Terms of Service

Welcome to Venice Innovation Labs Inc.’s (“Venice” or “we” or “us”) website hosted at https://app.Venice.tech, https://mint.venicemusic.co, https://members.venicemusic.co, and/or other Venice-related or affiliated websites or apps (collectively, the “Website” or “Site”), domain name, membership programs, platform, network, content, applications, features, products, locations, events, properties, and all protocols and components thereof, whether digital, virtual, and/or physical, and which may exist now or in the future as Venice may make available from time to time (together, collectively the “Service”).

Please review the following terms and conditions concerning your use of and access to the Website and our Services. By contributing content to and/or otherwise accessing or using any Service, you (hereinafter “You” or “User”) agree to follow and be bound by these Terms of Use, Terms of Sale, our Privacy Policy, and any other terms and conditions (such as any distribution and/or master syncing agreement(s)) additionally applicable for certain specific features, add-ons, or services (collectively, "Terms"). If You do not agree with these Terms, You may not use any Service.

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH THE COMPANY. PLEASE READ IT CAREFULLY.

Read our Privacy Policy

For information about our data practices, please see our Privacy Policy. By accessing or using the Site, you agree that we can collect and use your information in accordance with the Privacy Policy.

Information for Users

Account Creation: You are eligible to use the Service if you are the age of 13 or older. If You are ineligible to use this Service if you are under the age of 13. If you are under the age of 18, you must have your parent or legal guardian set up your account and have them agree to these Terms. If you are under the age of 18, your parent or legal guardian’s consent to these Terms is ongoing and they hereby warrant that they will review these Terms for changes, and if any occur, that they will be amenable thereto until you reach age 18, at which point you hereby give your consent to these Terms.

By becoming a user of the Service, you represent and warrant that you have the right, authority and capacity to use the Service and to abide by these Terms. Your registration with the Service is for your sole use. For our individual customers, You may not authorize others to use your account and you may not assign or otherwise transfer your account to any other person or entity. For our corporate partners, your use is limited to your employees.

In order to set up an account on the Service, Users will have to provide his/her full name, password, active email address, and physical mailing address, all of which is subject to Venice’s Privacy Policy. Any submission of false or materially inaccurate information in creating an account shall constitute a basis for Venice to terminate the account and bar such users from making further access or use of the Service. You may only create one account per person, and any user creating multiple accounts with different email addresses may be subject to account termination.

Certain Services may be restricted to those persons that qualify and are accepted through Venice’s application and admissions process, and limited to those who are accepted by Venice for access. Venice reserves the right to administer, review, accept, reject, revoke, and otherwise implement this application/admissions process in its sole discretion, and Venice will have no liability or obligation to You, any User, or any purchaser, transferee, or seller (including, but not limited to, those receiving any Membership NFT).

Authority: If you are registering as a business entity or organization, you personally guarantee that you have the authority to bind the entity you are acting on behalf of to this Agreement.

Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Venice of any unauthorized use of your password or any breach of security. You also agree that we cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Venice without our express written permission.

Our Intellectual Property

All materials provided by, derived from, or otherwise composing the Service, including, but not limited to, information, images, graphics, logos, sounds, compilations, Forms (as defined in the Form Agreements and Documents Section below), content, software, processes, tokens, data, code, and services, (collectively, “Content”) are protected by and subject to applicable copyright, trademark, and other intellectual property laws and are owned or controlled by Venice, or their respective partners, vendors, licensors, agents and/or representatives (whether or not such persons are credited as the provider of the Content). Except where expressly provided otherwise by Venice, nothing made available to users via the Service may be construed to confer any license or ownership right in or to materials published or otherwise made available through the Service, whether by estoppel, implication, or otherwise. You hereby acknowledge that, as between you and Venice, Venice shall be the exclusive owner of all right, title and interest in and to the Services, including without limitation, any application programming interface (“API”), underlying software and technology, and the Intellectual Property Rights related thereto. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. All rights not granted to you in these Terms are expressly reserved by Venice.

Limited License

You are granted a nonexclusive, nontransferable, revocable license (i) to access and use the Service solely in accordance with these Terms; (ii) to use the Website solely for internal, personal, noncommercial purposes and (iii) to print out discrete information from the Service only for internal, personal, noncommercial purposes and provided that you maintain all copyright and other policies contained therein. The Services may include Forms (as defined below) that are made available for you to use. You may use those Forms in accordance with the terms, conditions and disclaimers set forth in these Terms and in those individual Forms.

Your Intellectual Property

User hereby grants to Venice any and all rights necessary for Venice to exploit any content, data, and materials (including without limitation, audio-only master recordings and related metadata uploaded or otherwise by User) supplied by User (collectively, “User Information”) and Venice may do so on a worldwide basis, including but not limited to, authorizing any music digital services provider to: (a) create digital master files and reproduce, convert, adapt, encode and transcribe any such content and perform metadata corrections (including spelling, genre correction) where necessary; (b) store any content in digital form on storage servers for the purposes of creating different compressed versions using different codecs; (c) supply, stream, perform, communicate to the public, make available, display, synchronize, distribute, reproduce, compile and otherwise exploit any content on digital service providers; (d) receive payments, administer and distribute payments and royalties in relation to any and all income related to the exploitation and/or performance of content provided by Partner on digital service provider; (e) license to and/or authorize digital service providers to your audio and audio-visual clips, artwork, artists´ names, images, trademarks, and logs in advertising, marketing and promotional materials related to User Information whether on Venice’s Website, on digital service providers, and their related websites and social networks’ profiles. Notwithstanding anything to the contrary, User hereby acknowledges that digital service providers have the right to select in their own discretion if and to what extent they exploit any content and that Venice cannot guarantee any content provided by User, or any part thereof, will be exploited by digital service providers.

In the event that a User ceases to own and/or control any content, data, or materials provided to Venice, the User shall immediately (and in no event later than 5 business days) after such cessation of ownership and/or control (i) notify Venice in writing, and (ii) update the related metadata and withdraw such content from the relevant digital service providers and Venice’s platform. User shall: (a) be solely responsible for the proper and adequate uploading of any User Information and it shall ensure that correct metadata (including publishing and performer metadata insofar as available) is provided at all times; (b) ensure that partner information is technically satisfactory for exploitation on digital service providers and Venice reserves the right to refuse, with or without actual notification to User, to accept any User Information that does not meet the standard requirements and specifications set out by Venice and/or by the relevant digital service providers; (c) provide Venice with all information reasonably requested to fulfill its obligations hereunder (including in relation to handling any ‘Infringement Notices’) and promptly cooperate with Venice to resolve any operational and/or technical issues; (d) fulfill any obligations directly applicable to it and ensure that User Information further complies with any content guidelines and general policies provided by Venice or digital service providers from time to time; (e) ensure that it will not use the Services (including Venice’s platform) or digital services providers in any fraudulent and/or illegal way; (f) comply with all applicable laws, governmental regulations and requirements relating to distribution, exploitation and marketing of User Information; and (f) promptly notify Venice in writing of any other dealings which may limit and/or affect Venice’s ability to perform its services hereunder.

User hereby grants to Venice a royalty-free, worldwide, irrevocable, perpetual license and right to use and display such User Information for any purpose in connection with the Services. User represents and warrants that it has all rights in and to the User Information, provided however that, to the extent any User Information is personally identifiable information of third parties, User represents and warrants that User’s use and provision of such information to Venice is in compliance with all contracts and applicable law. Venice will not be responsible to User for any User Information that is lost or deleted, and User shall be solely responsible for the accuracy, content and legality of such User Information. User hereby grants Venice permission to share User Information with third parties, including with Data Source(s) and Venice’s Representatives, for the sole purpose of providing the Services. User explicitly agrees, affirms, represents and warrants that the use or disclosure of User Information in accordance with this clause shall not be construed as a violation of any privacy policy or any confidentiality obligations. User shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of User Information. Venice shall not be responsible for any payments and/or similar payments to be made to third parties, including publishers, writers, authors, collecting societies and/or similar entities in connection with the exploitation or any other use of the underlying musical compositions (including lyrics) or parts thereof as embodied on User Information. To the extent Venice receives any publishing royalties from digital service providers, such royalties will be passed to the applicable label for the necessary distribution/payment to the applicable third parties.

Blockchain Transactions

Certain of our Services may involve your participation in digital currency transactions and related marketplaces. Know that the use of or access to any facet or component of a blockchain and/or marketplace is solely and 100% at your own risk. While Venice reserves the right to refuse to process or to cancel any pending digital currency transaction as required by law or in response to a subpoena, court order, or other binding government order or to enforce transaction limits, you acknowledge and agree that Venice is in no way obligated to (nor can it) reverse a digital currency transaction which has been broadcast to a blockchain or public ledger.

Venice has no control over, liability for, or the delivery, quality, safety, legality or any other aspect of anything that you may mint with, purchase from, and/or sell to a third party (including, but not limited to, other persons or entities, whether or not they are also users of the Services). Venice is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. Moreover, Venice at all times reserves the right to reject, deny, restrict, or condition any access to any Service with respect to any person or entity with whom You may engage in a transfer or transaction, and Venice shall have no obligation or liability to You (or such person to entity) whatsoever. If you experience a problem with any purchase or sale or otherwise in connection with using the Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Venice so that we may consider what action to take, if any, at our sole discretion. Your use or access to the Services, and any interaction with any third party services, products or protocols, especially involving any blockchain technology, is 100% at your own risk.

Payments

All Services must first be paid for by each User at the prices, rates, and/or fees applicable or each such Service (including any fees, costs, or charges required by the applicable third party service provider and/or marketplace). To receive access to any Service, you will need to provide us with your billing account information, along with any other related Service-dependent information which we may require (such as, level of service, number of authorized users under your account, etc.). We will save your digital wallet, credit card, and/or other form of billing information for use on all future payments due to us for the Services and any purchases you may make. Please note, by providing this information, You (individually or on behalf of the organization or business entity whom You represent) are agreeing to pay and authorize Venice to automatically charge your credit card and/or digital wallet all amounts for any purchase you may make as well as all applicable fees due to Venice on an annual, monthly, or other automatically recurring basis as applicable for the selected Service, unless and until you cancel. All charges are not refundable or prorated upon cancellation.

Payments due from a User must be made in US dollars and/or digital currency, as specified by Venice. User is responsible for all taxes associated with any payments received from or payable to Venice.

Each Service (depending on any related membership structure) allows the User to access and use the related Service. Each subscription or membership is for a single User for a specified term and is personal to that User. Unless Venice states otherwise, all memberships and subscriptions automatically renew (without the need to go through the Venice interface or execute a renewal transaction) for additional periods equal to one (1) year. Venice reserves the right to change or update any of the terms and features of any membership or subscription Service, including without limitation, the price or fee (which we will notify via posting on the applicable page of the Website and will take effect immediately upon renewal) and any of the membership features or included service (without or without notice).

If You do not wish to renew, You must give us written notice of non-renewal at least thirty (30) days before the end of the then-current membership term to stop the membership from automatically renewing.

If your payment method reaches its expiration date and you do not update your credit card or other billing information or cancel your account, you authorize us to continue billing that payment method on file including extending the expiration date until we are notified by you or the billing company that the account is no longer valid. We encourage you to constantly update your payment method information or notify us in writing to cancel your account should you wish to discontinue your membership with us.

Any payments from digital service providers, if applicable to You based on the Service, will be credited to the payment processing account You have registered with the Venice platform, within thirty (30) days from the previous month that Venice receives payment from the digital service provider. If the payment due to the User is less than USD $5.00, payment will be withheld by Venice until the User’s cumulative payout meets the minimum threshold of USD $5.00. Venice is not responsible for any failed payments if User has not yet connected their payment processing account to the Venice platform or as a result of User’s inaccurate banking (or other payment related) information. Any payments made to Users exclude any sales taxes, if applicable.

To the extent a Venice Service involves a sale or offer by Venice of digital collectibles or tokens for membership to certain specific Services, any purchase by a user of such digital collectibles or tokens shall be additionally subject to Venice’s Terms of Sale.

Venice reserves the right to require payment of any other fees for the applicable Services, including with regard to any features at any time in the future, whether or not Venice requires payment currently, including without limitation, acceptable methods and forms of payment. Should you elect to subscribe to a feature or component of the Services, you shall pay all applicable fees, as described on the applicable site for such Service(s). Venice reserves the right to change its prices and any related procedure, including instituting new charges at any time, which Venice may notify you of by email, by posting on the related Site, or otherwise as determined by Venice.

Please note that use of or access to the Services by you following such notification constitutes your affirmative acceptance of any new or increased charges.

User Conduct

Users will comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with your use of the Service, including without limitation, those related to data privacy, international communications, and the exportation of technical or personal data from locations other than the location from which Venice controls and operates the Service associated therewith.

You are solely responsible for the content and context of any materials you post or submit through the Service. You warrant and agree that while using the Service, you shall not upload, post, transmit, distribute or otherwise publish through the Service any materials which: (a) are unlawful, threatening, harassing or profane; (b) restrict or inhibit any other user from using or enjoying the Website; (c) constitute or encourage conduct that would constitute a criminal offense or give rise to civil liability; or (d) contain a virus or other harmful component or false or misleading indications or origin or statements of fact.

You agree that you shall not use this Service to make any misleading, slanderous, illegal, speculative, false or fraudulent Requests. You may not use robots or other automated means to access or crawl the Service or any data on information on the Service, unless specifically permitted by Venice in writing. You represent that you are of sufficient legal age to create binding legal obligations for any liability you may incur as a result of your use of this Service.

In addition to the foregoing and in consideration of being allowed to use the Service, you agree that the following actions shall constitute a material breach of the Terms:

-Collecting information about the Service or users of the Service without our written consent;

-Modifying, framing, rendering (or re-rendering), mirroring, truncating, injecting, filtering or changing any content or information contained in the Service, without our written consent;

-Using any deep-link, page-scrape, robot, crawl, index, spider, click spam, macro programs, Internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor the Service or any portion thereof;

-Accessing or using the Service for competitive purposes;

-Disguising the origin of information transmitted to, from, or through the Service;

-Impersonating another person;

-Distributing viruses or other harmful computer code(s);

-Allowing any other person or entity to impersonate you to access or use the Service;

-Using the Service for any purpose in violation of local, state, national, international laws;

-Using the Service in a way that is intended to harm, or a reasonable person would understand would likely result in harm, to the user or others;

-Circumventing any measures implemented by us aimed at preventing violations of these Terms.

We expressly reserve the right, in our sole discretion, to terminate a user's access to any or all areas of the Service due to any act that would constitute a violation of these Terms. We reserve the right to change, suspend, or discontinue all or any aspect of this Service at any time without notice.

Forms and Agreements Documents

As part of the Service, You and/or our business partners may be granted access by Venice to sample forms agreements and documents (collectively, “Forms”). All Forms are provided on a nonexclusive license basis only for your personal use for noncommercial purposes, without any right to relicense, sublicense, distribute, assign or transfer such license. Forms are provided without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, timeliness, accuracy and/or appropriateness. The Forms may be inappropriate for your particular circumstances and may require different or additional provisions to ensure the desired result.

You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions as the Documents are only samples and may not be applicable to a particular situation.

THE FORMS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH “ALL FAULTS,” AND VENICE DISCLAIMS ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

No Legal Advice or Attorney-Client Relationship

The Service and any of its content may concern legal issues, and they are not intended to and do not constitute legal advice, recommendations, mediation or counseling under any circumstance and should not be considered a substitute for advice from qualified counsel. The Service and Content, and your use thereof, does not create an attorney-client relationship. Your use of information on the Service is entirely at your own risk. You should not act or rely on any information on the Service without seeking the advice of a competent attorney licensed to practice in your jurisdiction for your particular issue or needs.

Links to Third Party Sites

The Website and Services may contain links or have references to websites controlled by parties other than Venice. Venice is not responsible for and does not endorse or accept any responsibility for the contents or use of these third-party websites. Venice is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Venice of the linked website and/or the content and materials found at the linked website, except as specifically stated otherwise in writing by Venice. It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of an intrusive nature.

Limitation of Liability

IN NO EVENT SHALL VENICE OR ANY OF OUR THIRD PARTY PROVIDERS BE LIABLE TO YOU OR ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY AND/OR FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS, INCLUDING BUT NOT LIMITED TO THE ACCESSING OR USE OF, OR INABILITY TO USE, THE WEBSITE AND THE SERVICES ASSOCIATED THEREWITH INCLUDING BUT NOT LIMITED TO THE DOWNLOADING OF ANY MATERIALS, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF VENICE OR THE THIRD PARTY PROVIDER FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLEASE BE AWARE THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT LIMIT YOUR LIABILITY TO US FOR YOUR BREACH OR INDEMNIFICATION OBLIGATIONS.

Representations and Warranties

Venice warrants that it will provide the Service in a manner consistent with its business practices, as Venice, in its sole and absolute discretion, deems fit. You (and each user) hereby represents and warrants to Venice that: (a) You will comply with all of Your obligations under this Agreement and that You are the sole person accessing the Service and that You have are authorized in agreeing to these Terms; (b) the information provided to Venice and/or on Your User Account is true, accurate, current, and complete; (c) You maintain all rights granted to Venice hereunder; (d) You will comply with all applicable laws, governmental regulations and requirements applicable to User Information and the performance of User’s undertakings, warranties and obligations set out in these Terms; (e) User Information and any usage thereof by Venice, the digital service providers and/or any third parties does not infringe any intellectual property rights (including, copyrights, trademark rights, designs, database rights and all other intellectual rights and equivalent or similar forms of protection existing anywhere in the world) or any other rights of third parties; (f) You have obtained and will obtain all permissions, consents or other authorizations from artists, performers, songwriters, producers and other third parties required for the exploitation or usage of User Information on the Venice platform, the digital service providers’ services and otherwise; (g) You have paid and will continue to pay for any and all payments due to artists, performers, producers and other third parties resulting from exploitation and/or use of User Information and any other items provided by User to Venice including any so called ‘artist share’ of performing rights’ income and any publishing fees; (h) when exploiting its User Information through direct deals between User and digital service providers, You/User will comply with the relevant digital service providers’ terms and conditions; (i) You will remain primary liable to liaise with digital service providers and the relevant claimants in relation to any ‘Infringement Notices’ received by Venice in relation to User Information and that, to the extent of its control, Venice shall not be held liable in any event for any so called ‘strikes’ and/or other liability thereof incurred by User; (j) it will instruct its artists and/or it will register and/or submit musical composition data to Music Reports, Inc. or other administrative entity; and (k) it shall promptly provide notice to Venice in writing if User becomes aware that public performance rights for any composition embodied in the User Information are not available for licensing via one of ASCAP, BMI, SESAC, or GMR.

Disclaimer of Warranties

THE WEBSITE, SERVICES, AND ANY RELATED GOODS AND/OR MATERIALS ASSOCIATED THEREWITH ARE PROVIDED TO YOU ON AN "AS-IS" BASIS. VENICE AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE WEBSITE, THE MATERIALS, AND THE GOODS AND SERVICES ASSOCIATED THEREWITH, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF GOODS AND SERVICES EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

VENICE AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS, GUARANTIES OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE AND THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED WITH THE WEBSITE, OR THE RESULTS YOU MAY OBTAIN BY ACCESSING OR USING THE WEBSITE AND/OR THE GOODS, SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VENICE AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE WEBSITE, MATERIALS, OR SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU PURCHASE OR OBTAIN THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS; OR (C) THE GOODS, SERVICES, MATERIALS, OR THE SYSTEMS THAT MAKE THE SERVICES AND WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT NEITHER VENICE NOR ITS THIRD PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE WEBSITE AND SERVICES AND/OR MATERIALS ASSOCIATED THEREWITH MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. VENICE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

ADDITIONALLY, VENICE EXPRESSLY DISCLAIMS ANY WARRANTY RELATED TO THE QUALITY OF GOODS, SERVICES, PERSONS, PHYSICAL LOCATIONS OR PROPERTIES, OR BUSINESSES REFERENCED ON THE WEBSITE OR SERVICES. YOUR USE OF ANY OF THE FOREGOING ARE AT YOUR PERIL AND YOU ASSUME ALL RISKS RELATED TO YOUR USE.

Indemnification

To the extent permitted by law, you agree to indemnify, defend and hold Venice, its officers, directors, shareholders, successors in interest, employees, subcontractors, assigns and affiliates harmless from any liability, loss, claim and expense related to Your violation of these Terms; violation of applicable law or third-party rights (including, without limitation, patent, trademark, copyright, trade secret or other intellectual property rights); willful misconduct or use of any Service.

Submissions

Except to the extent Venice expressly provides otherwise in the Terms, all comments, feedback, information and data submitted to Venice through, in association with or in regard to the Service ("Submissions") shall be considered non-confidential and non-proprietary. Except as expressly enumerated in the preceding sentence, by providing such Submissions to Venice, You agree to assign to Venice, as consideration in exchange for the use of the Service, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Submissions. You represent that you have the right to grant Venice these rights. Venice shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose. You acknowledge that You are responsible for the Submissions that You provide, and that You, not Venice, have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality and copyright.

Notices

While Venice may endeavor to provide you with notice by electronic email address directly to your e-mail address on record under Your User Account, you acknowledge and agree that Venice has no obligation to provide you with notice in any particular method (except as otherwise mandated by law). As such, Venice may choose to give notice to You by means of a general notice on the Website or app, in lieu of direct mail or electronic mail to You.

All notices shall be deemed to have been given four days after mailing or 36 hours after sending by email or, in the case of notice from Venice, by Venice’s posting to the Website. Furthermore, Venice complies with the Digital Millennium Copyright Act (“DMCA”). Any notices given pursuant to the DMCA shall be given to the Venice designated agent via email at contentoperations@Venice.tech or via registered US mail sent return receipt to:

DMCA Compliance Agent, Venice Innovation Labs, Inc., PO Box 927, Culver City, CA 90232.

You may give notice to Venice at any time by letter sent by registered mail with return receipt to:

Venice Innovation Labs, Inc., PO Box 927, Culver City, CA 90232.

Resolution of Disputes - Mandatory Arbitration and Class Action Waiver

We offer the following process to help you resolve a complaint or Dispute (as defined below) that you may have with Venice or its third party providers in connection with the use of this Service. Please read this section carefully.

Our Customer Service Department, which you can reach at yourfriends@Venice.tech can help you resolve most of your concerns. If our Customer Service Department is unable to resolve your complaint or Dispute, you agree to take the following steps to resolve any Dispute you may have with us.

Step 1. Notice of Dispute

You must first try to resolve any complaint or Dispute with us through our Notice of Dispute process. You begin by submitting a “Notice of Dispute” with any supporting documents or other information by U.S. Mail to:

VENICE INNOVATION LABS, INC.
Attention: Notice of Dispute
PO BOX 927
Culver City, CA 90232

A “Notice of Dispute” is a written form in which You provide Your name, address, contact information, email address, the facts regarding Your Dispute, and the relief You are requesting from us. Once we receive Your Notice of Dispute, You and we will attempt to resolve any Dispute through informal negotiation within forty-five (45) days from the date the Notice of Dispute is received by us. If an agreement cannot be reached within such 45-day period, You or we may initiate an arbitration proceeding or small claims action as described below.

You agree that the term “Dispute” in these Terms of Use will have the broadest meaning possible. It applies to any dispute, action, or other controversy between you and us relating to the Website, the Services, the Terms (or any breach thereof) – whether in contract, warranty, tort, laws or regulation. The term also applies to any dispute over the validity, enforceability, or scope of this arbitration provision.

Step 2: Arbitration

If your Dispute is not resolved to Your satisfaction within 45 days from when we received your Notice of Dispute, You and we agree to arbitrate all Disputes between us. As explained below, You and we also may also have the right to bring an individual action before a Small Claims Court for certain claims. You agree that arbitration or a small claims action will be Your sole and exclusive remedy to resolve any dispute with us. The Federal Arbitration Act applies to this Agreement.

By agreeing to arbitrate, You are giving up the right to litigate (or participate in as a party or class member) any and all Disputes in a court before a judge or jury (except Small Claims Court). Instead, a neutral arbitrator will resolve all Disputes.

To read more about arbitration, visit www.adr.org. The American Arbitration Association (“AAA”) will conduct any arbitration under its Consumer Arbitration Rules in effect at that time. You can review the Consumer Arbitration Rules at:

https://www.adr.org/aaa/ShowProperty?nodeId=/UCM/ADRSTAGE2021425&.

You may begin an arbitration with us by completing a Demand for Arbitration form, available by clicking here. The completed form(s) should be returned directly to the AAA. The AAA will assign someone to manage Your case. You will be contacted with instructions for continuing the arbitration process. Be sure to keep a copy of everything You send to the administrator of Your arbitration or us. If, for any reason, the AAA is unavailable, the parties shall mutually select another arbitration forum which will be governed by the AAA Consumer Arbitration Rules. The AAA rules will determine whether the arbitration will take place through written submissions by You and us, by telephone, or in person.

Class Action Waiver

Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of Your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by You, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

Costs

If you initiate an arbitration proceeding with the AAA, we will promptly reimburse You for any standard filing fee you may have been required to pay by the AAA, once you have notified us in writing and provided a copy of the arbitration demand. However, if we are the prevailing party in the arbitration, we will be entitled to seek and recover our attorneys’ fees and costs, subject to the arbitrator’s determination and applicable law.

Small Claims Option

You may also litigate any Dispute in Small Claims Court in the County of Los Angeles, California, if the Dispute meets all requirements to be heard in the small claims court. You can learn more about the Small Claims Court in the County of Los Angeles by clicking here. However, if You initiate a Small Claims case, you are responsible for all Your court costs.

Choice of Law and Forum Selection

You agree that the laws of the State of California govern this agreement and any claim or Dispute or issues arising from it, without regard to California’s conflict of laws rules. Unless you and we agree otherwise, in the event that the agreement to arbitrate above is found not to apply to You or to a particular claim or Dispute as a result of a decision by the arbitrator or a court order, You agree that any Disputes or claims that You may have against us reside in and will be resolved by a state or federal court located in the County of Los Angeles in the State of California and You agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

Miscellaneous Terms

Venice reserves the right to change these Terms relating to the Service at any time and from time to time, and such changes will be effective upon being posted herein and notice to You, whichever is first. You should visit this page from time to time to review the then current Terms because they are binding on You. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages of the Website, which may be posted from time to time. Your continued use of the Service after any such changes and/or postings shall constitute Your consent to such changes. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

You may not assign these Terms without the prior written approval of Venice. Any purported assignment in violation of this section shall be void. Venice reserves the right to use third party providers in the provision of any Service associated therewith. In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute.

Any and all rights not expressly granted herein are reserved by Venice.

We make no representation that the Service is appropriate or available for use in other locations. If you access the Service from locations other than the United States, you do so at your own risk. Whether inside or outside the United States, you are solely responsible for compliance with any applicable local laws.

If you have any questions regarding these terms or wish to contact us for any matter:

Email: yourfriends@Venice.tech