www.ventbird.com website (together with
its pages and features, the “Site”) and all associated services described
further below (the "Services"). This Agreement is made and
entered into by and between you and any person helping you access or use the
Site or the Services, whether as a guest or a registered user (collectively,
"you" or "your"), on the one side, and
Victor Emanuel Nature Tours Inc., a Texas corporation
("VENT"), on the other side. You and VENT are sometimes
referred to herein each as a "Party", and collectively as
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE AND/OR THE SERVICES BECAUSE THIS AGREEMENT, INCLUDING THE “DISPUTE RESOLUTION” CLAUSE CONTAINED HEREIN, CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND VENT.
YOU ARE AUTOMATICALLY ACCEPTING AND AGREEING TO THE MOST RECENT VERSION OF THIS AGREEMENT WHENEVER YOU ACCESS OR USE THE SITE OR THE SERVICES; AND YOUR CONTINUING ACCESS OR USE OF ANY OF THE FOREGOING REAFFIRMS YOUR ACCEPTANCE AND AGREEMENT IN EACH INSTANCE.
IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT IN ITS ENTIRETY, THEN YOU ARE STRICTLY PROHIBITED FROM ACCESSING OR USING THE SITE OR THE SERVICES.
VENT MAY SUPPLEMENT, AMEND OR OTHERWISE MODIFY THIS AGREEMENT AT ANY TIME. SUCH MODIFICATIONS WILL BE POSTED ON THIS OR ANOTHER PAGE OF THE SITE, AS VENT DEEMS APPROPRIATE IN ITS SOLE DISCRETION, AND SUCH MODIFICATIONS SHALL BE DEEMED EFFECTIVE AS OF THEIR STATED EFFECTIVE OR MODIFICATION DATES. IT IS YOUR RESPONSIBILITY TO CAREFULLY REVIEW THIS AGREEMENT EACH TIME YOU ACCESS OR USE THE SITE OR THE SERVICES.
Eligibility. The Site is
offered only to users eighteen (18) years of age or older, or otherwise
the age of majority in each user's respective jurisdiction, and who have
accepted this Agreement. By accessing or using the Site or the Services,
you represent and warrant to VENT that you meet these eligibility
requirements. You agree to comply with all applicable laws for accessing
and using the Site or the Services.
policies concerning the collection and use of your personal information in
you should carefully review each time you access or use the Site or the
Description of Services.
The following further describes a few of the various Services offered or
provided on or through the Site. VENT reserves the right, but not the
obligation, to change or otherwise alter the operation, features, and
content of the Services as VENT sees fit in its sole discretion from time
Content Distribution Services; Event Advertising. The Services include VENT's publication, distribution, or
transmission of the various articles, messages, videos, podcasts,
recordings, photos, images, graphics, software and other content
owned or licensed and shown on or through the Site, as well as event
advertising and event marketing services.
Platform for Product Purchases. The Services include the provision of a platform that allows you
to register for tours provided by VENT and/or third parties on or
through the website and/or through information provided on the Site.
IN NO EVENT SHALL THIS AGREEMENT, THE PERFORMANCE OF A PARTY'S RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, THE SITE, A PARTY'S ACCESS OR USE OF THE SITE OR THE SERVICES, OR A PARTY'S OFFERING, MARKETING, PROVISION, PERFORMANCE, ACCEPTANCE OR USE OF ANY PRODUCT OR SERVICE ON, THROUGH, OR IN RELATION TO THE SITE CREATE ANY TYPE OF FIDUCIARY, FRANCHISE, AGENCY, EMPLOYMENT, INDEPENDENT CONTRACTOR, PARTNERSHIP, OR JOINT VENTURE RELATIONSHIP BETWEEN VENT, YOU OR ANY OTHER USER OF THE SITE.
The Services may include the publication, distribution or
transmission of certain content that may not be suitable for
children. Such content is intended only for persons who are at least
eighteen (18) years of age. VENT is not responsible for policing,
and does not track or police, the age or maturity of its viewers.
That responsibility falls on you or the parent or legal guardian of
any child who may view such content. In other words, viewer
discretion is advised.
Your Devices. Certain
portions of the Site may be configured for, and VENT may offer the Site
through, certain computers, tablets, smart phones or other electronic
devices ("Device(s)"), and this Agreement shall apply
with equal force and measure to your access and use of the Site through
such Devices. You are responsible for obtaining and updating the Device,
software, operating system, carrier and network access necessary to
properly access and use the Site. VENT does not guarantee that the Site or
any portions thereof will function on or in connection with any particular
Device, software, operating system, carrier, or network. If you access or
use the Site through a particular Device, then you hereby acknowledge and
agree that information about your use of the Site through that Device or
its carrier or network (such as, by way of example only, the identity of
your Device, or your Device's carrier or network) may be communicated to
VENT and/or certain third parties (such as, by way of example only, your
Device's carrier or network).
ALL OR ANY PART OF THE VOICE, MESSAGE AND DATA FEES, RATES, CHARGES AND TAXES OF YOUR DEVICE'S CARRIER OR NETWORK, OR ANOTHER THIRD PARTY, MAY APPLY TO YOUR ACCESS OR USE OF THE SITE. VENT IS NOT RESPONSIBLE FOR, AND YOU FURTHER ACCEPT FULL RESPONSIBILITY FOR, ALL DEVICE CARRIER AND NETWORK FEES, RATES, CHARGES AND TAXES WHICH MAY APPLY, IF ANY.
Ownership. The Site and
all elements and derivatives of the Site (including, without limitation,
all content, information, source codes, object codes, data, instructions,
documentation, and expressions), as well as all copyrights, trademarks,
trade secrets, and other intellectual properties of the foregoing, are
owned, licensed, or permissibly used by VENT. In no event shall you have
or retain any rights, title, or interests in or to the foregoing other
than those limited rights expressly granted to you under this Agreement.
No rights or permissions granted to you under this Agreement are coupled
with an interest. Nothing contained in this Agreement shall be construed
as a waiver or limitation of VENT's or its licensors' respective rights
and remedies under applicable law. For the avoidance of doubt, this
Agreement permits you to use the Site and the Services for your personal,
non-commercial use only.
explained further herein, to secure the right to access and use the
registration-only pages or features of the Site, you must register
with and create a personal user account with VENT through the Site
(a "User Account"), as well as reaffirm your
acceptance of and agreement to this Agreement and
those additional terms, conditions and policies referenced
herein, as VENT may require from time-to-time. As part of the registration process, you may be required to
satisfy certain conditions precedent imposed by VENT (including, for
example, providing additional information to VENT and entering into
additional agreements with VENT). Unless otherwise permitted by VENT
in writing, you may only have one (1) non-transferable User Account.
User Account Activity and Information. You are responsible for all activity that occurs under your User
Account and are prohibited from authorizing or allowing any third
party to access or use your User Account. Accordingly, you should
take all steps necessary to protect and keep secret your User
Account details and access information (including your login name
and password). You should also maintain accurate, complete, and
up-to-date information in your User Account (including, without
limitation, maintaining a valid and current payment method and email
address) because your failure to do so may result in your inability
to access, use, or receive all or any part of the Site and/or VENT's
termination of this Agreement. For the sake of security, you must
immediately notify VENT if you suspect that a third party has gained
access to or is making any use of your User Account without
authorization. For the avoidance of doubt, VENT has the unencumbered
right to access and use, and to allow its agents, employees,
representatives, contractors, and vendors to access and use, the
information in your User Account to facilitate the exercise and
performance of VENT's rights and obligations under this Agreement
(including, without limitation, the Services), the operation of the
Site, and/or any other rights, obligations, operations, products,
and services related to the Site, the Services, your User Account,
or the subject matter of this Agreement (including, without
limitation, payments, and communications).
Indemnification in Connection with User Account.
IF YOU FAIL TO COMPLY WITH ANY TERMS OR CONDITIONS OF SECTION 6(B) ABOVE (WHETHER INTENTIONALLY OR UNINTENTIONALLY), THEN YOU ACCEPT FULL RESPONSIBILITY FOR THE CONSEQUENCES THEREOF (INCLUDING, WITHOUT LIMITATION, ANY UNAUTHORIZED CHARGES AND PAYMENTS, ANY UNAUTHORIZED CHANGES TO YOUR USER ACCOUNT INFORMATION AND SETTINGS, AND ANY UNAUTHORIZED ACCESS OR USE OF YOUR USER ACCOUNT); AND YOU AGREE TO INDEMNIFY, RELEASE, AND HOLD HARMLESS VENT, VENT'S PARENTS, SUBSIDIARIES, AND OTHER AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, AND LICENSEES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, SUITS, DEMANDS, ACTIONS, JUDGMENTS, LOSSES, DAMAGES, FINES, PENALTIES, AND EXPENSES (INCLUDING COSTS AND REASONABLE OUTSIDE ATTORNEY FEES) INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEES, ARISING OUT OF OR IN CONNECTION WITH YOUR FAILURE TO COMPLY WITH SUCH TERMS OR CONDITIONS.
Rights, Permissions, and Consents.
License of the Site. Subject to the terms and conditions of this Agreement, VENT
grants you a limited, non-exclusive, personal, freely-revocable,
non-transferable, and non-sub-licensable license to access and view
the various publicly displayed pages of the Site, and to view the
information and content found thereon. You must not access or use
for any commercial purposes any part of the Site or any services or
materials (including, without limitation, the Services) available on
or through the Site. Your unauthorized use of the Site, or any
breach by you of this Agreement, automatically terminates this
License of User Materials. All names, videos, photographs, information, statements,
communications, and any other content that you submit to or publish
on, through, or in relation to the Site, including those which you
submit to or publish on any online social media account (e.g.,
Facebook, Twitter, Instagram) that you own and link or otherwise
associate with the Site, if any and as applicable, is hereinafter
defined as the "User Materials". You hereby grant
VENT an irrevocable, non-exclusive, royalty-free, fully-paid,
transferable, sub-licensable, perpetual, and universe-wide license
for VENT to host, store, reproduce, transmit, distribute, sell,
resell, license, sublicense, market, modify, adapt, create
derivative works, communicate, publish, syndicate, publicly perform,
publicly display, archive, and otherwise use and exploit all or any
part of such User Materials and any elements and derivatives thereof
in any language, manner, medium, or form, whether now known or
hereinafter devised, as VENT sees fit in its sole discretion. For
the avoidance of doubt, the foregoing is not intended to conflict
Reservation of Rights. Nothing in this Agreement restricts or limits VENT's rights,
title, or interests in or to the Site, the Services, the User
Materials, or any elements or derivatives of the foregoing.
PLEASE NOTE THAT THE USER MATERIALS MIGHT BECOME THE SUBJECT OF PUBLIC DISCLOSURE. THUS, VENT IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM OR IN CONNECTION WITH, ITS USE OF ANY USER MATERIALS IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. For the avoidance of doubt, the foregoing is not intended to
Suspension or Termination of Service; Disclaimer. VENT has the right, but not the obligation, to suspend or terminate the
function or existence of all or any part of the Site.
VENT SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE THAT IS CAUSED BY OR ARISES FROM OR IN CONNECTION WITH ANY SUCH SUSPENSION OR TERMINATION (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, REFUNDS, LOST PROFITS, LOST OPPORTUNITIES, MONETARY DAMAGES, DISRUPTION IN OR LOSS OF SERVICE, OR LOSS OF CONTENT).
Products and Services.
VENT or its affiliates or licensees might offer, sell, license, or
otherwise make available various products or services (which may include
VENT's own products and services or the products and services of third
parties) on, through, or in relation to the Site, some of which might only
be made available to you upon completion and submission of an online form
or other instructions provided to you by VENT or which may be available
exclusively online or in limited quantities on or through the Site. VENT
has the right to refuse its products and services to you or to any
geographic region or jurisdiction, including if it suspects that you are
in any way involved in fraudulent or illegal activity and may contact your
payment method issuer, law enforcement, or others and share information
relating to your payments, as applicable, if VENT believes doing so will
prevent a violation of the law or financial loss. Prices for, and
descriptions of, any products or services offered on or through the Site
are subject to change without notice and in the sole discretion of VENT.
VENT reserves the right to discontinue any product or service at any time.
Sales transactions conducted on or through the Site may take place
through a third-party online shopping cart system (the
"Shopping Cart") and will be subject any additional
terms and conditions of the third-party vendor hosting the Shopping
Cart (whether hosted through the e-commerce platform Shopify, Inc.
or another third-party vendor). Once you proceed to “check-out” or
the like, you will be able to review your order, update quantities,
remove items, and enter promotional codes, if any, as applicable.
Cancellation of Transactions. VENT reserves the right to refuse any order you place. VENT may,
in its sole discretion, limit or cancel quantities purchased per
person, per household, or per order. These restrictions may include
orders placed by or under the same User Account, the same credit
card, and/or orders that use the same billing and/or shipping
address. In the event that VENT makes a change to or cancels any of
your orders, VENT may attempt to notify you by contacting the
billing address, phone number, or email provided at the time the
order was placed.
Payment Authorization. If you provide VENT. with your payment information, then you
authorize VENT to do the following as VENT deems necessary, although
VENT has no obligation to do so: (i) share your payment information
with its third-party payment processing vendor(s); (ii) obtain your
updated payment information from your payment issuer and/or VENT's
third-party payment processing vendor(s); and (iii) use your payment
information to charge payments that accrued under your accounts with
VENT in accordance with this Agreement.
Payment Obligations. You agree that you are responsible for the payment of all amounts
that accrue under your account(s) with VENT., the Site, or in
relation to the performance of the Services, if any.
Waiver of Claims in Connection with Unauthorized Payments.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO WAIVE ALL CLAIMS AGAINST VENT AND ITS AFFILIATES RELATED TO ANY UNAUTHORIZED PAYMENTS MADE ON, THROUGH, OR IN RELATION TO YOUR ACCOUNT(S) WITH VENT, VENT'S THIRD-PARTY SELLERS AND PAYMENT PROCESSING VENDOR(S), ANY OTHER THIRD-PARTY PROVIDERS, OR ANY OTHER PERSON OR ENTITY, REGARDLESS OF WHETHER THEY ARE AUTHORIZED OR UNAUTHORIZED.
All payments of any amounts made on, through, or regarding the Site
or any products or services offered, marketed, sold or provided on,
through, or in relation to the Site (including, without limitation,
the Services) are final, irrevocable, and not subject to or eligible
for refund or return, in whole or in part, unless otherwise
expressly stated in this Agreement or as provided in the Site's
YOU HEREBY EXPRESSLY CONSENT TO VENT AND ITS AFFILIATES SENDING YOU ANY TYPE OF ELECTRONIC MESSAGE (INCLUDING, WITHOUT LIMITATION, ADVERTISEMENTS AND OTHER COMMERCIAL E-MAILS, INFORMATIONAL E-MAILS, AND ELECTRONIC NOTICES, UPDATES, AND NEWSLETTERS), WHETHER THROUGH THE SITE OR BY E-MAIL, ONLINE SOCIAL MEDIA, OR ANY OTHER ELECTRONIC MEDIA MEANS OR FORMS. BY GIVING SUCH CONSENT, YOU AGREE THAT NO SUCH COMMUNICATION SHALL VIOLATE THE CAN-SPAM ACT OR ANY OTHER APPLICABLE LAWS, RULES, OR REGULATIONS. VOICE, MESSAGE, AND DATA FEES, RATES, CHARGES, AND/OR TAXES MAY APPLY TO YOU, AND YOU ARE RESPONSIBLE FOR PAYMENT OF THE SAME.
Opt-Out. You may
opt-out of receiving any electronic messages from VENT as described
Section 11(a) above
at any time by any reasonable means, including, without limitation
and by way of example, by sending an e-mail to firstname.lastname@example.org
with a subject line of “Opt-Out of Electronic Communications”. You
acknowledge that opting out of receiving any such communications may
impact your receipt, the success, and/or the performance of all or
any part of the Site and/or your ability to receive certain messages
or notifications from VENT.
Submissions. VENT does
not accept unsolicited materials or ideas for content. You acknowledge and
agree that neither VENT, nor any of VENT's parents, subsidiaries, or other
affiliates, nor any of their respective officers, directors, managers,
owners, partners, agents, employees, representatives, trustees, assigns,
transferees, contractors, vendors, or licensees are responsible or liable
to you for the similarity of any information or content submitted,
published, provided, or made available by you on, through, or in relation
to the Site or the Services.
You shall not engage in any of the following activities at any time with
respect to the Site: (a) the impersonation of any person or entity; (b)
any act that infringes or otherwise violates the intellectual property,
privacy, or publicity rights of any person or entity (including, without
limitation, the copyrights, trademarks, patents, and trade secrets held by
VENT or its licensors with respect to the Site); (c) the reproduction of
the Site or any communications, information or content found thereon or
therein, in whole or in part, or the creation of any derivative works of
the foregoing (unless expressly authorized by VENT herein); (d) the
publication of any content that is objectionable or illegal (including,
without limitation, content that is indecent, obscene, infringing, an
invasion of privacy, defamatory, disparaging, false, deceptive,
misleading, untruthful, fraudulent, threatening, or abusive); (e) the
publication of a person's or entity's personal information or private
facts without his/her/its prior written consent; (f) the publication of
any machine, computer, or randomly generated content; (g) supplying or
publishing any information or statements on, through, or in relation to
the Site that is false, misleading, deceptive, or incorrect; (h) any act
intended or designed to drive traffic to or boost the search rankings of
third-party websites, networks, platforms, servers, or applications; (i)
the systematic retrieval or copying of any information or content found
on, through, or in relation to the Site or its servers to directly or
indirectly create or compile, in whole or in part, a collection,
compilation, database, or directory; (j) the use of any software, program,
process, device, application, or routine (including, by way of example
only, robots, scrapers, spiders, viruses, spyware, and malware) to
monitor, copy, disrupt, damage, injure, interfere with or impermissibly
access, in whole or in part, the Site or its servers; (k) any act that
involves or concerns decrypting, security bypassing or circumventing,
hacking, data mining, data scraping, data harvesting, reverse engineering,
decompiling, disassembling, attempting to derive source code, modifying,
copying or the like on, through, or in relation to the Site or its
servers; (l) any act that overloads, unreasonably disrupts, or
unreasonably interferes with the infrastructure of the Site or its
servers; (m) any act that gains or attempts to gain unauthorized access to
computer systems, networks, information, or materials on, through, or in
relation to the Site or its servers; or (n) any other act that VENT
becomes aware of and believes in good faith is improper, illegal, or
harmful to the Site, its servers, or any person, entity, or property.
Links to Other Sites, Apps, Networks, Platforms and Servers.
Linked Technologies. The Site, or any communications sent on, through, or as a
function of the Site, may contain links to third-party websites,
networks, platforms, servers, or applications, and, similarly,
third-party websites, networks, platforms, servers, applications, or
communications may contain links to the Site (collectively,
"Linked Technologies"). The Linked Technologies are
not under the control of VENT. The Site and any such communications
contain the outgoing links as a convenience to you, if for any
Disclaimer About Linked Technologies.
Take Down. VENT reserves
the right, but not the obligation, to take down or otherwise exclude from
the Site, without notice or recourse, any communications, statements,
names, photographs, information, and/or content made or submitted by you
or others on or through the Site that VENT believes, at any time and in
its sole discretion, to be infringing or otherwise in violation of the
proprietary rights, the right of privacy, or the right of publicity of any
person or entity; defamatory, disparaging, or embarrassing of or towards
any person or entity; profane, indecent or obscene; derogatory in terms of
race, nationality, religion, gender, gender identification, sexual
orientation or otherwise; threatening; abusive; false, misleading or
deceptive; or otherwise illegal or something that VENT considers
unsuitable for the Site or its users.
User Representations, Warranties, and Covenants. You represent, warrant and covenant to VENT that: (a) you are a natural
person and of eighteen (18) years of age or older, or otherwise the age of
majority in your jurisdiction; (b) you have read and understand this
Agreement in its entirety; (c) you have the full right and authority to
enter into and abide by the terms and conditions of this Agreement; (d)
you understand and acknowledge that, by accepting this Agreement, you are
giving up certain legal rights and remedies; (e) you voluntarily accept
and agree to, and will fully comply with, the terms and conditions of this
Agreement; (f) you will not violate any applicable international, federal,
state, or local laws which may concern the Site, the Site's servers or any
information, communications, or content found on or through them; (g) you
are the exclusive owner of all rights, title, and interests in and to the
User Materials (including, without limitation, all copyrights, trademarks,
patents, trade secrets, rights of publicity, and rights of privacy)
and/or, if applicable, have secured all necessary rights and permissions
from all subjects depicted in, and all persons and entities who
contributed to, the User Materials to allow for your performance and grant
of rights hereunder; (h) the User Materials are wholly original to you;
(i) the User Materials do not and will not infringe upon or otherwise
violate the proprietary, publicity, or privacy rights of any person or
entity; (j) the User Materials do not and will not defame, disparage,
embarrass, or disclose confidential, private, or personal information
about or belonging to any person or entity; (k) nothing contained in the
User Materials is or will be, or contains or will contain, links to
material that is profane, indecent, obscene, threatening, abusive,
illegal, false, misleading or any form of spam, malware, virus, bug, bot,
spyware, or other malicious or tracking technology; (l) VENT is not
required to seek the permission of or compensate any third party to
exercise any of the rights granted by you under this Agreement; (m) no
obligation, disability, agreement, or adverse claim exists that may
restrict your performance or grant of rights hereunder; (n) all
information you provide to VENT in connection with your access or use of
the Site and/or the Services is truthful and accurate; and (o) you are not
listed on any United States government list of prohibited or restricted
Disclaimers and Limitations.
YOUR ACCESS OR USE OF THE SITE OR ANY PRODUCTS OR SERVICES MADE AVAILABLE TO YOU ON, THROUGH, OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) IN ANY WAY IS DONE AT YOUR OWN RISK. THE SITE, THOSE PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES), THE SUCCESS OR PERFORMANCE OF THE SITE OR THOSE PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES) AND ALL INFORMATION, COMMUNICATIONS, CONTENT AND FEATURES OFFERED, MARKETED, SOLD, PROVIDED, LICENSED OR MADE AVAILABLE ON, THROUGH, OR IN RELATION TO THE SITE OR THOSE PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES) ARE PROVIDED TO YOU ON AN “AS IS”, “WHERE IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY WARRANTY. VENT DOES NOT MAKE, NOR HAS VENT MADE, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE (WHETHER DIRECT OR INDIRECT, ORAL OR WRITTEN, OR EXPRESS OR IMPLIED) TO YOU WITH RESPECT TO THE SITE, ANY OF THOSE PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES), ANY SUCH INFORMATION, COMMUNICATIONS, CONTENT, AND FEATURES OR THEIR SUCCESS, PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY, MARKETABILITY, OR SAFETY. VENT EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS WARRANTIES, IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD FAITH AND FAIR DEALING, TITLE, NON-INFRINGEMENT, PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY, AND SAFETY) AND WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM AND USAGE IN TRADE WITH RESPECT TO THE SITE, THOSE PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES), ANY SUCH INFORMATION, COMMUNICATIONS, CONTENT OR FEATURES AND THEIR SUCCESS, PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY, MARKETABILITY, AND SAFETY. VENT DOES NOT MAKE, NOR HAS VENT MADE, ANY AFFIRMATION OF FACT, PROMISE OR WARRANTY (WHETHER EXPRESS, IMPLIED OR OTHERWISE) RELATING TO THE SITE, THOSE PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES), OR ANY SUCH INFORMATION, COMMUNICATIONS, CONTENT, OR FEATURES OR ITS SUCCESS, PERFORMANCE, FUNCTIONALITY, QUALITY, COMPLETENESS, ACCURACY, RELIABILITY, MARKETABILITY, OR SAFETY THAT EXTENDS BEYOND THE FACE OF THIS AGREEMENT OR THAT HAS BECOME ANY BASIS OF ANY BARGAIN.
Disclaimer About System Delays.
YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THIRD-PARTY COMMUNICATION NETWORKS AND FACILITIES THAT ARE OUTSIDE OF VENT'S CONTROL. ACCORDINGLY, VENT SHALL NOT BE RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS, ANY DELAYS, FAILURES, LOSSES, INJURIES, LIABILITIES OR DAMAGES ASSOCIATED WITH THE SITE WHICH RESULT FROM ANY SYSTEM DELAYS, DOWNTIMES, INTERRUPTIONS, OR OTHER FAILURES OF, OR PROBLEMS WITH, THE SITE WHICH ARE OUTSIDE OF VENT'S CONTROL (INCLUDING, WITHOUT LIMITATION, SCHEDULED MAINTENANCE OR NETWORK FAILURE).
Disclaimer About Certain Information, Communications and
ANY OPINIONS, ADVICE, REVIEWS, STATEMENTS, OFFERS, OR OTHER INFORMATION, COMMUNICATIONS OR CONTENT FOUND ON, THROUGH OR IN RELATION TO VENT, THE SITE, THE SERVICES, OR ANY THIRD-PARTY PROVIDERS (INCLUDING, WITHOUT LIMITATION, ONLINE FORUMS, OTHER WEBSITES, ADVERTISEMENTS, AND SOCIAL MEDIA PAGES) ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND NOT NECESSARILY THOSE OF VENT. THUS, THEY SHOULD NOT NECESSARILY BE RELIED UPON. SUCH AUTHORS ARE SOLELY RESPONSIBLE FOR THE ACCURACY OF SUCH INFORMATION, COMMUNICATIONS, OR CONTENT. VENT DOES NOT GUARANTEE, ADOPT OR ENDORSE THE ACCURACY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF ANY SUCH INFORMATION, COMMUNICATIONS, OR CONTENT, EVEN IF VENT IS THE AUTHOR. VENT IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY SUCH INFORMATION, COMMUNICATIONS OR CONTENT. UNDER NO CIRCUMSTANCES SHALL VENT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING FROM OR IN CONNECTION WITH YOUR RELIANCE ON ANY SUCH INFORMATION, COMMUNICATIONS, OR CONTENT.
Limitation of Liability.
IN NO EVENT SHALL VENT, ANY OF VENT'S PARENTS, SUBSIDIARIES, OR OTHER AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, OR LICENSEES BE HELD LIABLE TO (OR BE OBLIGATED TO INDEMNIFY) YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LEGAL COSTS, ATTORNEY FEES, LOST PROFITS, REPLACEMENT COSTS, OR REPAIR COSTS) CAUSED BY OR ARISING FROM OR IN CONNECTION WITH: (I) YOUR ACCESS OR USE OF THE SITE, OR YOUR INABILITY TO ACCESS OR USE THE SITE OR THE SERVICES; (II) ANY PRODUCTS OR SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES) MADE AVAILABLE ON, THROUGH, OR IN RELATION TO THE SITE; (III) ANY STATEMENTS, CONTENT, OR CONDUCT OF ANY THIRD PARTY ON, THROUGH OR IN RELATION TO THE SITE OR ANY SUCH PRODUCTS OR SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES); (IV) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR PERSONAL INFORMATION; (V) ANY HACKING, DENIAL OF SERVICE ATTACKS, DATA SECURITY BREACHES OR OTHER THIRD-PARTY CONDUCT THAT MAY LEAD TO A COMPROMISE OF YOUR PERSONAL INFORMATION OR DAMAGE TO YOUR DEVICE(S), SOFTWARE, OPERATING SYSTEM(S), FILE(S), CARRIER(S) OR NETWORK(S); (VI) ANY TRANSMISSION, DOWNLOAD OR INFECTION OF ANY SOFTWARE, SYSTEM, PROGRAM, FILE, PROCESS, DEVICE, APPLICATION OR ROUTINE (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, ROBOTS, SCRAPERS, SPIDERS, VIRUSES, SPYWARE AND MALWARE) THAT MAY LEAD TO A COMPROMISE OF YOUR PERSONAL INFORMATION OR DAMAGE TO YOUR DEVICE(S), SOFTWARE, OPERATING SYSTEM(S), FILE(S), CARRIER(S), OR NETWORK(S); (VII) THE FACT THAT YOU HAVE RELIED ON ANY INFORMATION, CONTENT OR COMMUNICATIONS PUBLISHED ON, THROUGH OR IN RELATION TO THE SITE OR ANY SUCH PRODUCTS OR SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES); OR (VIII) ANY ACTS, ERRORS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY PRODUCTS OR SERVICES OFFERED (INCLUDING, WITHOUT LIMITATION, THE SERVICES), SOLD, LICENSED, OR MADE AVAILABLE ON, THROUGH, OR IN RELATION TO THE SITE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR ACCESS AND USE OF THE SITE AND SUCH PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE SERVICES).
Limitation of Remedies.
IF VENT BREACHES OR OTHERWISE VIOLATES THIS AGREEMENT, THEN IN NO EVENT SHALL YOU BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECULATIVE, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN RELATION TO SUCH BREACH OR OTHER VIOLATION, EVEN IF VENT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
No Injunctive Relief.
IF VENT BREACHES OR OTHERWISE VIOLATES THIS AGREEMENT, THEN YOU SHALL NOT BE ENTITLED TO SEEK OR OBTAIN, AND YOU DO HEREBY WAIVE, ANY TYPE OF INJUNCTIVE RELIEF AGAINST THE SITE AND/OR ANY PRODUCTS OR SERVICES MADE AVAILABLE ON, THROUGH, OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) AS A RESULT OF SUCH BREACH OR OTHER VIOLATION. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING LIMITATION ON INJUNCTIVE RELIEF DOES NOT LIMIT YOUR ABILITY TO SEEK OR RECOVER ANY MONETARY REMEDIES AUTHORIZED BY LAW IN THE EVENT OF ANY SUCH BREACH OR OTHER VIOLATION (EXCEPT FOR THOSE WHICH ARE OTHERWISE EXPRESSLY PRECLUDED BY THIS AGREEMENT); PROVIDED, HOWEVER, THAT ANY SUCH NON-PRECLUDED CAUSE OF ACTION OR CLAIM IN CONNECTION WITH SUCH MONETARY REMEDIES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OR ELSE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Consumer Protections. The disclaimers and limitations set forth in this Section 17 are
not intended to limit liability or alter your rights as a consumer
that cannot be limited or altered under applicable law.
General Release of Claims. You hereby release and hold harmless VENT, VENT's parents,
subsidiaries, and other affiliates, and their respective officers,
directors, managers, owners, partners, agents, employees, representatives,
trustees, assigns, transferees, contractors, vendors, and licensees from
and against all claims that you have or may have against them for
infringement, violation of the rights of privacy or publicity, defamation,
disparagement, unpaid benefits, unpaid wages, overtime, discrimination,
personal injury, property damage, negligence, and/or any other legal
theory arising from or in connection with the Site, the products or
services made available on, through, or in relation to the Site
(including, without limitation, the Services), and/or the rights and
privileges granted or conveyed by you under this Agreement (including,
without limitation, those rights and privileges relating to the User
Materials and/or any elements, derivatives, or marketing of the
foregoing). Further, you waive your right to, and in no event shall you
seek to, (a) enjoin VENT, any of VENT's officers, directors, members,
managers, owners, partners, agents, employees, representatives, parents,
subsidiaries, affiliates, successors, trustees, assigns, transferees,
contractors, vendors, or licensees or (b) exercise any of the rights or
privileges granted or conveyed by you under this Agreement (including,
without limitation, the User Materials).
You also hereby waive any rights you may have under Section 1542 of the
California Civil Code and any other statute or common law principle of
similar effect, which provides: “A general release does not extend to
claims that the creditor or releasing party does not know or suspect to
exist in his or her favor at the time of executing the release and that,
if known by him or her, would have materially affected his or her
settlement with the debtor or released party”.
YOU HEREBY AGREE TO INDEMNIFY, RELEASE, AND HOLD HARMLESS VENT, VENT'S PARENTS, SUBSIDIARIES, AND OTHER AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, OWNERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ASSIGNS, TRANSFEREES, CONTRACTORS, VENDORS, AND LICENSEES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, SUITS, DEMANDS, ACTIONS, JUDGMENTS, LOSSES, DAMAGES, FINES, PENALTIES, AND EXPENSES (INCLUDING COSTS AND REASONABLE OUTSIDE ATTORNEY FEES) INCURRED BY SUCH INDEMNITEES, OR ASSERTED AGAINST SUCH INDEMNITEES BY THIRD PARTIES, ARISING OUT OF OR IN CONNECTION WITH (A) YOUR ACTS, ERRORS, OR OMISSIONS, (B) YOUR USE OF THE SITE OR ANY PRODUCTS OR SERVICES MADE AVAILABLE ON, THROUGH, OR IN RELATION TO THE SITE (INCLUDING, WITHOUT LIMITATION, THE SERVICES) IN ANY MANNER CONTRARY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, (C) YOUR VIOLATION OF THE RIGHTS OF OR OTHER INJURY TO ANY THIRD PARTY, AND/OR (D) YOUR BREACH OF ALL OR ANY PART OF THIS AGREEMENT.
Force Majeure. VENT will
not be liable or responsible, nor be deemed to have defaulted under or
breached any applicable agreement, for any failure or delay in fulfilling
or performing any term of such agreement, when and to the extent such
failure or delay is caused by or results from acts beyond VENT's control,
including, without limitation, the following force majeure events: (a)
acts of God; (b) flood, fire, earthquake, hurricane, epidemic, pandemic or
explosion; (c) war, invasion, hostilities (whether war is declared or
not), terrorist threats or acts, riot or other civil unrest; (d)
government order, law or actions; (e) embargoes or blockades in effect;
(f) national or regional emergency; (g) strikes, labor stoppages, labor
slowdowns or other industrial disturbances; (h) shortage of adequate power
or transportation facilities; and (i) any other similar events or
circumstances beyond the control of VENT, and the time for VENT's
performance shall be extended by the period of any such delay. VENT is
hereby excused for any failure to perform under this Agreement to the
extent that its performance is prevented by any reason outside of its
reasonable control or that may be characterized as a force majeure event.
VENT reserves the right to apportion its production among its customers as
it may determine.
Termination; Survival. If
this Agreement is terminated for any or no reason, then all rights granted
to you under this Agreement shall automatically revert back to VENT, and
the following shall survive in perpetuity: (a) all defined terms under
this Agreement; (b) all rights and privileges under this Agreement which
were granted to or accrued in favor of VENT, any of VENT's parents,
subsidiaries, or other affiliates, or any of their respective officers,
directors, managers, owners, partners, agents, employees, representatives,
trustees, assigns, transferees, contractors, vendors, or licensees as of
the date of this Agreement's termination; (c) all payments which accrued
as of the date of termination; (d) all disclaimers, limitations of
liability and limitations of remedies; and (e) all representations,
warranties, covenants, certifications, releases, indemnifications, and
promises made by you under this Agreement.
Governing Law. This
Agreement, the additional terms, conditions, and policies referenced
access or use of the Site or any Services, your registration with the
Site, any transactions made on, through, or in relation to the Site, any
products or services purchased on, through, or in relation to the Site
(including, without limitation, the Services), the Parties' relationship,
and all disputes, controversies, and claims arising from or in connection
with any of the foregoing (whether grounded in contract, tort, statute,
law, or equity) will be governed by and construed under the laws of the
State of Texas and the applicable federal laws of the United States of
America, regardless of its place of execution, its place of performance,
and any conflicts of law analysis.
Mediation; Binding Arbitration; Waiver. Each Party hereby irrevocably agrees that all disputes,
controversies and claims arising from or concerning this Agreement,
any additional terms, conditions or policies referenced in this
your access or use of the Site or the Services, any transactions
made on, through, or in relation to the Site, any products or
services purchased on, through, or in relation to the Site
(including, without limitation, the Services), and/or the Parties'
relationship (whether grounded in contract, tort, statute, law, or
equity) (collectively, the "Claim(s)"), will first
be submitted in good faith by the Parties to nonbinding mediation in
Travis County, Texas. If the Claim is not settled at mediation, the
Claim will be submitted, at the sole discretion of VENT, its agents,
servants, employees, shareholders, officers, directors, attorneys,
contractors and subcontractors, past, present, and future, and their
respective heirs, legal and personal representatives, successors and
assigns (collectively, the "VENT-Parties"), to
arbitration in Austin, Travis County, Texas, administered by
Judicial Arbitration and Mediation Services, Inc. or its successor
("JAMS") in accordance with the (i) then-current
JAMS Comprehensive Arbitration Rules & Procedures (the
"JAMS Rules") and (ii) laws of the state of Texas.
No waiver of this agreement to arbitrate will be enforceable on the
parties. If the VENT-Parties do not elect to have a Claim submitted
to arbitration, exclusive jurisdiction and venue for any suit based
upon a claim otherwise subject to arbitration under this agreement
will be in Travis County, Texas. Even after suit is filed, the
VENT-Parties will have the right to submit the case to arbitration
by motion filed within 120 days after service of process, summons,
citation or statement of claim on the VENT-Parties. The Parties
agree and stipulate that this agreement to arbitrate, including each
related agreement and transaction, is involved in interstate
commerce. This agreement to mediate, arbitrate, or submit Claims to
court does not waive or modify the release and indemnity contained
in this Agreement.
Arbitration Process and Procedures. The arbitration shall be conducted in the English language.
The arbitrator shall be selected in accordance with the JAMS
Rules, unless otherwise agreed to by the parties to the
arbitration. All issues or questions concerning either the
scope of this arbitration clause or the arbitrability of any
of the Claims shall be referred to and finally decided by the
arbitrator. The arbitrator may construe or interpret, but
shall not vary or ignore, the terms and conditions of this
Agreement and shall be bound by applicable law.
Arbitration Decisions and Awards. The arbitrator shall render a written final decision on the
subject Claim as soon as practicable and, in any event, not
more than forty-five (45) calendar days after the close of
evidence and briefing. The arbitrator's decision shall be
written, shall be in accordance with applicable law, and shall
be supported by written findings of fact and conclusions of
law setting forth the basis for his/her decision. The
arbitrator shall have no authority to award punitive,
exemplary, or consequential damages, unless such an award is
authorized by applicable law. The arbitrator shall have the
authority to award attorney fees and expenses if such an award
is permitted under this Agreement or applicable law. Subject
to any applicable rights of appeal, the final decision of the
arbitrator shall be binding and conclusive upon all of the
Parties who have been served with proper written notice of the
arbitration proceeding as required by this Section 23.
Judgment on any award rendered by the arbitrator may be
entered by a court in Travis County, Texas having jurisdiction
thereof. Any decision, judgment, ruling, finding, award, or
other determination of the arbitrator and any information
disclosed in the course of any arbitration hereunder shall be
kept confidential by the Parties, and any court order to
enforce the decision, judgment, ruling, finding, award, or
other determination of the arbitrator shall be filed under
Arbitration Fees and Expenses. JAMS's administrative and filing fees, the arbitrator's
fees and expenses and all other fees and expenses charged by
JAMS and/or the arbitrator to administer or conduct the
arbitration shall be shared equally among all parties to the
arbitration; provided, that the prevailing party of
the arbitration may recover an award of its share of such fees
and expenses if such an award is permitted under this
Agreement or applicable law.
Waiver of Jury Trial and Class Action. EACH PARTY ACKNOWLEDGES AND AGREES THAT HE/SHE/IT IS
WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS THE
MEMBER OF A CLASS IN ANY PURPORTED CLASS ACTION PROCEEDING.
In the event a particular Claim is not subject to arbitration
(whether by decision of an arbitrator with binding authority, or
otherwise according to this Agreement or applicable law), each Party
hereby irrevocably submits to exclusive personal jurisdiction and
venue in Travis County, Texas and the United States federal courts
in the Western District of Texas, Austin Division, for the
litigation of said Claim, and covenant and agree that neither of the
foregoing is an inconvenient venue or forum.
Notice. Unless otherwise
expressly stated in this Agreement, VENT may give or deliver all other
notices to you by means of a general notice posted on this or another page
of the Site, as applicable, or by email to your email address as you may
provide to VENT on or through the Site, and such notices shall be deemed
effective as of their stated effective dates.
Relationship. In no event
shall this Agreement, the performance of a Party's rights or obligations
under this Agreement, the Site, or a Party's access or use of the Site or
the Services create any type of fiduciary, franchise, agency, employment,
independent contractor, partnership, or joint venture relationship between
you and VENT.
Electronic Signatures. IF YOUR ACCEPTANCE OF THIS AGREEMENT IS FURTHER EVIDENCED BY YOUR AFFIRMATIVE ASSENT TO THE SAME (E.G., BY A “CHECK THE BOX” ACKNOWLEDGMENT PROCEDURE), THEN THAT AFFIRMATIVE ASSENT IS THE EQUIVALENT OF YOUR ELECTRONIC SIGNATURE TO THIS AGREEMENT. HOWEVER, FOR THE AVOIDANCE OF DOUBT, YOUR ELECTRONIC SIGNATURE IS NOT REQUIRED TO EVIDENCE OR FACILITATE YOUR ACCEPTANCE AND AGREEMENT TO THIS AGREEMENT, AS YOU AGREE THAT THE CONDUCT DESCRIBED IN THIS AGREEMENT AS RELATING TO YOUR ACCEPTANCE AND AGREEMENT TO THIS AGREEMENT ALONE SUFFICES.
No Waiver. No
failure or delay to exercise any right, remedy, power, or privilege
arising from or in connection with this Agreement will operate or be
construed as a waiver thereof, except as otherwise expressly stated
in this Agreement. Any waiver authorized on one occasion is
effective only in that instance and only for the purpose stated, and
does not operate as a waiver on any future occasion.
Assignment and Delegation. You shall not assign, delegate, or otherwise transfer any of your
rights or obligations under this Agreement without VENT's prior
written consent in each instance.
Construction and Interpretation. This Agreement shall be construed to have been drafted by all of
the Parties, so that any rule of construction or interpretation that
construes or interprets ambiguities against the drafter shall have
no force or effect.
headings are inserted in this Agreement for reference and
convenience only and shall not interpret, define, limit, or describe
the scope, intent, terms, or conditions of this Agreement.
any term or condition of this Agreement is deemed invalid or
unenforceable by the arbitrator or (if applicable) a court of law
with binding authority, then the remaining terms and conditions
shall not be affected, and said arbitrator or court of law shall
reform the invalidated or unenforceable term or condition to the
maximum extent permitted under the law and consistent with the
intent of this Agreement.
This Agreement, together with those additional terms, conditions,
and policies referenced herein and/or made available herein by
constitutes the entire agreement and understanding between the
Parties with respect to the subject matter hereof, supersedes any
prior agreements and understandings, if any, between the Parties
with respect to such subject matter, and shall inure to the benefit
of and be binding upon the Parties and their respective successors
Contact Us. Please direct
any questions you may have about the Site or this Agreement to
email@example.com with a subject line of "Website Question". The foregoing
contact information may change from time to time by supplementation,
amendment, or modification of this Agreement.
Modification Date. This
Agreement was last updated on June 29, 2020.