TERMS OF USE VENVIDWAY DIGITAL

Updated June 7, 2024

These Terms of Use represent a binding agreement between VenvidWay LLC (“Company” or “we”) and you, the user or visitor to VenvidWayDigital.com (the “Site”).

ACCESS AND USE.

This Site cannot be used by individuals under the age of majority (18 years in most jurisdictions, 21 years in some places).If you are under the age of majority you are unable to enter into a binding contract and so cannot use this Site. Using or accessing the Site is your representation that you are at least 18 years of age, and have read, understood, and agree to be bound by all of these Terms of Use.

ENFORCEMENT OF TERMS.

We reserve the right to:

• Monitor the Site for violations of these Terms of Service;
• Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service, including without limitation, reporting such user to law enforcement authorities;
• Refuse, restrict access to, limit the availability of, or disable your access and use;
• Remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
• Otherwise manage the Site in a manner designed to protect our rights and property and the proper functioning of the Site.

LICENSE GRANT.

Company grants you limited rights, specifically, a limited, non-exclusive and nontransferable license to register with, access and use the Site per these Terms of Use. You agree that you have the sole responsibility and liability for using the Site and providing or maintaining the hardware, software, ISP services, and other items needed to access and use the Site.

USER REGISTRATION.

You may be required to register and select a unique username and password for login security. In such event, you shall keep your password confidential and be responsible for all use of your account and password, and you agree to maintain the accuracy of your registration information and promptly update any information as may become necessary. You agree to notify the Company immediately if You believe Your user identification, password or other identifying information has been lost, stolen or otherwise compromised. You also acknowledge and agree that You are solely responsible for all damages or claims that may arise from any access to or use of the Site by any person to whom You have provided Your user identification, password or other identifying information, or by any person who has obtained such information from You, including, but not limited to, any access to or use of the Site that may occur after You have notified us that Your user identification, password or other identifying information has been lost, stolen or otherwise compromised.

IP RIGHTS.

The Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Materials”) and the trademarks, service marks, and logos contained therein (the “Logos”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international treaties and conventions. Neither the Materials or the Logos may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

USER COVENANTS.

By using the Site, you covenant that:

Registration information you submit will be true, accurate, current, and complete and that you will promptly update such registration information as necessary;
You are at least 18 years of age and agree to comply with these Terms of Use;
You will not access the Site through automated means, i.e., a bot, script, or otherwise;

You will not use the Site for any illegal or unauthorized purpose nor violate any applicable law or regulation.

RESTRICTIONS ON SITE USE.

As a user of the Site, you agree not to:

Retrieve data or other material from the Site to create a collection, compilation, database, or directory without written permission from us;
Make unauthorized use of the Site, including collecting usernames or email addresses of users in order to send spam, or creating user accounts by automated means or under false pretenses; Disable or otherwise interfere with security features of the Site;
Perform unauthorized framing of or linking to the Site;
Defraud or mislead us and other users in any attempt to obtain account information such as usenames or passwords; Make improper use of our support services or submit false reports of abuse or misconduct;
Impersonate another user or person or use the username of another user;
Make any use of the Site as part of an effort to compete with us or use the Site for any revenue-generating endeavor or enterprise;
Decompile, disassemble, or reverse engineer any code or software making up a part of the Site or copy or adapt the Site’s software or code; or
Transmit or upload viruses, or other malicious code or content that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

SITE MODIFICATIONS.

We reserve the right to modify, adapt or remove any materials of the Site at any time or for any reason at our sole discretion without notice. Further we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time, without any liability to you for any such change or cessation.

THIRD-PARTY SITES OR RESOURCES.

The Site might contain links to websites operated by third-parties ("Third-Party Websites"), or might contain text, graphics, pictures, designs, video, information, applications, software, and other content or resources originating from third parties ("Third-Party Resources"). If so, we cannot and do not vouch for the accuracy or integrity of these Third-Party Websites and Third-Party Resources and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Resources.

DMCA.

The Digital Millennium Copyright Act (DMCA) offers procedures for notification and take-down of materials that allegedly infringe upon copyright.

Notification: If you believe that any material at or on the Site infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent by email at legal@venvidwaydigital.com (a “Notification”).

A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512©(3) and include the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification: If you believe your own copyrighted material has been removed from the Site as a result of a mistake or misidentification, you may submit a written counter notification to [us/our Designated Copyright Agent] using the contact information provided below. An effective Counter Notification under DMCA must include substantially the following:

Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;
A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; A statement that you will accept service of process from the party that filed the Notification or the party's agent; Your name, address, and telephone number; and
A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;
Your physical or electronic signature.

Should you send a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

TERM / TERMINATION.

These Terms of Use shall remain in effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO DENY ACCESS TO AND USE OF THE SITE TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AT ANY TIME, WITHOUT WARNING, IN OUR DISCRETION.

CONTROLLING LAW.

These Terms of Service and your use of the Site are governed by the laws of the State of Delaware for agreements made and performed within the State of Delaware, without regard to its choice or conflict of law principles.

DISCLAIMER OF WARRANTIES.

THE SITE IS PROVIDED ON AN AS-IS BASIS. YOU AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT OF THE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE; ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS OR ANY PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; OR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE VIA THE SITE.

LIMITATIONS OF LIABILITY.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE 12-MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION.

You acknowledge and agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective managers, members, officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) your use of the Site; (b) your breach of these Terms of Service; (c) your any breach of your representations and warranties set forth in these Terms of Service; or (d) your violation of the rights of a third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

MISCELLANEOUS.

These Terms of Use and Privacy Policy, and any other policies or rules posted by us on the Site, represent the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use will not operate as a waiver of such right or provision. Company may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is deemed void or unenforceable by a court of competent jurisdiction, then that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us by reason of or through these Terms of Use or your use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any claims or defenses based on lack of personal signature to these Terms of Use because you have agreed that your use of the Site constitutes affirmative agreement to abide by and be bound by each and every term and condition hereof.