturiBase") and the User (hereinafter "Client" or "Client's") concerning Client's use of VenturiBase's website located at https://www.venturibase.com/ (the "Website") and any associated VenturiBase applications (the "Applications") and the services available through the Website and Applications (the "Services"). By using the Services, the Client represents and warrants that Client has read and understands, and agrees to be bound by, this Agreement and VenturiBase's Privacy Policy and Security Policy, which are incorporated herein by reference and made part of this Agreement. IF CLIENT DOES NOT UNDERSTAND THIS AGREEMENT, OR DOES NOT AGREE TO BE BOUND BY THESE TERMS, CLIENT MAY NOT USE THE SERVICES.
2. PRIVACY AND SECURITY POLICIESBy using the Services, Client consents to the collection and use of certain information about the Client and any affiliates, employees, contractors, or team members of the Client (collectively hereinafter "Authorized Users"), as specified in the Privacy Policy and Security Policy. Use of information VenturiBase collects now is subject to the Privacy Policy and Security Policy in effect at the time such information is used.
3. CHANGES TO AGREEMENTVENTURIBASE RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME UPON NOTICE TO CLIENT, TO BE GIVEN BY: (I) THE POSTING OF A NEW VERSION; AND/OR (II) A CHANGE NOTICE ON THE WEBSITE OR APPLICATION; AND/OR (III) EMAIL NOTIFICATION TO THE ADDRESS ON FILE. IT IS CLIENT'S RESPONSIBILITY TO REVIEW THIS AGREEMENT PERIODICALLY. Client will be deemed to have agreed to any such modification or amendment by Client's decision to continue using the Services following the date in which the modified or amended Agreement is posted. Material changes to this Agreement will be communicated at least thirty (30) days prior to taking effect. In no case, however, shall such a decision by the Client be deemed to release the Client from any extant responsibilities or obligations arising herefrom.
4. ELIGIBILITYBY USING THE SERVICES, CLIENT REPRESENTS AND WARRANTS THAT THE CLIENT IS AT LEAST 18 YEARS OLD (FOR INDIVIDUALS IN THEIR PERSONAL CAPACITY) OR ARE AUTHORIZED TO ENTER INTO LEGALLY BINDING AGREEMENTS ON BEHALF OF A CURRENTLY ACTIVE AND LEGALLY CONSTITUTED CORPORATE ENTITY, AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. This Agreement is void where prohibited.
5. DESCRIPTION OF SERVICESVenturiBase provides sprint planning intelligence software that integrates with third-party project management tools (including but not limited to Jira and Azure DevOps) to organize, analyze, and visualize software development work. The Services include epic discovery, multi-sprint planning views, dependency visualization, and AI-powered planning recommendations. The Services process Client's project management data ("Planning Data") to provide these capabilities.
6. COMMERCIAL USE AND PAYMENTAny Client using the Services shall be entitled to use the Services and any such Applications only in exchange for the payment of fees as published or otherwise communicated to the Client by VenturiBase. By using the Services, the Client hereby agrees to pay all such fees due for and incurred by Client in Client's usage of the Services.
When the Client establishes use of the Services, the Client must designate and provide information about Client's preferred payment method ("Payment Method"). Client may switch to a different Payment Method or update Client's information by visiting the "Settings" page within the Website and Applications. THE CLIENT SHALL BE RESPONSIBLE FOR MAINTAINING THE CURRENCY AND ACCURACY OF SUCH INFORMATION, AND HEREBY CONSENTS TO AND AUTHORIZES BILLING THROUGH ANY ACCEPTED THIRD PARTY PAYMENT PROCESSOR (INCLUDING BUT NOT LIMITED TO CREDIT CARDS, DEMAND DRAFTS, OR OTHER ELECTRONIC PAYMENT SERVICES).
VenturiBase operates on a "pay as you plan" pricing model. Fees are charged per planning event as defined and published on the Website. All fees due for the Services are payable upon usage or as otherwise specified at the time of purchase. IN ALL CASES ALL FEES ARE FULLY NONREFUNDABLE ONCE BILLED BY VENTURIBASE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
VenturiBase reserves the right to immediately suspend or terminate the Client's access to all records and functionalities provided pursuant to the Services for any late or nonpayment of associated charges.
VenturiBase reserves the right to increase fees charged for the Services or to institute new fees at any time upon reasonable notice posted in advance on the Website and/or Applications. The Client hereby consents to such changes in accordance with Section 3 of these Terms.
7. LICENSESubject to Client's compliance with the terms and conditions of this Agreement, VenturiBase grants the Client a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Services through the Website or by downloading and installing such Applications as VenturiBase may include in the Services. THE SERVICES ARE FOR CLIENT'S SOLE COMMERCIAL USE FOR CLIENT'S INTERNAL BUSINESS PURPOSES. The Services, including the Website and any Applications, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose except as contemplated herein without the express written consent of VenturiBase. Except as expressly set forth herein, this Agreement grants the Client no rights in or to the intellectual property of VenturiBase or any other party. The license granted in this section is conditioned on the Client's compliance with the terms and conditions of this Agreement. In the event that Client breaches any provision of this Agreement, the Client's rights, but not obligations or responsibilities, under this section will immediately terminate.
When accessing the Services or such Applications as VenturiBase may include with the Services through third parties approved by VenturiBase, the Client acknowledges and agrees that: (a) this Agreement is concluded between VenturiBase and the Client, and not with such third parties, and that VenturiBase is solely responsible for the Services and any such Applications; (b) the third party has no obligation to furnish any maintenance and support services with respect to the Services or any such Applications; (c) Client HEREBY INDEMNIFIES, HOLDS HARMLESS, AND IRREVOCABLY WAIVES ALL CLAIMS AND CAUSES OF ACTION AGAINST SUCH THIRD PARTIES FOR ANY REASON AND UNDER ANY THEORY OF LAW WHATSOEVER BY ANY PARTY ARISING FROM, IN WHOLE OR IN PART, FROM THE CLIENT'S USE OF THE SERVICES OR ANY SUCH APPLICATIONS RENDERED PURSUANT TO THESE TERMS UNLESS AUTHORIZED IN WRITING TO THE CONTRARY BY VENTURIBASE.
8. THE SERVICE DOES NOT PROVIDE PROFESSIONAL PROJECT MANAGEMENT CONSULTINGVenturiBase provides the Services for informational and organizational convenience purposes only. VenturiBase is not a project management consultancy, and VenturiBase does not provide professional project management services, render professional consulting advice, nor represent itself to be a certified project management or agile coaching service. THE SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, PROFESSIONAL PROJECT MANAGEMENT ADVICE OR OPINION. The Services are not a substitute for the judgment of qualified project managers, scrum masters, or engineering leaders, and the information made available on or through the Services should not be relied upon as the sole basis for project management decisions. CLIENT'S USE OF THE SERVICES DOES NOT CREATE A CONSULTING OR ADVISORY RELATIONSHIP BETWEEN THE CLIENT AND VENTURIBASE.
9. RISK ASSUMPTIONCLIENT KNOWINGLY AND FREELY ASSUMES ALL RISK WHEN USING THE WEBSITE, ANY APPLICATIONS AND SERVICES ON BEHALF OF CLIENT'S SELF AND AUTHORIZED USERS. THE CLIENT HEREBY VOLUNTARILY AGREES TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY VENTURIBASE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR PROPERTY DAMAGE, LOSS OF DATA, BUSINESS INTERRUPTION, LOST PROFITS, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO CLIENT OR TO THIRD PARTIES, WHICH MAY RESULT FROM CLIENT'S USE OF THE SERVICES AND ANY APPLICATIONS.
10. SECURITYIn connection with the Client's use of the Services, the Client is required to complete an electronic registration form. The Client represents and warrants that all user information the Client provides on the registration form or otherwise in connection with the Client's use of the Services or any Applications will be current, complete and accurate, and that the Client will update that information as necessary to maintain its completeness and accuracy by visiting the Client's account settings. For additional information, see the section concerning "User Ability to Access, Update, and Correct Personal Information" in VenturiBase's Privacy Policy.
The Client will also be asked to provide a user name and password in connection with the Client's use of certain of the Services. The Client is entirely responsible for maintaining the confidentiality and security of Client's password. The Client may not use the account, user name, or password of any other Client at any time. The Client agrees to notify VenturiBase immediately if the Client becomes aware of any unauthorized use of the Client's account, user name, or password, and to assist in the investigations of any such breaches as directed by VenturiBase. VenturiBase shall not be liable for any loss that the Client incurs as a result of unauthorized use of the Client's password, either with or without the Client's knowledge. Client may be held liable for any losses incurred by VenturiBase, its affiliates, officers, directors, employees, consultants, agents, other clients and representatives due to unauthorized use of the Client's account or password.
The Client represents and warrants that it shall maintain all devices from which it accesses the Services, Website, and any Applications in a secure manner and free from all computer viruses, worms, trojan horses, or other malicious or otherwise unlawful code. THE CLIENT HEREBY AGREES TO ASSUME ALL RESPONSIBILITY FOR AND INDEMNIFY VENTURIBASE FROM ALL EXPENSES AND CLAIMS ARISING FROM DAMAGES, DIRECT AND CONSEQUENTIAL, RESULTING FROM THE CLIENT'S FAILURE TO COMPLY WITH THIS SECTION OF THE TERMS.
11. THIRD-PARTY INTEGRATIONSThe Services integrate with third-party project management tools including but not limited to Atlassian Jira and Microsoft Azure DevOps (collectively, "Third-Party Tools"). Client acknowledges and agrees that:
(a) Client's use of Third-Party Tools is governed by the terms and conditions of those Third-Party Tools, and VenturiBase is not responsible for the availability, functionality, or policies of Third-Party Tools;
(b) Client is solely responsible for ensuring that Client has the appropriate permissions and authorizations to connect Third-Party Tools to the Services;
(c) VenturiBase accesses Third-Party Tools only through APIs and methods authorized by the Client and the Third-Party Tool provider;
(d) Any data retrieved from Third-Party Tools is subject to both this Agreement and the terms governing the Third-Party Tool;
(e) VenturiBase does not modify, write to, or alter data in Third-Party Tools unless explicitly requested by Client through the Services interface;
(f) VENTURIBASE DISCLAIMS ALL RESPONSIBILITY FOR ANY DISRUPTION, DATA LOSS, OR OTHER HARM ARISING FROM CHANGES TO THIRD-PARTY TOOL APIS, POLICIES, OR AVAILABILITY.
12. INTER-CLIENT DISPUTESVenturiBase reserves the right, but disclaims any perceived, implied or actual duty, to monitor disputes between the Client and any other clients of VenturiBase. Client agrees to hold VenturiBase harmless in connection with any dispute or claim Client makes against any other VenturiBase client, and in no case shall VenturiBase be deemed to have any fiduciary or other obligation to intervene, mediate or take any action whatsoever on behalf of or for the protection of any Client in or arising from such disputes. THE CLIENT HEREBY WAIVES IN PERPETUITY THE RIGHT TO, UNDER ANY CAUSE OF ACTION OR THEORY OF LAW, SEEK OR ENFORCE ANY JUDGMENT OR ORDER FOR SPECIFIC ENFORCEMENT AGAINST OR REQUIRING ACTION BY VENTURIBASE ARISING FROM SUCH DISPUTES. Without limiting the generality of the foregoing, VenturiBase reserves the right to take any action it believes, in its sole judgment and discretion, justified and appropriate in response to any such disputes.
13. CONSENT TO RECEIVE EMAIL FROM VENTURIBASEIn providing the Services, the Client may receive periodic email communications regarding the Services, Applications, new product offers and information regarding the Services, which are part of the Services and which the Client cannot opt out of receiving. Client may also receive periodic promotions and other offers or materials VenturiBase believes might be of interest to Client. The Client can opt-out of receiving these promotional messages at any time by (a) following the unsubscribe instructions contained in each message; or (b) changing the email preferences in Client's account.
14. THIRD-PARTY WEBSITES AND ADVERTISINGThe Services or Applications may include links to websites of third parties ("Third-Party Websites"), some of whom may have established relationships with VenturiBase and some of whom may not. VenturiBase does not have control over the content and performance of Third-Party Websites. VENTURIBASE HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, VENTURIBASE DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION, MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. VENTURIBASE DISCLAIMS, AND CLIENT AGREES TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO CLIENT OR TO THIRD PARTIES, RESULTING FROM CLIENT'S USE OF THIRD-PARTY WEBSITES.
15. THIRD-PARTY SERVICESCertain features, aspects, products and services offered through the Services are provided, in whole or in part, by third parties ("Third-Party Services" as provided by "Third-Party Service Providers"). In order to use Third-Party Services, Client may be required to enter into additional terms and conditions with Third-Party Service Providers. IF CLIENT DOES NOT UNDERSTAND OR DOES NOT AGREE TO BE BOUND BY THOSE ADDITIONAL TERMS AND CONDITIONS, CLIENT MAY NOT USE THE RELATED THIRD-PARTY SERVICES. In the event of any inconsistency between terms and conditions relating to Third-Party Services and the terms and conditions of this Agreement, those additional terms and conditions will control, although only with respect to such Third-Party Services. The providers of Third-Party Services may collect and use certain information about Client, as specified in the Third-Party Service Providers' privacy policies. Prior to providing information to any Third-Party Service Provider, Client should review their privacy policy. IF THE CLIENT DOES NOT UNDERSTAND OR DOES NOT AGREE TO THE TERMS OF A THIRD-PARTY SERVICE PROVIDER'S PRIVACY POLICY, THE CLIENT SHOULD NOT USE THE RELATED THIRD-PARTY SERVICES. VENTURIBASE HEREBY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY OF CLIENT'S INFORMATION COLLECTED OR USED BY THIRD-PARTY SERVICE PROVIDERS.
16. CLIENT DATA AND CONTENT"Client Data" is any content, materials, data or information (including without limitation project management data, ticket information, epic structures, sprint configurations, team information, and other planning-related data) that the Client uploads, posts, transmits, or makes accessible to VenturiBase, by means of or pursuant to the Services or any Applications, whether through direct upload, API connection, or integration with Third-Party Tools.
Client retains all right, title, and ownership of Client Data. Client hereby grants to VenturiBase a limited, non-exclusive, royalty-free license to access, process, and display Client Data solely for the purpose of providing the Services to Client. This license terminates upon termination of this Agreement or upon Client's deletion of Client Data from the Services.
VenturiBase shall not:
(a) Use Client Data for any purpose other than providing the Services to Client;
(b) Share, sell, rent, or disclose Client Data to any third party except as required to provide the Services or as required by law;
(c) Use Client Data for training machine learning models, analytics, or any purpose unrelated to providing the Services to Client;
(d) Retain Client Data beyond what is necessary to provide the Services or as required by law.
The Client hereby represents and warrants that the Client owns all rights, title and interest in and to Client Data or is otherwise authorized to grant the rights provided to VenturiBase under this section. Client represents and warrants that, when using the Website, Applications and Services, the Client will obey the law and respect the intellectual property and privacy rights of others. CLIENT SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY CLIENT'S USE OF THE WEBSITE, APPLICATIONS AND SERVICES.
VenturiBase reserves the right to access, read, preserve, and disclose any information as VenturiBase reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of VenturiBase, its users and the public.
17. OBJECTIONABLE CONTENTThe Client represents and warrants that Client shall not use the Services, Website, or any Application to upload, post, transmit, re-transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child exploitation material; (c) solicit personal information inappropriately; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) advertise or otherwise solicit funds or constitute a solicitation for goods or services unrelated to the Services; (g) violate any provision of this Agreement or any other VenturiBase agreement, guidelines or policy; or (h) is generally offensive or in bad taste, as determined by VenturiBase (collectively, "Objectionable Content"). VENTURIBASE DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE SERVICES AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, VenturiBase reserves the right to terminate the Client's use of the Services or the Client's uploading, posting, transmission, display, performance or distribution of Objectionable Content. VenturiBase, in its sole discretion, may delete any Objectionable Content from its servers. VenturiBase intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
18. PROHIBITED USESVenturiBase imposes certain restrictions on Client's use of the Services. Client represents and warrants that Client will not: (a) provide false, misleading or inaccurate information to VenturiBase or any other member; (b) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (c) create more than one unique account without authorization; (d) harvest or otherwise collect information about VenturiBase users, including email addresses and phone numbers; (e) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites; (f) access content or data not intended for Client, or log onto a server or account that Client is not authorized to access; (g) attempt to probe, scan, or test the vulnerability of the Services, the Website, any Applications, or any associated system or network, or breach security or authentication measures without proper authorization; (h) interfere or attempt to interfere with the use of the Website, the Applications or the Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing"; (i) use the Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (j) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Services; (k) post or transmit any unsolicited advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes" or any other form of solicitation; (l) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by VenturiBase in providing the Website or Applications; (m) use the Services to develop a competing product or service; or (n) resell, sublicense, or provide the Services to third parties without authorization. Any violation of this section will result in immediate termination of the Client's Services and may subject the Client to civil and/or criminal liability.
19. INTELLECTUAL PROPERTY19.1 SoftwareThe Client acknowledges and agrees that the Website, Services, Functionality, Databases, Applications, and all associated technology and all intellectual property rights associated therewith are, and shall remain, the property of VenturiBase. Furthermore, the Client acknowledges and agrees that the source and object code of the Website, Databases, Services, and Applications and the format, directories, queries, algorithms, structure and organization of the Website, Services, Databases, and Applications are the intellectual property and proprietary and confidential information of VenturiBase and its affiliates, licensors and suppliers. Except as expressly stated in this Agreement, the Client is not granted any intellectual property rights in or to the intellectual property by implication, estoppel or other legal theory, and all rights in and to the intellectual property not expressly granted in this Agreement are hereby reserved and retained by VenturiBase.
The Website, Databases, Services, and Applications may utilize or include third party software that is subject to third party license terms ("Third Party Software"). Client acknowledges and agrees that the Client's right to use such Third Party Software as part of the Services and any Applications is subject to and governed by the terms and conditions of the third party license applicable to such Third Party Software. In the event of a conflict between the terms of this Agreement and the terms of such third party licenses, the terms of the third party licenses shall control with regard to the Client's use of the relevant Third Party Software.
19.2 TrademarksVenturiBase, the VenturiBase logo, and any associated logos (collectively, the "VenturiBase Marks") are trademarks or registered trademarks of VenturiBase, LLC. Other trademarks, service marks, graphics, logos and domain names appearing on the Website, Applications, or Services may be the trademarks of third-parties. Neither the Client's use of the Services, Website, or Applications, nor this Agreement, grant the Client any right, title or interest in or to, or any license to reproduce or otherwise use, the VenturiBase Marks or any third-party trademarks, service marks, graphics, logos or domain names. The Client agrees that any goodwill in the VenturiBase Marks generated as a result of the Client's use of the Website, Applications or Services will inure to the benefit of VenturiBase, LLC, and the Client agrees to assign, and hereby does assign, all such goodwill to VenturiBase, LLC. The Client shall not at any time, nor shall the Client assist others to, challenge VenturiBase, LLC's right, title, or interest in or to, or the validity of, the VenturiBase Marks.
19.3 Copyrighted Materials; Copyright NoticeAll content and other materials available through the Website and Services, including without limitation the VenturiBase logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by VenturiBase, LLC or are the property of VenturiBase's licensors and suppliers. Except as explicitly provided, neither Client's use of the Services, Website, or any Applications nor this Agreement grant Client any right, title or interest in or to any such materials.
19.4 Digital Millennium Copyright Act PolicyIf Client has evidence, knows, or has a good faith belief that the Client's rights or the rights of a third party have been violated and the Client wants VenturiBase to delete, edit, or disable the material in question, the Client must provide VenturiBase with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed 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 VenturiBase to locate the material; (d) information reasonably sufficient to permit VenturiBase to contact the Client, such as an address, telephone number, and if available, an electronic mail address at which the Client may be contacted; (e) a statement that the Client has 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; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the Client is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, the Client must provide it to VenturiBase's designated agent at:
Attn: Copyright Agent
VenturiBase, LLC
20. DISCLAIMERS; LIMITATION OF LIABILITY20.1 NO WARRANTIESVENTURIBASE, ON BEHALF OF ITSELF AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE, APPLICATIONS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENTURIBASE, ON BEHALF OF ITSELF AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER VENTURIBASE NOR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE, APPLICATIONS OR THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE, APPLICATIONS OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
20.2 CLIENT'S RESPONSIBILITY FOR LOSS OR DAMAGE; BACKUP OF DATATHE CLIENT AGREES THAT THE CLIENT'S USE OF THE WEBSITE, APPLICATIONS AND SERVICES IS AT THE CLIENT'S SOLE RISK. THE CLIENT WILL NOT HOLD VENTURIBASE OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM CLIENT'S ACCESS TO OR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF THE CLIENT'S COMPUTERS OR DATA. THE WEBSITE, APPLICATIONS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IMPORTANTLY, THE CLIENT HEREBY ACKNOWLEDGES THAT A CATASTROPHIC SERVER FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO THE CLIENT'S ACCOUNT. THE CLIENT AGREES AND UNDERSTANDS THAT IT IS CLIENT'S RESPONSIBILITY TO MAINTAIN BACKUP COPIES OF THE CLIENT'S DATA IN A SUITABLE MANNER. VENTURIBASE'S SERVICES ARE NOT INTENDED TO BE THE PRIMARY OR SOLE REPOSITORY FOR CLIENT'S PROJECT MANAGEMENT DATA.
20.3 LIMITATION OF LIABILITYTHE LIABILITY OF VENTURIBASE AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL VENTURIBASE OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO VENTURIBASE OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH CLIENT'S USE OF THE WEBSITE, APPLICATIONS OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM AGGREGATE LIABILITY OF VENTURIBASE AND ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS TO CLIENT UNDER ALL CIRCUMSTANCES WILL BE LIMITED TO THE GREATER OF (A) THE AMOUNT PAID BY CLIENT TO VENTURIBASE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00). THE CLIENT AGREES THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN VENTURIBASE AND CLIENT. THE WEBSITE, APPLICATIONS AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
20.4 APPLICATIONTHE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN THIS AGREEMENT, ANY OTHER AGREEMENT BETWEEN THE CLIENT AND VENTURIBASE OR BETWEEN CLIENT AND ANY OF VENTURIBASE'S THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO THE CLIENT. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. VENTURIBASE'S THIRD-PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CLIENT THROUGH THE SERVICES OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
21. CLIENT'S REPRESENTATIONS AND WARRANTIESThe Client represents and warrants that Client's use of the Website, Applications and Services will be in accordance with this Agreement and any other VenturiBase policies and guidelines, and with any applicable laws or regulations.
22. INDEMNITY BY CLIENTWithout limiting any indemnification provision of this Agreement, the Client agrees to defend, indemnify and hold harmless VenturiBase and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and Third-Party Service Providers (collectively, the "Indemnified Parties") from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to: (i) the Client's breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Client's access to or use of the Website, Applications or Services; (iii) the Client's provision to VenturiBase or any of the Indemnified Parties of information or other data; (iv) the Client's violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; or (v) Client's violation or alleged violation of any third party's copyrights, trademarks, privacy rights, or other intellectual property or proprietary rights.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by the Client of any Claim as to which the Client is required to defend, indemnify or hold harmless the Indemnified Parties. The Client may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
23. GOVERNING LAW; JURISDICTION AND VENUEThis Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in Miami, Florida and shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law principles. ANY CAUSE OF ACTION BY THE CLIENT ARISING OUT OF OR RELATING TO THE SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
23.1 Requirement of ArbitrationThe Client agrees that any dispute, of any nature whatsoever, between the Client and VenturiBase arising out of or relating to this Agreement, including the arbitrability of such dispute, shall be decided by neutral, binding arbitration before a representative of JAMS in Miami, Florida (unless Client and VenturiBase mutually agree to a different arbitrator), who shall render an award in accordance with the substantive laws of Florida and JAMS' Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the JAMS' fee and reasonable attorney's fees) to the prevailing party.
23.2 Remedies in Aid of Arbitration; Equitable ReliefThis agreement to arbitrate will not preclude VenturiBase from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude VenturiBase from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING "EQUITABLE RELIEF" WILL BE THE FEDERAL AND STATE COURTS LOCATED IN MIAMI, FLORIDA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
24. TERMINATION24.1 Termination; SurvivalEither party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so in accordance with this Agreement. This Agreement may be terminated in the event that the Client breaches any of this Agreement's representations, warranties or covenants. Such termination shall be at the sole discretion of VenturiBase, and shall not require any action by VenturiBase beyond notification of the Client. Upon termination, all rights and licenses granted to the Client hereunder and obligations of VenturiBase created by this Agreement will terminate. All indemnities, intellectual property, copyright, and previously incurred financial obligations of the Client, as well as procedural, administrative, and fiduciary terms shall survive such termination.
24.2 Effect of TerminationAny termination of this Agreement automatically terminates all rights and licenses granted to the Client under this Agreement, including all rights to use the Website, Applications and Services. Subsequent to termination, VenturiBase reserves the right to exercise whatever means it deems necessary to prevent Client's unauthorized use of the Website, Applications and Services, including without limitation technological barriers such as IP blocking and direct contact with the Client's Internet Service Provider.
24.3 Data Upon TerminationUpon termination or expiration of this Agreement, VenturiBase will, upon Client's written request made within thirty (30) days of termination, provide Client with the ability to export Client Data in a standard format. After such thirty (30) day period, VenturiBase reserves the right to delete all Client Data from its systems, except as required by law or as necessary to comply with legal obligations.
24.4 Legal ActionIf VenturiBase, in VenturiBase's discretion, takes legal action against the Client in connection with any actual or suspected breach of this Agreement, VenturiBase will be entitled to recover from the Client as part of such legal action, and the Client agrees to pay, VenturiBase's reasonable costs and attorneys' fees incurred as a result of such legal action. The VenturiBase Parties will have no legal obligation or other liability to the Client or to any third party arising out of or relating to any termination of this Agreement.
25. NOTICESAll notices required or permitted to be given under this Agreement must be in writing. VenturiBase shall give any notice by email sent to the most recent email address, if any, provided by the Client to VenturiBase. The Client agrees that any notice received from VenturiBase electronically satisfies any legal requirement that such notice be in writing. THE CLIENT BEARS THE SOLE RESPONSIBILITY OF ENSURING THAT THE CLIENT'S EMAIL ADDRESS ON FILE WITH VENTURIBASE IS ACCURATE AND CURRENT, AND NOTICE TO CLIENT SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY VENTURIBASE OF AN EMAIL TO THAT ADDRESS. Client shall give any notice to VenturiBase by means of email to: legal@venturibase.com. Notice to VenturiBase shall be effective upon receipt of notice by VenturiBase.
26. GENERALThis Agreement constitutes the entire agreement between VenturiBase and the Client concerning the Client's use of the Website, Applications, and Services. This Agreement may only be modified by a written amendment signed by an authorized executive of VenturiBase or by the unilateral amendment of this Agreement by VenturiBase and by the posting by VenturiBase of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. VenturiBase may assign or transfer this Agreement at any time, with or without notice to the Client. This Agreement and all of the Client's rights and obligations hereunder will not be assignable or transferable by the Client without the prior written consent of VenturiBase. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The Client and VenturiBase are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. The Client acknowledges and agrees that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by the Client would cause irreparable injury to VenturiBase and VenturiBase's licensors and suppliers, and would therefore entitle VenturiBase or VenturiBase's licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.
27. CONTACT INFORMATIONFor questions about these Terms of Service, please contact:
VenturiBase, LLC
Email: legal@venturibase.com
Website: https://www.venturibase.com