Vennue Digital Hub Terms of Service
(Last Modified: September 2020)

 Welcome to the Vennue Digital Hub, an online learning platform that provides free high-quality health workforce education, operated by Vennue Foundation (“Vennue Foundation,” “we,” or “us”), a nonprofit organization founded in the United States and operating worldwide. Our mission is to improve patient-centered care and health outcomes around the world through innovative health workforce education.

 This document explains the terms by which you may use our online tools and digital hub (collectively the “Service”). By accessing or using the Service, you signify that you have read, understood, and agree to be bound by this Terms of Service Agreement (“Agreement”) and to the collection and use of your information as set forth in the Vennue Foundation Privacy Policy, whether or not you are a registered user of our Service. This Agreement applies to all visitors, users, and others who access the Service (“Users”). If you are agreeing to this Agreement not as an individual but on behalf of your company or organization, then “Organization” or “you” means your company or organization, and you are binding your Organization to this Agreement.

Vennue Foundation may modify this Agreement from time to time, subject to the terms below. By registering for the Service, or by using or accessing Vennue Foundation products, you indicate your assent to be bound by this Agreement. PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Use of the Service

1.1. Eligibility. This is a contract between you and Vennue Foundation. You must read and agree to these terms before using the Vennue Foundation Service. If you do not agree, you may not use the Service. If you are a child under 13 years of age, we need your parent or guardian’s consent before allowing you to use the Service. Vennue Foundation reserves all rights not expressly granted herein in the Service and the Vennue Foundation Content (as defined below).

1.2. Free Tier Service. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Free Tier features of the Service.

1.3. Purchased or Subscription (non-Free Tier) Service. In addition to the Free Tier scope of use of the Service, Vennue Foundation may in the future introduce a purchased or subscription (non-Free Tier) offering, as set forth in the product ordering documentation or purchase flow (“Order”) that will specify your authorized scope of use for the Service, which may include: (a) number and type of Authorized Users (as defined below), (b) storage or capacity, or (c) other restrictions or billable units (as applicable, the “Scope of Use”). The term “Order” also includes any applicable Product or Support renewal, or purchases you make to increase or upgrade your Scope of Use.

1.4. Account Security. You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use strong passwords with your account. You must notify Vennue Foundation immediately of any breach of security or unauthorized use of your account. Vennue Foundation will not be liable for any losses caused by any unauthorized use of your account.

1.5. Organization Accounts. If you are a school, university or other Organization using the Service for educational purposes, you may create accounts for your students as defined in your Scope of Use. By submitting student information to Vennue Foundation you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Vennue Foundation a non-exclusive, royalty-free, worldwide license during the term of the Agreement to use, transmit, distribute, modify, reproduce, display, create derivative works of, and store the student data solely for the purposes of (i) providing the Services as contemplated in this Agreement, and (ii) enforcing its rights under the Agreement.

1.6. Minor's Accounts (USA). The Children’s Online Privacy and Protection Act (“COPPA”) requires that online service providers obtain clear and verifiable parental consent before receiving personal information from children under 13. IF VENNUE FOUNDATION BECOMES AWARE THAT ANY US USER IS UNDER 13, IT WILL RELY ON PARENTS OR GUARDIANS TO PROVIDE APPROPRIATE CONSENT FOR ANY USER UNDER 13 TO PROVIDE VENNUE FOUNDATION WITH ANY INFORMATION UNDER THIS AGREEMENT. Parents or guardians represent and warrant that they reviewed this Agreement and the Vennue Foundation Privacy Policy and have the authority to provide consent for Vennue Foundation to collect information from the minor before allowing students under 13 to access our Service.

1.7. Minor's Accounts (EU). The General Data Protection Regulations (GDPR) require that online service providers obtain clear and verifiable parental consent before receiving personal information from children under 16, or whichever age of consent the relevant country has specified in local laws. IF VENNUE FOUNDATION BECOMES AWARE THAT ANY EU USER IS UNDER 13, IT WILL RELY ON PARENTS OR GUARDIANS TO PROVIDE APPROPRIATE CONSENT FOR ANY USER UNDER 16 TO PROVIDE VENNUE FOUNDATION WITH ANY INFORMATION UNDER THIS AGREEMENT. Parents or guardians represent and warrant that they reviewed this Agreement and the Vennue Foundation Privacy Policy and have the authority to provide consent for Vennue Foundation to collect information from the minor before allowing students under 16 to access our Service.

1.8. Minor's Accounts (non-EU and non-US). If you or your Organization (School) are based outside of both the EU and USA, you warrant that you have obtained consent appropriate to your location. IF VENNUE FOUNDATION BECOMES AWARE THAT ANY USER (OUTSIDE US OR EU) IS UNDER 13, IT WILL RELY ON PARENTS OR GUARDIANS TO PROVIDE APPROPRIATE CONSENT FOR ANY USER UNDER 13 TO PROVIDE VENNUE FOUNDATION WITH ANY INFORMATION UNDER THIS AGREEMENT. Parents or guardians represent and warrant that they reviewed this Agreement and the Vennue Foundation Privacy Policy and have the authority to provide consent for Vennue Foundation to collect information from the minor before allowing students under 13 to access our Service.

1.9. Service Rules. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends requests more rapidly than a messages to the Vennue Foundation servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than a manually controlled web browser; (xii) bypassing the measures we may use to prevent or restrict access to the Service.

1.10. Termination. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability if in our sole determination you violate any provision of this Agreement. Upon termination, you continue to be bound by this Agreement.

1.11. Interactions. You are solely responsible for your interactions with other Vennue Foundation Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Vennue Foundation shall have no liability for your interactions with other Users, or for any User’s action or inaction.

1.12. Communication. By providing Vennue Foundation your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. You may control your User profile and how you interact with the Service by changing the settings in your “Profile” and "Settings" pages. This includes your preferences for communications, which are governed by our Privacy Policy.

2. User Content 

2.1. Ownership. The Service may allow you to upload content such as files containing text or data, and also to submit or post other content or information (“User Content”). We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. Vennue Foundation has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

2.2. Injurious content. You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current or (ix) violates any school or other applicable policy, including those related to cheating or ethics.

2.3. Content rights. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Vennue Foundation reserves the right, but is not obligated, to reject and/or remove any User Content that Vennue Foundation believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the

U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, or other jurisdiction. In connection with your User Content, you affirm, represent and warrant the following:

2.3.1. Your User Content and Vennue Foundation’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

2.3.2. Vennue Foundation may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

2.3.3. You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.

2.4. Liability. Vennue Foundation takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Vennue Foundation shall not be liable for any damages you allege to incur as a result of User Content.

2.5. Grant of License.By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Vennue Foundation a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to store, process, transfer and display such User Content in order to provide the features of the Service to you and other Users of the Service, in accordance with your settings. 

2.6. Proprietary Rights. Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Vennue Foundation Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Vennue Foundation and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Vennue Foundation Content. Use of the Vennue Foundation Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

3. Suggestions. You may choose to or we may invite you to submit suggestions, comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Suggestions”). By submitting any Suggestion, you agree that your disclosure is gratuitous and without restriction and will not place Vennue Foundation under any fiduciary or other obligation, and that we are free to use the Suggestion without any additional compensation to you, and/or to disclose the Suggestion on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Vennue Foundation does not waive any rights to use similar or related ideas previously known to Vennue Foundation, or developed by its employees, or obtained from sources other than you.

4. Paid Services.

4.1. Billing Policies. Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms, as we may update them from time to time. Vennue Foundation may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.

4.2. No Refunds. You may cancel your Vennue Foundation account at any time; however, there are no refunds for cancellation. Vennue Foundation may offer partial, pro rata refunds for Vennue Foundation’s early suspension, termination, or cancellation of a paid program, where the pricing and payment terms for the specific Vennue Foundation program expressly state that such refunds are available in such scenarios and/or as required by law. In the event that you cancel your account or Vennue Foundation suspends or terminates your account or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any Vennue Foundation Indicators, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.

4.3. Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

5. Privacy. We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States and the EU.

6. Security. Vennue Foundation cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

7. DMCA Notice. Because we respect artist and content owner rights, it is Vennue Foundation’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Vennue Foundation by email at info@vennue.org.

8. Third-Party Links.The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Vennue Foundation. Vennue Foundation does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that this Agreement and Vennue Foundation’s Privacy Policy do not apply to your use of such sites. You expressly relieve Vennue Foundation from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Vennue Foundation shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

9. Indemnity. You agree to defend, indemnify and hold harmless Vennue Foundation and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of or related to: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any other information or content that is submitted via your account including without limitation misleading, false or inaccurate information; (vi) negligent or willful misconduct; or (vii) any other party’s access and use of other appropriate security code.

10. No Warranty. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, VENNUE FOUNDATION, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BASED ON YOUR LOCATION. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. VENNUE FOUNDATION DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE VENNUE FOUNDATION SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND VENNUE FOUNDATION WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

11. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENNUE FOUNDATION, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL VENNUE FOUNDATION BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENNUE FOUNDATION ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL VENNUE FOUNDATION, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO VENNUE FOUNDATION HEREUNDER OR ONE HUNDRED US DOLLARS (US$100), WHICHEVER IS GREATER.THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF VENNUE FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.SOME LOCATIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BASED ON YOUR LOCATION. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.The

Service is controlled and operated from facilities in the United States. Vennue Foundation makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

12. Governing Law and Arbitration.

12.1. Governing Law. You agree that: (i) the Service shall be deemed solely based in the State of Connecticut, USA; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Vennue Foundation, either specific or general, in jurisdictions other than the State of Connecticut. This Agreement shall be governed by the internal substantive laws of the State of Connecticut, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Connecticut for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

12.2. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM VENNUE FOUNDATION. In the unlikely event that Vennue Foundation has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any Vennue Foundation claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the Judicial Arbitration and Mediation Services (“JAMS”) under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in the State of Connecticut, USA, unless you and Vennue Foundation agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Vennue Foundation from seeking injunctive or other equitable relief from the courts as necessary to protect any of Vennue Foundation’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND VENNUE FOUNDATION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, .COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

13. General.

13.1. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Vennue Foundation without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

13.2. Notification Procedures and Changes to the Agreement. Vennue Foundation may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Vennue Foundation in our sole discretion. Vennue Foundation reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Vennue Foundation is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Vennue Foundation may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this document periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this document. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service Agreement. If you do not agree to any of these terms or any future Terms of Service Agreement, do not use or access (or continue to access) the Service.

13.3. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Vennue Foundation in connection with the Service, shall constitute the entire agreement between you and Vennue Foundation concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

13.4. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Vennue Foundation’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

13.5. Contact. Please contact us at info@vennue.org with any questions regarding this Agreement.