VentureMash Terms of Service

EFFECTIVE DATE: November 1, 2009

1. Introduction

   These Terms of Service (the “Terms”) govern your use of VentureMash.com (the “Site”) and constitute a contract between you (“you”) and VentureMash LLC (“VentureMash” or “we”). If you do not agree to accept the Terms in their entirety, please discontinue your use of the Site immediately. We may periodically change the Terms in our sole discretion, and your continued use of the Site constitutes your acceptance of the revised Terms. Please check this “Terms of Service” page for updates from time to time, as this is typically the only manner in which we will notify you of any changes to the Terms.

2. Types of Users

   Depending on how you use the Site, different portions of the Terms may apply to you in different ways. If you have registered on the Site as described in Section 4 below, you are a “Lister”. If you do not register, but view the site or interact with the Site in any other way, you are a “Visitor.” If you have entered in to a separate Sponsorship Agreement with VentureMash with respect to the Site, you are a “Sponsor.” Listers, Sponsors, and Visitors, or any combination thereof, are also “Users.”

3. Ownership of Intellectual Property

   The Site contains text, data, images, code, audio, video, or some combination thereof (collectively “Content”). The Site also utilizes various types of functionality (“Functionality”). Unless otherwise expressly noted in these Terms, all Content and Functionality of the Site, including any and all copyrights, trademarks (and all associated goodwill), patent rights, trade secret rights, and all other intellectual property rights (collectively “Intellectual Property Rights”), are the property of VentureMash. Without limiting the foregoing, “VentureMash” and [LIST ALL OTHER TRADEMARKS AND SERVICE MARKS OWNED BY VENTUREMASH], and all associated goodwill, are trademarks and service marks owned exclusively by VentureMash. VentureMash does not claim ownership in the trademarks or service marks owned by Sponsors or Listers.

4. Registration and Your Account

   When you sign up to become a Lister, you will be asked to create an “Account” by choosing and submitting a username and password, and also by providing your email address and the region where you live (collectively, the “Registration Data”). You will also be given the opportunity to provide additional information about yourself (“Personal Information”). You must maintain an Account in order to access certain portions of the Site and to interact with other Users through the Site. You agree that the Registration Data and Personal Information you provide will be true, accurate, current, and complete at the time you submit it. You further agree to maintain and promptly update the Registration Data and Personal Information you have submitted to keep it true, accurate, current, and complete. You are solely responsible for any and all use of your username and password, including maintaining their confidentiality and security, and you agree to notify VentureMash immediately if you suspect any unauthorized use of or access to your username or password. Although you are not required to do so, we suggest that you use passwords that are 8 characters or greater, do not contain words from any dictionary, contain a mix of alpha and numeric characters and vary in upper and lower case. These types of passwords are currently “strong” and resist, but do not necessarily eliminate, unauthorized access. For details regarding how we treat Registration Data, Personal Information, and other information we collect, please see VentureMash's current, full privacy policy.

5. User-uploaded Content

   Listers may be allowed to participate in one or more forums, exchange messages with other Users, or otherwise transmit Content through the Site. Unless you have entered into a separate agreement with VentureMash stating otherwise, VentureMash does not claim ownership in original Content that you created and that you transmit through the Site (“Your Content”). By transmitting Content through the Site, you represent and warrant that you have the right to transmit such Content, and that such Content does not violate any law and does not infringe the rights of any third party. You also grant VentureMash a worldwide, non-exclusive, irrevocable, royalty-free license to use, reproduce, distribute, transmit, display, perform, and create derivative works based on Your Content, and any information related to the improvement of the Site contained therein, in any manner VentureMash deems appropriate. You acknowledge and agree that neither VentureMash, nor any of the Site’s Sponsors or the third-parties contracted by VentureMash to provide services in connection with the Site (collectively VentureMash’s “Affiliates”), endorse any Content transmitted through the Site by you or any other Users (collectively “User Content”). You further acknowledge and agree that neither VentureMash nor its Affiliates are responsible for any User Content, nor do they make any representations with respect to User Content. VentureMash reserves the right to remove User Content, or any portion thereof, from the Site at any time in its sole discretion.

6. Notice of Copyright Infringement

   It is the policy of VentureMash to terminate the privileges of any User who infringes the copyrights of VentureMash or others upon receipt of notification to VentureMash by the copyright owner or the copyright owner's legal agent. If you believe that your Content has been used on the Site in a manner that constitutes copyright infringement, please provide our Copyright Agent with the following information: (A) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (B) a description of the copyrighted work that you claim has been infringed; (C) a description of where the material that you claim is infringing is located on the Site; (D) your address, telephone number, and email address; (E) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (F) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. VentureMash’s Copyright Agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, VentureMash LLC, P.O. Box 82375, Portland, OR 97282.

7. Permitted Use of Site and Prohibited Activities

   Subject to the Terms, VentureMash grants you a limited license to access and use the Site for your own legitimate personal and internal business purposes. If you are a Lister, VentureMash also grants you a limited license to use the Site to interact with other Users for your own legitimate business purposes in accordance with the Terms. If you are under the age of 18, or if you have not yet reached the age of majority in your jurisdiction, you may not access or use the Site without first obtaining permission from your parent or legal guardian. This Site is not intended for individuals under the age of 13. If you are under the age of 13, you may not access or use the Site even if you have obtained permission from your parent or legal guardian. Without limiting any other restrictions set forth in these Terms, in using the Site you may not:

   a. Engage in, facilitate, or promote any conduct that is unlawful, tortious, or that constitutes a breach of a contract between you and a third party, including the violation of regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any regulations having the force of law;
   b. Engage in, facilitate, or promote any conduct that is threatening, abusive, harassing, vulgar, obscene, or invasive of another person’s privacy;
   c. Engage in, facilitate, or promote any conduct that is offensive, harmful or otherwise objectionable;
   d. Seek or recommend providers of material that exploits people under the age of 18 in a sexual or violent manner, or seek or recommend providers that solicit personal information from anyone under the age of 13;
   e. Solicit and transmit to a third party any private or personal information that could identify another User;
   f. Use the username or password of another Lister at any time, disclose your password to any third party, or allow any third party to access the Site by using your username or password, or the username and password of another Lister.
   g. Transmit any Content that contains false or misleading information;
   h. Use any automated process to access or use the Site in any manner;
   i. Modify, reverse engineer, reroute, sublicense, redistribute, or resell the Site or any portion thereof;
   j. Transmit unsolicited commercial or bulk messages (“spam”);
   k. Interfere with or disrupt the Site, or the servers or networks connected to the Site; or
   l. Operate a business through the Site, including any business that involves one or more highly regulated activities such as contests, sweepstakes, multi-level marketing, pyramid schemes, offering securities, or selling securities.

   VentureMash may in its sole discretion and at any time suspend, terminate, or refuse to provide User privileges with respect to the Site with or without notice.

8. Becoming a Sponsor through the Site

   VentureMash uses a third party to process payments made in connection with the Site. When you sign up to become a Sponsor through the Site, you must first enter your payment method and other requested billing information (collectively “Payment Information”). We use your Payment Information only to process your payment for that particular transaction, and we do not store your Payment Information except as required by applicable law. By entering your Payment Information you represent and warrant that such Payment Information is accurate and complete, and that you are authorized to use the payment method selected. By entering your Payment Information, you further authorize VentureMash to charge you the price listed by VentureMash on the Site for the selected VentureMash Items using your selected payment method. Unless otherwise provided by law or expressly stated in connection with any particular offer, all charges are non-refundable. For more details on how we collect and use Payment Information, please see the VentureMash.com Privacy Policy.

   Please note that the provisions of this Section 8 apply only to VentureMash Sponsorships. Your purchases from third-party sellers, whether they are referenced on the Site or not, are governed by different terms and VentureMash is not a party to such transactions.

9. Advertising Content

   If you are a Sponsor, you further agree, represent, and warrant that:

   a. All Content you submit to VentureMash or transmit through the Site for advertising purposes (“Advertising Content”) is current, accurate, and complete, and that its use on the Site does not violate any laws or infringe the rights of any third party;
   b. Any web site referenced within or linked to from the Advertising Content, complies with all applicable laws and regulations and does not result in consumer fraud, misrepresentation, tort, breach of contract, injury, damage or harm of any kind to any person; and
   c. You possess documentation that substantiates all information contained within the Advertising Content.

10. DISCLAIMER OF WARRANTIES AND ASSUMPTION OF RISK

    THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND YOUR USE OF THE SITE IS AT YOUR OWN RISK. VENTUREMASH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

    WITHOUT LIMITING THE FOREGOING, VENTUREMASH MAKES NO WARRANTY (A) THAT THE SITE WILL MEET YOUR REQUIREMENTS, (B) THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THAT THE INFORMATION YOU MAY OBTAIN THROUGH YOUR USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (D) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OTHERWISE OBTAINED BY YOU THROUGH OR IN CONNECTION WITH THE SITE WILL MEET YOUR EXPECTATIONS, OR (E) THAT ANY ERRORS IN THE SITE WILL BE CORRECTED.

    ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE SITE IS OBTAINED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM SUCH CONTENT.

    NO ADVICE OR OTHER INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VENTUREMASH OR THROUGH THE SITE WILL CREATE ANY WARRANTY WITH RESPECT TO THE SITE.

    SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER VENTUREMASH NOR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR PROVIDERS, WILL BE LIABLE FOR ANY LOST PROFITS OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, EVEN IF VENTUREMASH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT, VENTUREMASH’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO VENTUREMASH DURING THE YEAR IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE.

    SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS IN THIS SECTION 11 MAY NOT APPLY TO YOU.

12. Indemnification

    You agree to indemnify, defend and hold harmless VentureMash, its Affiliates, and their respective directors, officers, members, managers, employees, agents, representatives, licensors, and providers from and against any and all losses, expenses, damages and costs, including reasonable attorneys' fees, arising out of your breach of the Terms or otherwise from your use of the Site. VentureMash reserves the right to assume partial or exclusive control over the defense of any matter subject to indemnification by you, in which case you agree to fully cooperate with VentureMash in asserting any available defenses.

13. Entire Agreement

    These Terms, together with any documents referred to in the Terms, constitute the entire agreement and any contemporaneous agreements between you and VentureMash concerning your use of the Site, and supersede any prior agreements between you and VentureMash concerning the same subject matter. You may be subject to additional terms and conditions when you use other VentureMash Content or services, or the Content or services of a third-party.

14. Assignability

    These Terms and your use of the Site as contemplated under the Terms are personal to you, and are not assignable, transferable or sublicensable by you except with VentureMash's prior written consent. VentureMash may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

15. VentureMash Remedies Cumulative

    VentureMash’s remedies under these Terms are cumulative, and the failure of VentureMash to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision, or of any other right or provision.

16. Severability

    If any provision, or any portion of any provision, of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree to give effect to the parties' intentions as reflected in the provision to the extent permitted by applicable law, and the other provisions of the Terms, and any other portions thereof, remain in full force and effect in order to best accomplish the original intent of the parties.

17. Dispute Resolution

    Any dispute arising out of or in connection with these Terms or your use of the Site will be governed by the laws of the State of Oregon, without regard to its conflict-of-laws principles. You agree that any cause of action or proceeding concerning any such dispute must be brought in Multnomah County Circuit Court of the State of Oregon or, subject to applicable jurisdictional requirements, in the United States District Court for the District of Oregon located in Multnomah County, and you consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waive any objection to such venue.

    You also agree that the remedy at law for your breach or threatened breach of the Terms may, by its nature, be inadequate, and that in the event of such breach or threatened breach VentureMash will be entitled, in addition to damages, to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained. You further agree that regardless of any statute or law to the contrary, any cause of action or proceeding against VentureMash and arising out of or in connection with the Site must be filed within one (1) year after such claim or cause of action arose or be forever barred.

18. Interpretation

    The section titles in the Terms are for convenience only and have no legal or contractual effect. Whenever the word “include,” the word “includes,” or the word “including” is present in the Terms, such word will be deemed to be followed by the phrase “without limitation.”

19. Notices

    VentureMash may send you notices by transmitting information through the Site or by using the Registration Data you provided in establishing an Account. You may contact VentureMash by sending an email to info@venturemash.net.

20. No Third Party Beneficiaries

    Nothing in these Terms, whether express or implied, is intended or will be construed to confer on any person, other than the parties to the Terms, any right, remedy, or claim under or with respect to these Terms.