Venture Scanner: Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

BY ACCESSING OR USING THIS WEBSITE OR THE VENTURE SCANNER SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. DEFINITIONS

“Content” or “Data” means all information, data, metrics and calculations provided by Venture Scanner, which you can access through our Services.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Purchased Services” means Services that You purchase.

“Services” means the online, Web-based applications provided by Venture Scanner via www.venturescanner.com and/or other designated documents as described by Venture Scanner, that are ordered by You.

“Users” means individuals who are authorized by You to use Venture Scanner Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by Venture Scanner at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement. “Your Data” means all electronic data or information submitted by You to Venture Scanner.

2. PURPOSE, RIGHTS AND LICENSE

2.1. Provision of Purchased Services.Venture Scanner shall make the Purchased Services available to You pursuant to this Agreement. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Venture Scanner regarding future functionality or features.

2.2. Limitations on Access.Services are limited to the specific Services You purchase.

2.3. Subscriptions. Unless otherwise specified, (i) Services are purchased as subscriptions that are subject to Limitations on Access, (ii) and when used on behalf of a firm, may only be accessed by Users currently working at the firm who have valid business email addresses with the firm. (iii) An increase in Access such as additional access to data or capabilities may be added during the subscription term at the prevailing pricing in effect at the time or as detailed below. Your Subscriptions are for firm employees only and cannot be shared or used by non-designated users. Use by non-designated persons will be considered a material breach of this Master Subscription Agreement and may be terminated for cause.

2.4. Your Responsibilities.You shall (i) be responsible for Users’ compliance with this Agreement and (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Venture Scanner promptly of any such unauthorized access or use, and (iii) use the Services only in accordance with applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

2.5. Publicity.You agree that We may include You in Our publicly displayed customer roster or equivalent, and may state to third parties that You use Our Services. Neither party may issue press releases regarding this Agreement without obtaining the other party’s prior, written, consent.

3. FEES AND PAYMENT FOR PURCHASED SERVICES

3.1. User Fees. You agree to pay the applicable fees and charges for purchases that you make from Venture Scanner. Your payment and renewal terms at the time you make a purchase from Venture Scanner are disclosed in these Terms of Service. The Subscription, incorporated in this Agreement, is subject to change and all subscription fees are non-cancelable and non-refundable, except as otherwise expressly set forth herein.

3.2. Invoicing and Payment. If You are making a content purchase or obtaining an additional service from Venture Scanner, you must give us accurate billing and payment information and keep this information up-to-date. Every time you make a purchase or obtain a service from Venture Scanner, you reaffirm that (i) Venture Scanner is authorized to charge your designated payment method; (ii) Venture Scanner may submit charges incurred under your profile for payment; and (iii) You will be responsible for such charges. YOU AGREE THAT WE MAY CHARGE YOUR PAYMENT METHOD FOR ALL AMOUNTS DUE TO VENTURE SCANNER WITHOUT ADDITIONAL NOTICE OR CONSENT unless required otherwise by law. If Venture Scanner does not receive payment from Your designated payment method, You agree to pay all amounts due upon demand by Venture Scanner. You are responsible for all charges incurred under Your account made by You or anyone who uses Your account associated with Your profile.

3.3. Overdue Charges.If any charges are not received from You by the due date, then at Venture Scanner’s discretion, (a) such charges may accrue late interest at the rate of 1.5 of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) Venture Scanner may condition future subscription renewals on payment terms shorter than those specified in Section 3.2 (Invoicing and Payment).

3.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Venture Scanner to charge to Your credit card), We may, without limiting Venture Scanner’s other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Venture Scanner’s services to You until such amounts are paid in full.

3.5. Taxes. Unless otherwise stated, Venture Scanner’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Venture Scanner with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. PROPRIETARY RIGHTS

4.1. Reservation of Rights.Subject to the limited rights expressly granted hereunder, Venture Scanner reserve all rights, title and interest in and to the Services, the Website and all content available through the Services or Website, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

4.2. Restrictions.You shall not (i) use Venture Scanner’s Data and Services in violation of or beyond the license granted herein; (ii) permit any third party to access Venture Scanner’s Data or Services, or otherwise sell, rent, license or distribute Venture Scanner’s Data to any third party without express agreement from Venture Scanner, (iii) create derivative works of Venture Scanner’s Data or Services or excerpt Venture Scanner content including articles, blog content, reports, databases, analytics using Venture Scanner’s Data unless said derivative works directly attribute Venture Scanner as the source; (iv) access and use Venture Scanner’s Data and Service to develop and distribute a competitive data-related commercial or free product or service; (v) manually gather, scrape, spider, crawl or use other technology or software to access or store Venture Scanner Data; (vi) use the Venture Scanner Data and Service in connection with any individual credit, employment or insurance decisions or to create or contribute to a “Consumer Report” as set forth in the U.S. Fair Credit Reporting Act; (vii) use Venture Scanner Data or Service in any manner that is illegal, libelous, obscene, threatening, defamatory, or in any manner that violates, infringes or misappropriates the privacy or the intellectual property rights of third parties; (viii) use the Venture Scanner Service to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (ix) interfere with or disrupt the integrity or performance of the online Service; (x) attempt to gain unauthorized access to the Venture Scanner Service or their related systems or networks, or systematically access the Venture Scanner Service using “bots” or “spiders”; (xi) decompile or reverse engineer the Venture Scanner Service; (xii) copy, frame or mirror the Venture Scanner Service; or (xiii) use or distribute the Venture Scanner Service and/or Data in any manner that violates any applicable laws, rules and regulations, including without limitation, any laws relating to unsolicited email. In the event that You engage in a prohibited use set forth in subsection (i) through (xiii) of the foregoing sentence or otherwise breaches the terms set forth in this agreement, We reserve the right to suspend or terminate Your license to use or access Venture Scanner’s Services or Data. In no case will any such termination or suspension give rise to any liability by Venture Scanner to You for a refund or damages. The restrictions set forth in this section shall survive the termination of this Agreement.

4.3. Unsolicited Information.By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us through the Services or the Website you agree to be bound by the following terms and conditions. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. Venture Scanner, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send through the Services or the Website for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.

4.4. Content & Data Storage.Except as expressly permitted in these Terms, or other formal agreement, you must not copy or store any Content. This restriction includes any derived, hashed, or transformed data, or any method where you capture information expressed by the Content, even if you don’t store the Content itself.

5. CONFIDENTIALITY

5.1. Definition of Confidential Information.As used herein, “Confidential Information” means all confidential information disclosed by Venture Scanner to You whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information shall include, but is not limited to, the Services, the terms and conditions of this Agreement and all other documents, including business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Venture Scanner.

5.2. Protection of Confidential Information.Except as otherwise permitted in writing by Venture Scanner, (i) You shall use the same degree of care that You use to protect the confidentiality of your own confidential information of like kind (but in no event less than reasonable care) not disclose or use any Confidential Information for any purpose other than as expressly permitted in this Agreement, and (ii) You shall limit access to Confidential Information to those of Your employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with You containing protections no less stringent than those herein.

6. WARRANTIES AND DISCLAIMERS

6.1. Warranties.Each party represents and warrants that it has the legal power to enter into this Agreement. You represent and warrant that You will not transmit to Venture Scanner any Malicious Code.

6.2. Disclaimer.EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, THE WEBSITE AND ALL CONTENT PROVIDED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VENTURE SCANNER, OUR AFFILIATES, SUBSIDIARIES OR VENTURE SCANNER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “VENTURE SCANNER PARTIES”) GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SERVICES, THE WEBSITE OR ANY CONTENT PROVIDED THEREIN. NONE OF THE VENTURE SCANNER PARTIES WARRANT THAT THE SERVICES, THE WEBSITE OR ANY CONTENT PROVIDED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE WEBSITE, ITS SERVER OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE WEBSITE ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES, THE WEBSITE AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT PROVIDED THEREIN IS ASSUMED SOLELY BY YOU. NONE OF THE VENTURE SCANNER PARTIES MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE WEBSITE, OR THE CONTENT PROVIDED THEREIN INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES, THE WEBSITE OR THE CONTENT PROVIDED THEREIN IS TO STOP USING THE SERVICES, THE WESITE AND/OR SUCH.

VENTURE SCANNER PARTIES DO NOT GIVE BUSINESS ADVICE, INVESTMENT ADVICE, TAX ADVICE OR LEGAL ADVICE TO ANY OF ANYONE USING THE SITE. VENTURE SCANNER PARTIES DO NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY OR SELL OR RECOMMEND ANY SECURITIES. VENTURE SCANNER PARTIES DO NOT MAKE INVESTMENTS. EACH USER OF THE SITE MAKES HIS OR HER OWN INVESTMENT DECISIONS BASED UPON HIS OR HER PERSONAL DUE DILIGENCE INVESTIGATION AND OTHER PERSONAL INVESTMENT CRITERIA. VENTURE SCANNER PARTIES ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO THE ACTIONS OR OMISSIONS OF ANYONE USING THE SITE. AS A CONDITION TO YOUR USE OF THE VENTURE SCANNER SITE, YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT YOU MIGHT HAVE AGAINST ANY OF THE VENTURE SCANNER PARTIES ARISING OUT OF OR RELATING TO THE SUBMISSION AND REVIEW OF ANY MATERIALS MADE AVAILABLE THROUGH THE SITE.

VENTURE SCANNER PARTIES DO NOT AGREE TO ANY OBLIGATIONS OF CONFIDENTIALITY, NONDISCLOSURE OR NONUSE, EXCEPT AS EXPLICITLY PROVIDED FOR IN OUR PRIVACY POLICY.

7. INDEMNIFICATION

You agree to indemnify and hold the Venture Scanner Parties harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Services, (ii) your violation of the terms of this Agreement, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Venture Scanner.

8. LIMITATION OF LIABILITY

8.1. Limitation of Liability.EXCEPT FOR A PARTY’s INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR A PARTY’s INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL A PARTY’s LIABILITY TO THE OTHER EXCEED THE AGGREGATE AMOUNT OF FEES PAID TO MATTERMARK UNDER THIS AGREEMENT BY THIS SUBSCRIBER.

9. TERM AND TERMINATION

9.1. Term of Agreement.This Agreement commences on the date You accept it and continues until all Subscription granted in accordance with this Agreement have expired or been terminated, unless earlier terminated as permitted below.

9.2. Term of Purchased Subscription.Subscriptions purchased by You commence on the start date specified in a formal agreement and continue for the subscription term specified therein.

9.3. Termination for Cause.A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Additionally, Venture Scanner may terminate this Agreement at any time immediately upon notice to you.

9.4. Payment upon Termination. Upon any termination for cause by Venture Scanner, You shall pay any unpaid fees covering the remainder of the term of all contracts after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Venture Scanner for the period prior to the effective date of termination.

10. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

10.1. General.You are contracting with the following company under this Agreement, and You should direct notices to under this Agreement to:

Venture Scanner Corporation
353 Sacramento Street, Suite #1817
San Francisco, CA 94111
[email protected]
10.2. Governing Law and Venue.This Agreement will be governed and construed solely in accordance with the laws of the State of California without giving effect to principles of conflict of laws. Both Parties agree to submit to exclusive jurisdiction in California and further agree that any cause of action arising under this Agreement shall be brought solely in a court in San Francisco County, California.11. GENERAL PROVISIONS

11. GENERAL PROVISIONS

11.1. Export Compliance.Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

11.2. Relationship of the Parties.The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

11.3. No Third-Party Beneficiaries.There are no third-party beneficiaries to this Agreement.

11.4. Waiver and Cumulative Remedies.No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.5. Severability.If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

11.6. Assignment.You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Venture Scanner. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.7. Entire Agreement.This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and agreed upon contract, the terms of this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.