Terms & Conditions

TERMS AND CONDITIONS

These Terms and Conditions (this “Agreement”) concern the 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 hand, and Victor Emanuel Nature Tours, Inc., a Texas corporation (together with its affiliates and related parties, “VENT”), on the other. You and VENT are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

This Agreement constitutes a legally binding contract between you and VENT. Please read this Agreement carefully before accessing or using the Site and/or the Services. By using the Site, you accept and agree to be bound and abide by this Agreement and our Privacy Policy, which is incorporated herein by reference. If you do not want to agree to this Agreement or the Privacy Policy, you must not access or use the Site.

You automatically accept and agree to the most recent version of this Agreement when 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, you are strictly prohibited from accessing or using the Site or the Services. VENT may revise, update, supplement, amend or otherwise modify this Agreement at any time, in its sole discretion. Such modifications will be posted on this page or another page of the Site, as VENT deems appropriate, in its sole discretion. Unless a specific effective or modification date is stated, all changes are effective immediately when posted, and apply to all access to and use of the Site thereafter. It is your responsibility to carefully review this Agreement each time you access or use the Site or the Services. Your continued use of the Site following an Agreement modification means that you accept and agree to the changes. You are expected to check this page each time you access the Site so that you are aware of any changes.

1.    Eligibility.  You agree to comply with all applicable laws for accessing and using the Site or the Services. The Site is offered and available only to users who are 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 all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site or the Services.

2.    Privacy Policy. VENT’s policies concerning the collection and use of your personal information in connection with the Site are set forth in the Site’s Privacy Policy, which you should carefully review each time you access or use the Site or the Services. All information VENT collects on the Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by VENT with respect to your information in compliance with the Privacy Policy.

3.    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 has no obligation, to change or otherwise alter the operation, features, and content of the Services as VENT sees fit in its sole discretion from time to time.

a.    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.

b.    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 Site and/or through information provided on the Site.

c.    Relationship. 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 and you or any other user of the Site.

d.    Parental Control. Viewer discretion is advised in connection with the use of the Site and the Services. 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.

4.    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)”). This Agreement shall apply with equal force and measure to your access and use of the Site through any such Device. 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.

5.    Ownership. The Site, its entire contents, features and functionality, 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 only permits you to use the Site and the Services for your personal, non-commercial use.

a.    Limitations on Use. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site, except as follows:

i.    Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

ii.    You may store files that are automatically cached by your Web browser for display enhancement purposes.

iii.    You may print or download one (1) copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

iv.    If VENT provides desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

v.    If VENT provides social media features with certain content, you may take such actions as are enabled by such features.

b.    Remedies. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of this Agreement, your right to use the Site will stop immediately and you must return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by VENT.

6.    User Account.

a.    Registration. As 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.

b.    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 in writing 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).

c.    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.

d.    Security Processes. If you choose, or are provided with, a user name, password or any other piece of information as part of VENT’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You acknowledge that your User Account is personal to you and agree not to provide any other person with access to the Site or portions of it using your user name, password or other security information. You agree to notify VENT immediately in writing of any unauthorized access to or use of your user name or password or any other breach of security with respect to your User Account. You also agree to ensure that you exit and logout from your User Account at the end of each session. You should use particular caution when accessing your User Account from a public or shared computer so that others are not able to view or record your password or other personal information.

e.    Reserved Rights of VENT. VENT has the right to disable any user name, password or other identifier, whether chosen by you or provided by VENT, at any time in its sole discretion, including if, in VENT’s opinion, you have violated any provision of this Agreement.

7.    Rights, Permissions, and Consents.

a.    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.

b.    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, YouTube, Pinterest, and TikTok) 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 with any provision of the Privacy Policy.

c.    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.

d.    Warnings; Disclaimers.  Please note that the User Materials may 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 of the User Materials in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the foregoing is not intended to conflict with any provision of the Privacy Policy.

8.    Suspension or Termination of Service; Disclaimer. VENT, in its sole discretion and without notice to you, has the right, but not the obligation, to suspend or terminate the function or existence of all or any part of the Site and any service or material VENT provides on 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). From time to time, VENT may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

9.    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 other person or entity and share information relating to your payments, as applicable, if VENT believes doing so will prevent a violation of 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.

10.    Payments; Transactions.

a.    Sales Transactions.  Sales transactions conducted on or through the Site are facilitated through a direct invoicing process rather than a shopping cart system. When you proceed to finalize your reservation, you will have the opportunity to review your booking, confirm details, and enter any applicable promotional codes. Upon confirmation, an invoice will be generated reflecting the total deposit required to secure your reservation. Payments can be made through an integrated payment processing system subject to the terms and conditions of our third-party payment processing vendor.

b.    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 address provided at the time the order was placed.

c.    Payment Authorization. By providing VENT with your payment information, 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 account(s) with VENT in accordance with this Agreement.

d.    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.

e.    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 User Account, 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.

f.    Limited Refunds.  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 Refund Policy.

11.    Electronic Communications.

a.    Express Consent. You hereby expressly consent to VENT sending or otherwise communicating with you for any purpose (including, without limitation, for advertising, telemarketing, or other marketing or promotional purposes, or for sending or notifying you about special offers, updates, newsletters, or other information purposes) via any electronic means or forms as VENT deems appropriate in its sole discretion, whether through the Site, through your User Account, by personal communication, by email, by automatic telephone dialing system, by telephone, by artificial or prerecorded voice, by online social media, by text message (e.g., short message service and multimedia messaging service) or by other electronic media means or forms. By giving such consent, you agree that no such communication shall violate the CAN-SPAM Act, the Telephone Consumer Protection Act, or any other applicable laws, rules, or regulations. Voice, message, and data fees, rates, charges, and taxes may apply to you, and you are responsible for payment of the same. You are not required to grant the foregoing consent as a condition for the purchase or license of any VENT products or services.

b.    Opt-Out.  You may opt-out of receiving any electronic messages from VENT as described in Section 11(a) above at any time by any reasonable means, including, without limitation and by way of example, by sending an email to info@ventbird.com with a subject line of “Opt-Out of Electronic Communications”.  You acknowledge that opting out of receiving any such communications may impact 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.

12.    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.

13.    Prohibited Activities.  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 but not limited to, robots, scrapers, spiders, viruses, spyware, malware, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful, 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; (n) any act that violates applicable federal, state, local, or international law or regulation; or (o) 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.

14.    Links to Other Sites, Apps, Networks, Platforms and Servers.

a.    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”). If the Site contains links to other websites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. VENT has no control over the contents of those websites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

b.    Disclaimer About Linked Technologies. VENT is not responsible for any information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from the Linked Technologies (including, without limitation and by way of example only, inaccurate information, illegal content, and robots, scrapers, spiders, viruses, spyware, malware, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful). VENT does not make, nor has VENT made, any representations or warranties (whether express, implied, or otherwise) concerning the terms of use or service, privacy policies, agreements, information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from the Linked Technologies, nor shall the fact that the Site may link to or from any Linked Technologies constitute an affiliation with, association with, or endorsement of such Linked Technologies or any information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from such Linked Technologies. If you decide to access any Linked Technologies, you do so at your own risk.

15.    Take Down.  VENT reserves the right, but shall have no 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 a matter that VENT deems unsuitable for the Site or its users, in its sole discretion.

16.    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 waiving 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, current and accurate; and (o) you are not listed on any United States government list of prohibited or restricted parties.

17.    Disclaimers and Limitations.

a.    General Disclaimer.  Your access or use of the Site or any products or services made available to you on, through, or in any relation to the Site (including, without limitation, the Services) 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.

b.    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).

c.    Disclaimer About Certain Information, Communications and Content. 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 party for any loss or damage caused by or arising from or in connection with your reliance on any such information, communications, or content.

d.    Disclaimer of Warranties.  You understand that VENT cannot and does not guarantee or warrant that files available for downloading from the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data. To the fullest extent provided by law, VENT will not be liable for any loss or damage caused by a distributed denial-of-service attack, virus or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material, due to your use of the Site or any services or items obtained through the Site or due to your downloading of any material posted on it, or on any website linked to it.

e.    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, malware, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful) 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).

f.    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.

g.    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.

h.    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.

18.    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 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, which if known by him or her, would have materially affected his or her settlement with the debtor or released party”.

19.    Indemnification. 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.

20.    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.

21.    Governing Law. This Agreement, the additional terms, conditions, and policies referenced herein (including the Site’s Privacy Policy and Refund Policy), your 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) is governed by the laws of the State of Texas in the United States of America and the applicable federal laws of the United States of America, regardless of its place of execution or performance, and any conflict of law.

22.    Dispute Resolution.

a.    Binding Arbitration; Waiver. Each Party hereby irrevocably submits all disputes, controversies and claims arising from or concerning this Agreement, any additional terms, conditions or policies referenced in this Agreement (including the Site’s Privacy Policy and Refund Policy), 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 “Dispute(s)”) to binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. or its successor (“JAMS”) for the resolution thereof, and such arbitration shall be the sole and exclusive method for resolving the Disputes.  The arbitration shall be binding, final, and confidential.  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.

b.    Arbitration Rules.  The arbitration shall be conducted before a single arbitrator under the then-current JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as supplemented by the Federal Rules of Civil Procedure and the Federal Rules of Evidence if and where applicable. If there is any conflict between a provision of the JAMS Rules, the Federal Rules of Civil Procedure, the Federal Rules of Evidence, or this Agreement, then the conflicting provision of this Agreement shall control and govern over the JAMS Rules, the Federal Rules of Civil Procedure and the Federal Rules of Evidence, and the JAMS Rules shall control and govern over the Federal Rules of Civil Procedure and the Federal Rules of Evidence. The construction, interpretation, and enforcement of this Section 22 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

c.    Arbitration Process, Location, and Procedures. The Party initiating the arbitration proceeding shall serve a written notice of arbitration on the other Party in accordance with the JAMS Rules. The arbitration shall be held in Travis County, Texas, United States of America.  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 Disputes shall be referred to and finally decided by the arbitrator.  The arbitrator may construe or interpret, but shall not vary or disregard, the terms and conditions of this Agreement and shall be bound by applicable law.

d.    Arbitration Decisions and Awards.  The arbitrator shall render a written final decision on the subject Dispute 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 22.  Judgment on any award rendered by the arbitrator may be confirmed in any state or federal court having jurisdiction thereof that is located in the State of Texas, United States of America, and may be entered in and enforced by any domestic, foreign, or international court having appropriate subject matter jurisdiction.  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 seal.

e.    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.

f.    Litigation; Waiver.  In the event a particular Dispute is not subject to arbitration (whether by decision of an arbitrator with binding authority, or otherwise in accordance with this Agreement or applicable law), each Party hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of Travis County, Texas, United States of America and the United States federal courts in the Western District of Texas, Austin Division, for the litigation of said Dispute, and covenant and agree that neither of the foregoing is an inconvenient venue or forum.

g.    Waiver of Jury Trial and Class Action.  Regardless of whether a particular dispute is subject to arbitration or litigation, and to the fullest extent permitted by law, each Party does hereby waive his/her/its right to a trial by jury, to participate as the member of a class in any purported class action or other proceeding, or to name unnamed members in any purported class action or other proceeding.

23.    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.

24.    Miscellaneous.

a.    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.

b.    Excused Performance.  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 shall not be liable for delays in performance caused by any act of God, fire or other casualty, accident, strike, shortage of labor or materials, governmental action, industrial disturbance, or any other cause beyond VENT’s reasonable control, and the time for VENT’s performance shall be extended by the period of any such delay. VENT reserves the right to apportion its production among its customers as it may determine.

c.    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.

d.    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.

e.    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.

f.    Headings.  Section 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.

g.    Severability.  If 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.

h.    Entire Agreement.  This Agreement, together with those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including the Site’s Privacy Policy and Refund Policy), 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 and assigns.

25.    Contact Us.  Please direct any questions you may have about the Site or this Agreement to info@ventbird.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.

26.    Modification Date.  This Agreement was last updated on October 26, 2024.