Venopi Services Agreement

Last Updated: January 17th, 2018

Welcome to Venopi. We've developed an online marketplace to help you find great spaces and host exceptional events. We tried to make this Services Agreement easy to read and understand. Please take time to read it carefully as it governs your use of our platform to book and list spaces and services.

Importantly, this Agreement contains waivers of class actions and jury trials and an agreement to submit all claims and disputes to binding arbitration in Section 4 below. If you do not agree to all the terms and conditions of this Services Agreement, including those governing disputes in Section 4, you may not use our platform or services.

Services Agreement

This Venopi Services Agreement ("Agreement") is a contract between Venopi, Inc. ("Venopi" or "we") and the person or entity that registered with Venopi ("user" or "you"). This Agreement describes the terms and conditions that apply to your use of the Venopi marketplace to book or list spaces or other services through our website or web-app and governs your hosting spaces for other users; and establishes the obligations owed between you and Venopi, and between you and other users.

Throughout this Agreement, the term "Service" means the service allowing you to book spaces and services through our website or web-app (the "Platform"). The term Service does not include any services provided by third parties. The terms "Guest" and "Host" refer to the party Booking or Listing a Space, respectively.

A "Space" is the location or site that is made available to a Guest to use during specific times for a specific purpose (an "Event"), and subject to specific Fees and any site-specific terms or limitations. A Host may "List" a Space by providing certain details about the Space including availability, pricing, and terms or limitations of use; this posting about a Space is called a "Listing."

A Guest may "Book" a Space or Vendor Services by accepting the times, fees, and any additional terms (such as fees for Vendor Services) or limitations of the Listing. A "Booking" is (i) only the grant of a limited, temporary, revocable license to use a Space, and (ii) if applicable, a contract for Vendor Services, in the manner, for the time, and subject to all restrictions provided, subject to this Agreement, and as confirmed through the Platform. The scope of the use—including times, specific fees, and other additional terms or limitations—may also be included in or supplemented by a separate "Booking Agreement" that incorporates the terms and conditions of this Agreement and referenced policies. A Booking does not provide you a lease but only allows you limited access to use the Space or other service only as permitted in the Agreement and, as applicable, the Booking Agreement.

This Agreement is organized into 5 sections:

Section 1: General Terms includes general terms describing your Account including creating an account, accepting or making payments, and describing how we communicate with you.

Section 2: Platform and Service describes how you may and may not use the Platform and Service, and also describes how we use any data.

Section 3: Venopi Services establishes the obligations of Hosts, including how to List a Space and what is expected of any Space Listed through the Service; and the obligations of Guests, including Booking a Space, expected behavior, responsibility for payment of Fees, and Booking other services.

Section 4: Termination, Disputes, and Binding Arbitration describes termination or suspension of this Agreement or your Account, and the process of resolving any disputes. This section contains waivers of both class actions and jury trials, and an agreement to submit all claims and disputes to binding arbitration. Please read this section carefully before accepting this Agreement –you may not use the Platform or Services if you do not agree to this section.

Section 5: Additional Legal Terms provides additional legal terms including our ability to update this Agreement, disclaimers and limitations on our liability, and some specific terms for users outside of the United States. It also includes other documents governing your use of the Services including our Community Guidelines, Fees Overview, Privacy Policy, and Cancellation and Refund Policy.

If you have questions about this Agreement, please contact us. Your use of the Platform or Services constitutes your ongoing acceptance of this Agreement, as amended.

Section 1: General Terms

1.1 Services

Venopi provides you access to Services through the Platform. You may access the Platform through our website. You may use the Service to List Spaces as a Host, Book Spaces as a Guest, communicate with other users, and access your Account.

You may also be permitted to Book services or rentals ("Vendor Services") through third-party service providers (each a "Vendor") or through the Host, which may require you to agree to additional terms or conditions. Vendor Services may include photography, catering, furniture rentals, or other services that may be used as part of your Event.

Venopi may also provide Services to help coordinate Booking Spaces or Vendor Services manually ("Concierge Services"). Vendor Services and Concierge Services are discussed in more detail in Section 3 below.

We are continuously improving the Platform or Service for all users and reserve the right to make changes in our discretion. Changes we make to the Platform or Service, including discontinuing certain features, affect all users and we try to minimize disruption to users. However, these changes may affect users differently. We are not responsible if any specific changes we make to the Platform or Service adversely affect how you use them.

1.2 Your Account

Before using the Platform or Services, you must create an account with Venopi ("Account") and provide us with information about yourself or your company. We may ask that you update your Account or provide additional or different information at any time. This includes requiring additional details about Spaces or payment information. Any employees, contractors, or third-parties opening a new or using an existing account (collectively, "Agents") represent and warrant that they have authorization to act on behalf of a person or entity they claim to represent; and if such authorization is not provided by the person or entity, such Agents acknowledge personal liability for all obligations and liabilities arising from or related to use of the Account by such Agents.

You will be required to provide an email address and password to keep your Account secure ("Credentials"), and agree to keep your Credentials private and secure. You are responsible for any actions taken on your Account using your Credentials whether or not authorized or taken by Agents to List or Book a Space or Vendor Service. You are solely responsible for the actions or communications of your Agents. We are not responsible for and disclaim all liability for use of your Account by your Agents.

When creating or using your Account, you may be required to provide information about yourself or your Space, or provide optional information or comment on other users' Spaces or Vendor Services including text, images, or videos (collectively, "Content"). You will only provide Content to us that you own or have authorization to provide, and ensure that Content is accurate and complete. You must keep any Content current, including your contact or payment information. We reserve the right, but shall not be obligated, to use public and private data sources to validate the accuracy of any Content. This may include validating your identity or business information, or verifying information about Spaces. You will provide us any additional information to verify the accuracy or completeness of any Content that you provide and we may condition your use of the Platform or Service on our ability to verify the accuracy and completeness of this Content. If you do not provide required Content to us as and when we request it, we may suspend or terminate your Account.

If you are not at least 18 years old, you may not open an Account, access the Platform, or use the Services. Users (including Agents) who use the Services or the Platform to List or Book Spaces, Vendor Services or Concierge Services on behalf of individuals under 18 years old, or provide access or use of Spaces by individuals under 18 years old, accept personal liability for all acts or omissions of such individuals.

You may close your Account at any time by notifying us. You are responsible for all activity associated with your Account made before it is closed including payment of Fees, Taxes, or Fines; providing use of Spaces to Guests as previously Booked; or other liabilities caused by or resulting from use of the Platform or Service. You understand that we may retain Content and continue to display and use any public Content (including comments or reviews of Spaces) provided to us prior to closing your Account.

At our sole option, we may suspend or terminate your Account as provided in Section 4(b).

1.3 Compliance with Laws

As used in this Agreement, "Laws" means all applicable state, local, and other governmental laws, regulations, ordinances, codes, rules, court orders, and all recorded and unrecorded private contract, restrictions, covenants and other agreements . You will comply with all Laws applicable to your use of the Space, Services, Platform, Vendor Services, and Concierge Services, whether as a Host, Guest, or Vendor. While we may provide information to help you understand certain obligations of using or Hosting Spaces, we are not authorized to provide and do not provide any legal advice. You are solely responsible for your compliance with Laws and may only use the Platform or Service in compliance with applicable Laws. If you are unsure how to comply with Laws, you should seek legal advice related to Listing or Booking a Space.

1.4 Fees and Taxes

(a) Fees, Overtime, and Deposits. You are responsible for payment of fees, expenses, and other amounts related a to Booking ("Fees"). Fees include amounts paid to Venopi, Hosts, and Vendors and as described in more detail on our Fees Overview. Venopi receives Fees for providing use of the Service and Concierge Services, and Hosts and Vendors receive Fees for Bookings. The specific Fees charged are presented when you complete, update, or cancel a Booking. Please review all Fees before completing a Booking to make sure you understand the Fees for the Booking, including our Cancellation and Refund Policy. You should contact Hosts or Vendors through the Platform before Booking if you don't understand the Fees listed. Please contact us if you have any questions about Fees or our Cancellation and Refund Policy.

A Booking provides a limited use of a Space or Vendor Service as described in the Listing and Booking Agreement, if applicable. If you use a Space or Vendor Service beyond the Booking you will be responsible for payment of additional Fees ("Additional Fees") as described on the Fees Overview. We may calculate the Additional Fees based on your exceeding the time (for example, a calculated hourly rate billed in 1 hour increments) or other costs associated with your exceeding the permitted usage of the Booking (for example, exceeding the number of Event attendees). You are solely responsible for any damage done to the Space or the Amenities by anyone attending or working at your Event. Hosts must notify us within 3 days of a Guest exceeding the permitted use of the Space and specifically request payment of Additional Fees. Any dispute regarding Additional Fees will be resolved as described in Section 4.3.

Certain Bookings may require you to provide a portion of prepaid Fees or a refundable amount ("Deposit") in advance. All Fees and Deposits, as applicable, will be identified prior to completing your Booking. If held by Venopi, at our option, Deposits may be credited to your Booking or returned when the Space is returned in acceptable condition and free of any material damage.

While we may facilitate the collection of Fees and Deposits for Hosts, once remitted to Hosts, we are not responsible for the return of Fees or Deposits to Guests, where applicable.

(b) Taxes and Fines. You are solely responsible for payment of all taxes, levies, penalties, and other costs imposed by any taxing authority or government agency related to Listing or Booking Spaces or Vendor Services including any sales or occupancy tax, indirect taxes such as valued added tax (VAT) or goods and services tax (GST), usage or permitting fees, duties, and other taxes imposed by municipalities, states, or governments through regulation, ordinance, law, or judicial or regulatory interpretation (collectively "Taxes"). Except as required by Law, Venopi will not calculate, track or pay Taxes or submit Tax reporting on your behalf. You are responsible for all Taxes owed for Booking or Listing a Space, or providing or using Vendor Services including, without limitation, accurate calculation of Taxes due, timely remittance of Taxes to the appropriate taxing authority and maintenance of any required records and accounts. If any taxing authority demands that we pay such Taxes on your behalf, you are immediately liable to us for such Taxes and will reimburse or pay Venopi for such Taxes upon demand. You are also responsible for any penalties arising from your failing to comply with this Agreement including those issued by regulatory or taxing authorities, law enforcement, fire code or safety agencies, or other third parties; or that may be issued by us for losses we or users incur that are based on your failing to comply with this Agreement or misuse of the Platform, Services, Space, or Vendor Services (collectively, "Fines"). You understand and agree that Venopi does not provide you with any advice or guidance of any kind or nature regarding Taxes and that you have been advised to consult with your tax advisor for any required advice or guidance regarding Taxes.

(c) Payment. You will timely and fully pay any Fees, Deposits, Taxes, Fines, or other amounts you owe under this Agreement. If you owe amounts and we are unable to receive payment through the Platform for any reason, then we may require that you pay through other means (such as direct debit or wire transfer). We may set-off any amounts owed to us through collection of funds that would otherwise be payable to you through the Platform. You are responsible for any costs or expenses associated with our recovering Fees, Taxes, or Fines owed, including our attorneys' fees or expenses. In our discretion, any late payments of more than 7 days may incur a late charge of up to ten percent (10%) and accumulate interest of ten percent (10%) per month until delinquency is resolved.

1.5 Receiving Payment

Acceptance and payment of funds between users or Venopi on the Platform ("Payment Processing") is provided by Stripe. Your use of Payment Processing is subject to the Stripe Connected Account Agreement that includes the Stripe Services Agreement as may be modified by Stripe from time to time (collectively, the "Stripe Agreement"). As a condition using Payment Processing, you must provide accurate and complete information about you and your business and you authorize us to share this information to Stripe. All bank and credit card information is sent directly to and stored with Stripe using their security protocols. Venopi does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of Payment Processing is conditioned upon your compliance with the Stripe Agreement, and if the Stripe Agreement is terminated by Stripe you may not be able to use the Platform, or have your Account suspended or terminated.

We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.

1.6 Communication and Notices

We may communicate with you and provide you information or notices regarding your Account or transactions through email, telephone, text message or SMS, or through messaging on the Platform. You will promptly respond to any communications you receive and understand that failure to do so may impact your ability to Book or List Spaces, or use the Platform or Services.

We may send you notices to the email address or physical address included in your Account, through messaging on the Platform, or (for businesses) to the address of your headquarters or registered business, or (for individuals) to your residence. You may send any legal notices to us at hello@venopi.com. You agree that any email notice from us is considered accepted by you one day after such notice was sent and will have the same legal effect as if it were physically delivered to you.

You agree to receive any communications from us and transact with us electronically. This acceptance of emails or other electronic messages constitutes your consent and your electronic signature has the same legal effect as physically signing a document. You may withdraw this consent to transact electronically at any point by providing notice to us. However, given that electronic communication is integral to the Platform and the Services, following any such notice we may elect to close your Account.

You specifically consent to receive communications related to your Account through text messages, SMS, or other communications sent to your mobile device ("Mobile Notifications"). Standard mobile rates will apply for any Mobile Notifications you receive. You may stop receiving these Mobile Notifications at any point by responding to such message with "STOP" or following the instructions included in a message. However, if you do so, you may miss critical messages related to your Account. We are not responsible for and disclaim all liability for all harm or losses caused by disabling Mobile Notifications. Please contact us if you experience issues when attempting to stop Mobile Notifications.

To receive electronic communications you must keep your hardware and software up to date. If you are having problems receiving communications, please first verify that your hardware and software have all current updates installed. If you still have problems communicating receiving messages, please first check our support pages and, if you cannot resolve the issue yourself, please contact us.

1.7 Communication with Other Users

The Platform allows you to communicate with other users without disclosing sensitive personal contact information. It is your responsibility to use good judgment in the information you provide to other users. You may use the Platform only to List or Book Spaces or Vendor Services, communicate with us or other users, resolve disputes, or use other functionality we provide to you through the Platform. You may not use the Platform to send messages that are unwanted or unrelated to a Listing or Booking through the Platform, use the Platform to harass or attempt to market other services to users, or send spam.

We strongly recommend that you should use the Platform to communicate with other users. If you use other means of communication you understand that you may be putting your personal contact information at risk of misuse. You also understand that any communications made outside of the Platform may impair your ability to recover all or some amounts owed to you in the event of a dispute between you and another user. This is explained further in Section 4.3.

We are not responsible for, and disclaim all liability resulting from, any losses or harm to you resulting from sharing personal or sensitive information with other users, or communicating or engaging with users outside of the Platform. More information regarding appropriate communications conduct when using Venopi is included in our Community Guidelines.

Venopi, at its sole option and without notice or any obligation to do so, may from time to time (i) remove communications among users which contain or share personal contact information, or (ii) suspend or terminate the accounts of users that share personal contact information.

1.8 No Endorsement

We provide a Platform to help users connect with each other on the Platform but do not endorse any specific Guests, Hosts, Spaces, or Vendors or Vendor Services registered with or offered through the Platform. Any designations or badges provided through the Platform are based on the information we have available to us which may be provided by other users or third parties and which may be inaccurate or out of date and do not constitute endorsement. Each user is independent, and Hosts and Vendors are independent contractors, unaffiliated with Venopi, that are solely responsible for the character, quality, utility and provision of any Space or Vendor Service they provide or do not provide to you.

Section 2: Platform and Service

2.1 Ownership, License, Restrictions

Venopi owns all right, title, and interest in the Platform, Services, and all intellectual property embodied or contained in them (individually and collectively, "IP"). IP includes all registered or potential patents, copyrights, trademarks, trade secrets, and other proprietary rights. Through your Account, we grant you a limited, temporary, revocable, non-transferable, non-exclusive license to use the Platform and Service for the purposes described in this Agreement and only as provided to you through the Platform. This license does not constitute a transfer of ownership or grant you any additional rights to use the IP. You may not register, claim ownership in, or sublicense the Platform, Services, or IP; use the Platform, Service, or IP in violation of this Agreement or Laws; or reverse engineer or copy all or any portion of the Platform, Service, or IP (except as expressly permitted). We may suspend or close your Account and pursue legal action against you if we believe or determine that your use of the Platform, Service, or IP exceeds the scope of this grant; or that you are attempting to hack or disrupt the use of the Platform, Service, or IP by others; or that you are otherwise interfering with the normal operation of the Platform or Service.

You may not use the Platform or the Service for any unlawful competitive use or in a manner that harms or tarnishes the Venopi brand or reputation; and you are prohibited from modifying or using Logos in any manner that is inconsistent with our authorization or guidelines. We may terminate your right to use any Logos in our discretion upon notice to you in which event you shall cease using any such Logos.

2.2 Community Guidelines

We have established Community Guidelines that set our expectations for all users on the Platform. You will review and abide by the Community Guidelines whenever using the Platform or Services, communicating with other users, or using or providing use of Spaces. If you believe that another user is violating the Community Guidelines, please contact us. Venopi shall have no duty to monitor users' compliance with or to enforce the Community Guidelines and shall have no liability for any user's violation of the Community Guidelines.

2.3 Content

(a) Posting Content. You represent and warrant that you are authorized to provide Content to the Platform and that any Content you provide does not violate the proprietary or privacy rights of a third party. You may not provide any Content that is copyrighted by third parties without their express permission. You grant Venopi a fully-paid, worldwide, non-exclusive, perpetual license to use, copy, transmit, distribute, modify, publicly display, and sublicense any Content you provide to us. This grant includes our ability to use any Content for both internal use (such as analysis to improve the Platform or Services) or external use (such as in marketing or online advertising). If you cannot provide us the above grant then you may not provide Content to us. You agree to indemnify, defend and hold us harmless for any damages or losses based on third-party claims that Content violates proprietary or privacy rights.

(b) Restrictions on Certain Content. You may never post any Content that (i) is defamatory, obscene, profane, or pornographic; (ii) is abusive, harassing, or disrespectful of other users; (iii) violates applicable Laws, including those prohibiting discrimination, false advertising, privacy, or unlawful marketing; (iv) is intended to deceive or mislead, is false or inaccurate, or misrepresents the nature or condition of a Space; (v) contains marketing or promotional content unrelated to the details of a Space; or (vi) includes sensitive personal information, including payment, contact information, or personal account details. You will not knowingly or negligently provide any Content that contain viruses, Trojan horses, and other harmful content (collectively, "Viruses"). While we attempt to identify any Viruses, we are not liable for and disclaim all responsibility for ensuring that Content is free from Viruses.

(c) DMCA Notices. If you believe that any Content posted violates your copyright, please notify us at hello@venopi.com. This notice should identify the specific Content and provide us with evidence of your ownership of the copyright or authorization to enforce the rights of the copyright owner. We will internally review alleged violations but may not send you a response each time notifying you of the results of our review. Any information you provide to us may be shared with other users, third parties, or law enforcement to help assess the claim of infringement or remove infringing content. We will remove any content we determine to be infringing consistent with our obligations under the Digital Millennium Copyright Act (DMCA).

2.4 Privacy and Data Usage

Our Privacy Policy describes our collection, use, storage, and sharing personal information. This includes personal information included in Content and information collected through use of the Platform. We may anonymize, pseudonymize, or aggregate any information, including personal information or Content, and use this information for any purpose including improvement of the Platform or Services, or creating or distributing public marketing collateral.

2.5 Support, Feedback

We provide you basic information to help you use the Platform and Services at our Support Site. While we try to maintain accurate support information we are continuously improving the Platform and Services and cannot guarantee that the information provided through our Support Site is always accurate or current. While we may also provide email or phone support from time to time, we cannot guarantee that you will, where provided, receive a response within any specific timeframe.

We appreciate any ideas, suggestions, or feedback you voluntarily provide to help us improve the Platform or Services ("Feedback"). Any Feedback you provide us is ours to use, register, modify, monetize, and otherwise use. You grant us all title and interest in any Feedback you provide to us and, if necessary, agree to assist us in establishing our ownership. You acknowledge that you will not receive any compensation for providing us Feedback.

Section 3: Venopi Services

3.1 Listing Spaces - This section applies to Hosts

(a) Listings. When you List a Space as a Host, you must provide details about the Space including a description, how it may be used, the cost of a Booking, a list of any facilities, current pictures, and other details about its potential uses and condition (collectively, "Description"). This includes details regarding use of any amenities, furniture, equipment, Host provided Vendor Services available at an additional charge, or fixtures that are part of or in the Space (collectively, "Amenities"). While it is important to communicate excitement and the benefits of your Space, the Description must be accurate and give potential Guests a reasonably good understanding of how they may use the Space for their Event. Descriptions may not include any contractual obligations or alter Guests' legal liabilities from those described in this Agreement including (i) modifying or expanding Guests' financial responsibilities or limit Guests' ability to seek recourse or restitution under this Agreement (unless expressly permitted by Venopi when applicable in a Booking Agreement), (ii) violate the Community Guidelines or Laws, or (iii) require Guests to pay you directly outside the Platform.

(b) Transacting with Guests. All Hosts must comply with our Community Guidelines when Listing a Space, providing a Description, and in transacting with Guests. You are responsible for maintaining the Space and Amenities so that Guests may reasonably use them as provided in the Description and Booking. Spaces and Amenities must be in good working order and provided to Guests in a safe, clean and usable condition. Any plumbing, electrical, structural or other physical deficiencies or defects must be corrected before you List a Space. Except as specified in a Booking Agreement, all water, electricity, HVAC and other utility services (exclusive of telephone and data services) are provided with the Space at no additional cost.

(c) Booking Agreements. We may elect to require a Booking Agreement with your Listing that includes all or part of the Description including a listing of any Amenities and any additional terms and conditions. Where required, the Booking Agreement will incorporate this Agreement and supplement and be a part of the binding agreement between you and a Guest. Except where approved by Venopi, Booking Agreements may not impose rules or limitations on use that are materially different than those listed in the Description, include any additional contractual obligations, or alter Guests' or Hosts' liabilities.

(d) Recordings. During their Event, Guests may photograph, film, or otherwise record events when using Spaces and Amenities ("Event Recordings"). Except as expressly prohibited by federal, state, local or other governmental Laws or as otherwise set forth in the Description or any Booking Agreement, you grant to any Guest that Books a Space a fully-paid, worldwide, non-exclusive, perpetual license to use, copy, transmit, distribute, modify, publicly display, and sublicense Event Recordings that may include or identify the Space or Amenities.

(e) Conduct and Fees. As a Host, you are solely responsible for ensuring that Spaces and Amenities comply with all applicable Laws including any local ordinances related to the condition, licensure, or registration Spaces for use by Guests, and payment of Taxes. We may condition your continued use of the Platform and Services on your providing proof, to our reasonable satisfaction, of your compliance with Laws at any time. All Fees owed by Hosts are subject to the Fees Overview and Cancellation and Refund Policy.

(f) Preparation for and Supervision of Event. As a Host, you are solely responsible for (i) preserving and protecting your Space and Amenities by removing and/or securing valuable, vulnerable or sensitive items, (ii) determining the appropriate types and intensities of permitted uses in your Space, (iii) evaluating the appropriateness of potential Guests, and (iv) supervising and monitoring the Space and Amenities and your Guest's use of the Space and Amenities for the Event, to the extent (if any) you as Host determine in your sole judgment.

3.2 Booking Spaces and Services - This section applies to Guests

(a) Bookings. As a Guest, you should review the Description and availability to confirm they are appropriate for your Event before Booking a Space or Vendor Service. The Platform allows you to confirm any details or ask the Host any specific questions about the Space or Vendor Service, or confirm details of a Booking, without sharing your personal contact information. Prior to Booking, you will need to provide payment information through the Platform. Booking Fees and any Deposit, if applicable, will be shown before you complete your Booking. You are responsible for all Fees and Taxes associated with the Booking. All Bookings are subject to our Cancellation and Refund Policy.

When you Book a Space, you are only provided a license to use the Space as described in the Booking and confirmed by the Host, subject to this Agreement and any Booking Agreement. A Booking does not provide you a lease or access or use of the Space beyond the specified time and Description.

(b) Conduct and Fees. You will comply with the Community Guidelines and any Booking Agreements throughout the Booking and use the Space or Vendor Service only as permitted or agreed upon and consistent with the Description, and assure that any attendees do the same. During your Booking, you are responsible for (i) the behavior and acts of any attendees, service providers, or others that access the Space, (ii) ensuring that the use does not exceed any limitations identified in the Booking, (iii) coordinating the timely setup or breakdown of your Event, or (iv) complying with applicable Laws including acquiring any required licenses or permits for your Event, hiring security personnel for larger Events, or limiting noise to certain times of the day. You are responsible for and accept all liability for any damage done to the Space or Amenities during your Event by attendees or service providers whether intentional or not, for your failure to comply with applicable Laws, and for any Fines you incur. You agree to return the Space to the Host in substantially the condition as provided to your or as otherwise agreed in any Booking Agreement and consistent with the Community Guidelines, and to promptly notify Hosts of any damage done to the Space or Amenities. All Fees owed by Guests are subject to the Fees Overview and Cancellation and Refund Policy.

3.3 Required and Supplemental Insurance

(a) Required Insurance. Every user will acquire and maintain all insurance as required by Law and suitable for you or your business. You are solely responsible for understanding and evaluating what insurance is appropriate to cover damage, loss, injury, legal liability, and other harm specific to you, your business, those attending the Event, third parties, the Space or Amenities, and deciding what coverage, limits and providers are appropriate for you.

We may, but are not required to, offer you the option to buy certain insurance provided through third parties for your Event through the Platform or Concierge Services. We cannot assure and expressly disclaim (i) any liability to you or third parties that any insurance offered or acquired to you through the Platform will appropriately cover or mitigate risks to you, your business, those attending the Event, third parties, the Space or Amenities, or (ii) endorsement of the quality, character or financial capacity of any insurance company offering insurance products through the Platform or Concierge Services.

(b) Supplemental Insurance. Venopi may, in its sole discretion, obtain and maintain supplemental insurance policies providing limited supplemental protection of Hosts against liability to Guests, Event attendees or third parties for personal injury or property damage sustained by Guests, Event attendees or third parties (a "Host Policy"). Where we elect to provide a Host Policy, this does not cover damage to the Space or Amenities and does not eliminate or reduce your obligation to maintain insurance as provided in Section 3.3(a). Further, where provided, recovery under a Host Policy will be (i) available only where a Host fully complies with this Agreement, (ii) supplemental to any insurance maintained by Hosts, (iii) limited to the terms, conditions, and exclusions of the Host Policy, (iv) subject to the then applicable claims procedure established by Venopi and the issuer of the Host Policy, and (v) subject to a Host promptly notifying the Venopi support team of any potential claims. Further, Venopi or its insurers may amend, modify, or terminate any Host Policy at any time, with or without notice to you.

3.4 Listing or Booking Agents - This section applies to Agents that List or Book Spaces on behalf of users

Except where agreed upon in writing by Venopi, if you List or Book as an Agent, you are directly responsible for complying with, and causing the user to comply with, the terms of this Agreement and any Booking Agreement. This includes the obligations stated in Sections 3.1 (for Hosts) and 3.2 (for Guests). In addition, upon our request, you will provide authorization from the party that you represent as Agent.

3.5 Vendor Services

You may have the ability to Book Vendor Services as part of your Booking or Event. Vendors are independent third-party contractors and are not affiliated with or under the control of Venopi. Hosts may also provide Vendor Services that can be Booked in addition to their Space. Vendor Services may be available to Book through the Platform or we may help you do so through Concierge Services. You understand that Vendor Services are provided by Vendors and not Venopi. We are not responsible for and disclaim all responsibility for and liability resulting from Vendors' actions or failure to act, for the nature or quality of any Vendor Services, and for any loss or injury you or others sustain arising out of or related to Vendor Services. You acknowledge that Venopi may be paid compensation by one or more Vendors in connection with a Booking of Vendor Services.

3.6 Concierge Services

We provide Concierge Services to help you coordinate Bookings of non-Host provided Vendor Services for your Booking or Event. Concierge Services may not be available in every city or region and we cannot guarantee that there will be Concierge Services available for specific Spaces or Concierge Services to fit your specific needs. Where provided, we will work with you to establish a budget and other requirements for your Booking that includes Concierge Services. We will try to identify Spaces or Concierge Services that meet those requirements and will submit any proposals to you for review and acceptance. If accepted, we will coordinate any communication and payments between you and the Host or Vendors resulting from the Concierge Services. When Concierge Services are added to your Booking, we will charge additional Fees for use of Concierge Services. You remain obligated to pay us any Fees for Concierge Services even if Vendor Services (other than Host provided Vendor Services) are confirmed or paid for outside the Platform.

As with all Bookings, Venopi is not responsible for and expressly disclaims all liability for Hosts' or Vendors' actions or failure to act, and for any loss or injury you or others sustain arising out of or related to Vendor Services.

3.7 Cancellations and Refunds

All cancellations and any refunds that may be available to you are subject to our Fees Overview and Cancellation and Refund Policy.

Section 4: Termination, Disputes, and Binding Arbitration

4.1 Term, Termination, and Survival

(a) Term and Termination By User. You consent to this Agreement when you first access or use the Platform or Services, and your continued use of the Platform and Services constitutes your ongoing consent to this Agreement as amended from time to time. You may terminate this Agreement by closing your Account with us, however this will not immediately terminate any ongoing rights or obligations you or we may have. This includes any obligations to pay for Bookings, to honor any Bookings made before termination, or to pay Fees, Taxes or Fines due; or any liabilities that you incurred prior to termination.

(b) Suspension or Termination by Venopi. We may suspend your Account--including your ability to communicate with other users or receive payments, or complete a Booking--or terminate this Agreement and your Account at any time including, without limitation, (i) if we believe that use of your Account poses a risk to Venopi, you, other users, or third parties, (ii) actual or potential fraud by you or on your behalf, (iii) your failure to respond to communications from us or other users, or (iv) your failure to comply with this Agreement or applicable Law.

(c) Survival. The following provisions will also survive termination of this Agreement: Sections 1.3 (Compliance with Laws), 1.4 (Fees and Taxes), 1.6 (Communication and Notices), 1.7 (Communication with Other Users), 1.8 (No Endorsement), 2.1 (Ownership, License, Restrictions), 2.2 (Content), 2.4 (Privacy and Data Usage), 2.5 (Support, Feedback), Section 3.1(d)(Recordings) and (e)(Conduct and Fees) for Hosts, Section 3.2(b) (Conduct and Fees) for Guests, 3.3 (Required and Supplemental Insurance), 3.4 (Listing or Booking Agents), 3.5 (Vendor Services), 3.6 (Concierge Services), 3.7 (Cancellations and Refunds), 4 (Termination, Disputes, and Binding Arbitration), and Section 5 (Additional Legal Terms).

4.2 Binding Arbitration

This section describes how disputes or claims arising under this Agreement between you and Venopi or between you and another user (not resolved through the process set forth in Section 4.3) will be resolved. It includes waivers to both a jury trial and your ability to join other plaintiffs as part of a class action. Please read this section carefully before accepting this Agreement—you may not use the Platform or Services if you do not agree to this section.

(a) Process for Arbitration. Subject to the exclusions provided in Section 4.2(b) and the process provided in Section 4.3, all disputes, claims, and controversies arising under or related to this Agreement between you and Venopi or between you and another user (if not resolved pursuant to Section 4.3 below) will be resolved through binding arbitration as follows:

(i) if the amount of the dispute, claim, or controversy is reasonably less than € 5.000 resolution shall be administered by an online arbitration provider of our choosing in accordance with their applicable arbitration rules and procedures effective at the time a claim is made. You consent to receive electronic service of process at the email associated with your Account. Where you are delinquent in responding to such process, you will be responsible for any attorney, court, or other fees associated with the delinquency. The party filing the User Dispute will be responsible for payment of any costs associated with that filing, including costs borne by Venopi. As a part of the User Dispute, you may also seek to recover these costs if you prevail.

(ii) if the amount of the dispute, claim or controversy is reasonably € 5.000 or more, resolution shall be before a single arbitrator and administered by a Mediation, Arbitration, ADR Services of our choosing. This includes but is not limited to any statutory or common law claims relating to breach, enforcement, or interpretation of this Agreement and any Booking Agreement. Any such arbitration will take place in the county where the Booked or Listed Space is located, unless you and Venopi mutually agree otherwise. The arbitrator will apply the substantive Laws of The Netherlands. All claims shall be subject to the our selected Mediation, Arbitration, ADR Services Streamlined Arbitration Rules. To initiate such an arbitration, a party will provide a written demand that states both the basis of the claim and the desired relief. Each party irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement affects the right of any party to serve process in any other manner permitted by Law.

Once arbitration is initiated as provided in Subsections (i) or (ii) above, the parties will share the costs of the arbitration, facilities, and arbitration reporters (as necessary) equally except as otherwise determined by the arbitrator. Each party will be responsible for its own attorneys' fees and legal costs. The arbitrator may award the prevailing party recovery of any of the costs of arbitration or legal fees as they see appropriate.

The arbitrator may provide for any monetary or other remedies that are available under applicable Law but may not modify the terms of this Agreement or any Booking Agreement. The arbitrator will provide a reasoned decision addressing the specifics of the dispute. The decision is binding and not subject to appeal. The parties will act promptly to respect the decision of the arbitrator, including payment of any amounts owed or taking of any action required.

Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

(b) Certain Claims Excluded. Notwithstanding Section 4.2(a), the parties agree that any claims based on ownership or misuse of the other party's intellectual property—including patents, copyrights, or trademarks—may be brought before the state or Federal courts located in San Francisco, California. Either party may also seek provisional remedies for injunctive relief under such claims from a court of competent jurisdiction.

(c) Class Action and Jury Waiver. Each party agrees that any action or claim arising from or related to this Agreement or any Booking Agreement may only be brought on an individual basis and not part of a class action or consolidated arbitration, or join claims with other users or third parties. Further, each party expressly waives its right to a jury in arbitration and court, where permitted. You may opt-out of this class action and jury waiver described in Section 4.2(c) by emailing us at optout@Venopi.com within 30 days of your first use of the Platform or Services. You must include your name, phone number, physical address, and email address in your opt-out notice. This is your only mechanism for opting out of this Section 4.2(c) and failure to do so as described constitutes your consent to this waiver. If you choose to opt out of this Section 4.2(c), please note that all other provisions in this Agreement will remain intact and in full force and effect.

(d) Conflict of Rules. If any provision of this Section 4.2 is found to be invalid or unenforceable, the reviewing court or arbitrator, as applicable, will interpret or revise the provisions only as minimally necessary to comply with Law. All the other provisions will remain enforceable and intact as written.

4.3 Disputes Between Users

This section describes how disputes or claims arising under this Agreement between you and another user will be resolved. Please read this section carefully before accepting this Agreement—you may not use the Platform or Services if you do not agree to this section.

(a) Initial User Dispute Resolution. You agree to first attempt to resolve any disputes, disagreements, or claims that you have with other users ("User Dispute") in good faith through the Platform. If you are unable to resolve the User Dispute, you then will submit the User Dispute to us for review by submitting a written summary of the User Dispute, including any documentation, to us at hello@venopi.com. In our sole discretion, we may (i) require that you submit additional details regarding any User Dispute, and/or (ii) hold any pending payments or reverse any payments already made to you and hold such payments pending final resolution of the User Dispute. We will review the summary and communications made on the Platform. We may, but are not required to, also review communications made outside of the Platform. Upon review and investigation, we will either (a) provide you and the other user our conclusion based on the summary provided, which you agree to accept as final and binding determination with the same force and effect as if determined through arbitration as provided in Section 4.2; or (b) require that the dispute is resolved through binding arbitration adjudicated by a third party as provided in Section 4.2(a). The party filing the User Dispute will be responsible for payment of any costs associated with that filing, including costs borne by Venopi. As a part of the User Dispute, you may also seek to recover these costs if you prevail. Any payments held by Venopi pending final resolution of a User Dispute shall be disbursed by Venopi as determined by Venopi, the arbitrator, or a court of competent jurisdiction.

(b) User Disputes Under $25,000. After following the process outlined above, if the User Dispute relates to an amount reasonably less than $25,000, you agree to submit the User Dispute to binding arbitration as provided in Section 4.2(a)(i) above.

(c) User Disputes of $25,000 or higher. After following the process outlined above, if the User Dispute relates to an amount reasonably $25,000 or more, you agree to submit the User Dispute to binding arbitration as provided in Section 4.2(a)(ii) above.

4.4 Confidentiality of Proceedings

Any proceedings pursuant to this Section 4 and their results will be maintained as confidential by all parties. Except as may be required by Law, the parties and those persons participating in the proceedings on their behalf will not disclose and will maintain the confidentiality of all materials, testimony, and evidence provided during the proceeding as well as the results of such proceeding. The parties agree to enter into a separate confidentiality agreement or order, as appropriate, to maintain the confidentiality of the proceedings.

Section 5: Additional Legal Terms

5.1 Right to Amend

We may amend or modify this Agreement at any time by posting the modified Agreement on our website, sending you a copy via email, or otherwise communicating the amendment to you through the Platform. Your continued use of the Platform or Services after we amend or modify this Agreement constitutes your consent to the revised Agreement. If you do not agree to the revised Agreement, you must close your Account by contacting us.

5.2 Force Majeure; Cancellations

Venopi is not responsible or liable for nonperformance caused by telecommunications failures, nonperformance of vendors, fires or other acts of nature, strife or acts of political discord, or other events outside its reasonable control (each a "Force Majeure").

Cancellations of Bookings, whether with or without cause, or caused by events outside of your reasonable control, are subject to our Cancellation and Refund Policy. Please review it carefully before Booking a Space or Vendor Service.

5.3 No Assignment

You may not assign this Agreement or any rights granted to you, including operation or management of your Account, without our prior written consent. Any attempt to do so without our prior consent will be void. We may assign this Agreement upon notice to you as part of a sale or transfer of part or all of our business. Any permitted transfer will inure to the benefit of and bind any successors in interest.

5.4 Disclaimers

Venopi PROVIDES THE PLATFORM AND SERVICE TO LIST AND BOOK SPACES AND VENDOR SERVICES, AND COMMUNICATE WITH OTHER USERS. WE ARE NOT RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR PROVIDING, OR FOR THE CONDITION OR NATURE OF, ANY SPACE OR VENDOR SERVICES. HOSTS, GUESTS, AND VENDORS ARE INDEPENDENT THIRD-PARTIES AND ARE NOT AFFILIATED, CONTROLLED BY, OR EMPLOYED BY Venopi. HOSTS AND VENDORS SET THEIR OWN PRICES, USE THEIR OWN FACILITIES AND RESOURCES, AND MAY CONDITION USE OF SPACES OR VENDOR SERVICES AS THEY FEEL IS APPROPRIATE FOR THEIR BUSINESS.

YOU UNDERSTAND AND AGREE THAT USE OF THE PLATFORM AND SERVICES ARE AT YOUR OWN RISK. Venopi IS NOT RESPONSIBLE FOR PERFORMING AND DOES NOT PERFORM BACKGROUND CHECKS ON GUESTS, HOSTS, OR VENDORS (INCLUDING CRIMINAL OR CIVIL CHECKS); DOES NOT REVIEW THE CONDITION OF SPACES OR ENSURE THAT THEY COMPLY WITH EXISTING LAW, MEET ANY SPECIFIC REQUIREMENTS, OR ARE CONSISTENT WITH THEIR DESCRIPTION; AND DOES NOT GUARANTEE PERFORMANCE OF ANY USER OR THIRD PARTY. ANY INFORMATION PROVIDED TO YOU REGARDING USERS, SPACES, VENDORS OR VENDOR SERVICES IS ONLY PROVIDED TO FACILITATE YOUR USE OF THE PLATFORM AND IS PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY. Venopi DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, THAT ANY INFORMATION PROVIDED THROUGH THE PLATFORM IS ACCURATE OR COMPLETE, OR THAT ANY USER, SPACE, VENDOR OR VENDOR SERVICE WILL BE PROVIDED TO YOU AS DESCRIBED. Venopi DISCLAIMS ALL RESPONSIBILITY FOR AND LIABILITY RESULTING FROM THE NEGLIGENCE, INTENTIONAL MISCONDUCT, OR CRIMINAL ACTIVITY OF ALL USERS OR THIRD PARTIES, OR ANY INJURY OR PROPERTY DAMAGE THAT OCCURS TO YOU, THIRD PARTIES, OR PROPERTY WHILE ACCESSING OR USING SPACES OR VENDOR SERVICES.

THE PLATFORM AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR YOUR PARTICULAR USE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM THAT THE PLATFORM OR SERVICES ARE FREE FROM ERROR OR VIRUSES; THAT THEY WILL NEVER CAUSE HARM; THAT THEY MEET OR BE SUITABLE FOR YOUR NEEDS OR REQUIREMENTS; THAT THEY ARE ALWAYS AVAILABLE; OR THAT THEY ACCURATELY REPRESENT SPACES, HOSTS, GUESTS, VENDORS OR VENDOR SERVICES. WE EXPRESSLY DISCLAIM ANY OBLIGATION TO CORRECT ERRORS, EVEN THOSE THAT WE ARE AWARE OF, AND MAY CHOOSE TO DISCONTINUE OPERATION OF THE PLATFORM OR SERVICE, OR FEATURES OF EITHER, AT ANY TIME.

5.5 Representations and Warranties

By opening your Account, you represent and warrant that (a) you are authorized to use the Platform and Services and have authority to execute this Agreement; (b) that you have only one Account with us and have not had an Account terminated by us previously; (c) all information provided to us is accurate and complete; (d) you will not use the Platform or Services in violation of Law or the Community Guidelines, to commit fraud, to deceive other users, or for any other improper purpose; and (e) you are authorized to provide any Content to us.

When using the Platform or Services as a Host, you further represent and warrant that (f) you are permitted under applicable Laws to List any Spaces provided; (g) your Listing of a Space and the Space itself comply with applicable Laws; and (h) you will reasonably facilitate the use of, and not obstruct the use of, the Spaces as Booked by Guests.

When using the Platform or Services as a Guest, you further represent and warrant that (i) you will comply with any Booking Agreements; (j) you will not use Spaces or Vendor Services in a manner that violates Laws or Community Guidelines, or that facilitates the violation of either by third parties; and (k) that any payment Credentials provided to us may be used as described in this Agreement.

5.6 Indemnities

You will indemnify, defend and hold Venopi and its agents, directors, shareholders, members, partners, managers, officers, employees, information providers, distributors, vendors, attorneys, or affiliates (collectively, "Venopi Affiliates") harmless against all third-party claims, liabilities, losses, damages, and related expenses (including reasonable legal expenses) (collectively, "Claims") arising from or related to (a) provision of your Space (for Hosts) or Vendor Service (for Vendors), or use of Spaces or Vendor Services (for Guests); (b) Content you provide through the Platform; (c) your failure to comply with Laws; (d) your providing of information to us that is inaccurate or incomplete, (e) your breach of any of your obligations under this Agreement, and (f) any contract or other agreement between you and any other user other than through the Platform. This indemnification will survive termination of this Agreement.

5.7 Limitations of Liability

EXCEPT TO THE LIMITED EXTENT OF THE Venopi FEES (AS DEFINED BELOW) UNDER NO CIRCUMSTANCES OR ANY LEGAL THEORY WILL Venopi OR ITS AGENTS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, DISTRIBUTORS, VENDORS, ATTORNEYS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, GENERAL, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHERWISE), INJURY, CLAIM OR LIABILITY OF ANY KIND OR CHARACTER BASED UPON OR ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES, OR SPACES OR VENDOR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR SERVICES, OR ANY CONTENT CONTAINED THEREIN, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES.

AS USED HEREIN, "Venopi FEES" SHALL MEAN THE AMOUNT PAID BY YOU TO Venopi, EXCLUDING ANY AMOUNTS THAT WERE PAID OR PAYABLE TO HOSTS OR VENDORS, FOR USE OF THE PLATFORM OR SERVICES.

THE LIMITATION OF LIABILITY SET FORTH ABOVE APPLIES TO THE EXTENT PERMITTED BY LAW.

5.8 Additional Terms for Users outside the Netherlands

We may allow for use of the Service to List Spaces outside of the Netherlands. Where this is permitted, you will be required to ensure that your use of the Service, including Listing or Booking, as applicable comply with all Laws specific to your country, province, or region. European users may be required to provide information to assist with our collection of VAT or other indirect Taxes, or evidence of your exemption such Taxes.

5.9 Entire Agreement; Interpretation

This Agreement together with any Booking Agreement incorporates the Community Guidelines, Fees Overview, Privacy Policy, Cancellation and Refund Policy, and any other policies referenced therein, which constitute the entire agreement between you and Venopi governing your use of the Platform or Services. This Agreement supersedes all prior understandings or agreements between you and Venopi. As between you and Venopi, this Agreement controls over any conflicting terms in a Booking Agreement except where expressly stated otherwise and agreed upon in writing between the parties.

As used in this Agreement, "including" or similar words mean "including but not limited to"; "or" may be read as "either... or..." or "both... and..."; and "such as," "specifically," "for example," or similar words identify non-exclusive lists of examples. Headings and ordering used in this Agreement are provided for your convenience and do not affect the interpretation of related provisions. Any monetary amounts described in this agreement will be in USD and "$" will be read to mean United States Dollars.

Except as provided in Section 5.1 above, this Agreement may only be modified through a written agreement that is signed by both you and Venopi. Where any part of this Agreement is found to be invalid or unenforceable, it will be reformed or reinterpreted through force of Law as minimally required to accomplish the objectives while maintaining the original intent of such provision.

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