The following terms and conditions govern all use of the https://vencru.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected to Vencru and all content, services and products available at or through the website, including, but not limited to, Vencru mobile software application (“Vencru“) (collectively referred to as the Platform). The Platform is owned and operated by the Vencru Inc. doing business as (“Vencru”, “we”, “us”, or “our”).
You represent to us and warrant that you have the right, authority, and capacity to enter into this Agreement. If you are entering into this Agreement for an entity, such as the company you work for or own, you represent to us that you have legal authority to bind that entity. You may not access or use the Platform or Services if you are not at least 18 years old or of full legal capacity within your region. (By using the platform, you warrant that you are 18 (eighteen) years of age or older and of full legal capacity. If you are under the age of 18 (eighteen) or if you are not legally permitted to enter into a binding agreement, then you may use the platform only with the involvement and supervision of your parent or legal guardian. If your parent or legal guardian supervises you and gives his/her consent, then such person agrees to be bound to these Terms and Conditions and to be liable and responsible for you and all your obligations under these Terms and Conditions. If you do not agree with all of the provisions of this Agreement, you cannot use the Services.
Please read this Agreement carefully before accessing or using the Platform. By accessing or using any part of the Platform, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Platform or use any services. If these terms and conditions are considered an offer by Vencru, acceptance is expressly limited to these terms. If you do not understand any of the terms and conditions of this Agreement or have any questions about the Terms, please contact us before using the Services by emailing us at email@example.com
Violation of any of the terms below will result in the termination of your Account. You agree to use the Service at your own risk.
You agree to use Vencru and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.
If you register a company and/or account on the Platform, you agree, represent and warrant to a) provide true, accurate, current and complete information about yourself as prompted by the sign-up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Vencru has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Vencru may terminate your user account and refuse current or future use of any or all of the Services.
If you are not the business owner and are registering an account on behalf of a business, you represent and warrant that you have been authorized and directed by your business’s principals to open the account and that you have shared all user names, passwords and access credentials with other authorized representatives in your business and that you have provided us with the business contact information of at least one other person. If you leave the business and your business’s principal contacts us, we may be required to provide access to the account. You agree to hold harmless and release Vencru or other related Parties from any liability if we do so.
If you are a user on the Business’ team dashboard, you represent and warrant that you have been authorized and directed by your business’s principals to open the account and that you will act in good faith to keep relevant data protected. If you leave the business and your business’s principal contacts us, we may be required to provide access to the account. You agree to hold harmless and release Vencru or other related Parties from any liability if we do so.
You must not describe or assign keywords to your company and/or account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Vencru may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Vencru liability. We also reserve the right to remove, reclaim, or require that you change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
We do not guarantee that our Platform, or any Content on it, will always be 100% accessible or uninterrupted. We will not be liable (legally responsible) to you if, for any reason, our Platform or the Services or Content accessible on our Platform are unavailable at any time or for any period.
Furthermore, you are entirely responsible for any activities that occur under your account. You must immediately notify Vencru of any unauthorized uses of your company, your account or any other breaches of security.
Vencru will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions. You agree to hold harmless and release Vencru from any loss or liability whatsoever that you may incur as a result of someone other than you use your username, password or account, either with or without your knowledge. You agree to indemnify Vencru for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
By using the Platform, you represent and warrant that:
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Service. Communications include but are not limited to:
We will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Platform. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Platform. You further agree that your electronic signature has the same effect as your manual, physical signature.
By giving your consent, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.
You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Platform. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date etc., so that we can complete your transactions and contact you as needed.
We accept the following forms of payment:
We will bill you through an online billing account for purchases made via the Platform. Value Added tax/Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in currency (e.g., US Dollar, Canadian Dollar, NGN Naira) as clearly stated.
You agree to pay all charges or fees at the prices stated for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Platform. From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge.
We offer a 30-day free trial to new users who register with the Platform. At the end of the free trial period, you are required to pay the relevant subscription fee, or the use services will be restricted Platform.
The account will be charged according to the user’s chosen subscription at the end of the free trial.
Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, you hereby authorize us to collect the then-applicable annual or monthly subscription fee (as well as any taxes) using any credit card or other payment mechanisms we have on record for you. If you do not wish to renew the subscription, you must inform us at least seven days prior to the renewal date
Subscriptions can be cancelled at any time from the Platform‘s Subscription page. In such a case, you won’t get support and updates after the subscription period ends.
Alternatively, you can cancel your subscription at any time by logging into your account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our services, user to write in/please email us at firstname.lastname@example.org or call us at +1 81 818 631 9390.
Unless indicated otherwise at the explicit discretion of Vencru, all sales are final, and no refunds are provided for any products or services provided.
Vencru and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, mobile app/web page designs, mobile app/web page layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using Vencru and its services. The technical procedures, processes, concepts and methods of operation that are inherent within Vencru constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered by you while using Vencru or otherwise provided for accessing Vencru on your behalf shall at all material times remain the property of the user. You hereby grant to Vencru a worldwide, perpetual, royalty free, nonexclusive right and license to use all content provided by you in connection with Vencru and the Services for uses related to the delivery of the Services.
Materials on and relating to Vencru, including the content of Vencru and any software downloaded from Vencru, are protected by copyright, trademark and other intellectual property laws. Subject to your ownership of your user content and data, Vencru reserves all rights in and to such materials. The subscriber will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of Vencru or any content therefrom without Vencru’s express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to Vencru.
Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a subscriber using the Services. Your use of screenshots is subject to the following:
Vencru has rights to several trademarks which it uses in connection with the operation of the Platform. Vencru does not grant the users any right or license to use Vencru trademarks or any logo, tradename or other intellectual property other than as expressly set out herein and in other licenses between you and us
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the Services or otherwise make it available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (vi) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Vencru; (vii) violate any applicable local, state, national or international law; and (viii) create a false identity to mislead any person as to the identity or origin of any communication.
No user shall use any means to restrict or prevent another user from accessing or enjoying Vencru.
No user shall be permitted to upload material into Vencru that he or she ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our Platform. You may not use Vencru and the Services in a manner which could block access to, impair, damage or otherwise disable Vencru or any of our servers. You may not attempt to gain unauthorized access to Vencru or to any other user’s accounts, computer systems or networks through password mining, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.
No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to Vencru in a manner that is inconsistent with our intellectual property rights over the software.
No user shall promote any commercial interest, falsify or delete any information on Vencru, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize Vencru under false pretences
Inactive User Accounts Policy: We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data.
Complaints: If we receive a complaint from any person against you with respect to your activities as part of use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy Vencru in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by Vencru to the complainant.
The Platform may contain (or you may be directed via the Platform) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third party service providers (“Third-Party Content”).
Some of the functionality of the Services and Vencru may interoperate with, other application programming interfaces (APIs) from third parties, such as Google. If at any point such third-party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third-party services without entitling you to a refund, credit or other compensation. Your only recourse shall be to stop using Vencru and the Services. In addition, if you authorize us to do so, we may grant third parties’ access to some or all (depending on the permission you give) of your private data, content and information through our own API for use in connection with their services.
You acknowledge that such sites and services are completely independent of Vencru and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites.
In addition, we may at any time in our discretion and without notice to you, discontinue providing our API to such third-party services. You acknowledge that any use of the products and services offered by such third-party services providers (e.g., for the purposes of payment processing, direct deposit services, payroll tax return preparation, filing and government remittances) will be at your sole risk. You acknowledge that use of such third-party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third-party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third-party service providers whether or not such use is ancillary to your use of Vencru. The availability of such third-party services in connection with Vencru does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third-party provider or its products or services.
You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you agree that we are not liable for any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
The Platform may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Platform, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personally identifiable information or other material (collectively, “Contributions”).
However, you shall be solely responsible for such content/contribution and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content.
In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that Vencru will have the right to block access to or remove such content made available by you if Vencru receives complaints concerning any illegality or infringement of third-party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third-party rights in such content by the agent designated by Vencru for this purpose.
Vencru has not reviewed, and cannot review, all of the material, including computer software, posted to the Platform, and cannot therefore be responsible for that material’s content, use or effects. By operating the Platform, Vencru does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
Vencru disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
We may provide you areas on the Platform to leave reviews or ratings. When posting a review, you must comply with the following criteria:
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Platform (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
We reserve the right to request that you remove all links or any particular link to our website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our website, you agree to be bound to and follow these linking terms and conditions.
THE SUBSCRIBERS AND THE USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE VENCRU FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A “CLAIM”) WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF VENCRU AND ITS SERVICES AND ANY RELATED APPLICATIONS INCLUDING THE PRO NETWORK AND THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO VENCRU; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF VENCRU AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, VENCRU AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Ownership and Disclosure of Information.
You own all of your business’s private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service and Vencru. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:
We may also terminate this agreement and your use of Vencru at any time and for any reason with reasonable notice to you and without notice if you breach any of these terms or we suspect you of fraud or suspect that your Account has been compromised in any way.
In the case of a company, upon an order or a resolution being passed for the purposes of winding up the business activities other than for the purposes of amalgamation, merger or reconstruction or upon a composition agreement being made with the creditors. Upon such termination, you must immediately cease using Vencru indefinitely. We may at our option immediately block your access to Vencru.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
If you access the Platform from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Canada and the United States, then through your continued use of the Platform, you are transferring your data to our data storage base in the United States, and you expressly consent to have your data transferred to and processed in the United States.
Where we do transfer your personal information, appropriate arrangements will be made in order to ensure correct and secure data processing in compliance with applicable data protection law.
Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, if we receive actual knowledge that anyone under the age of 18 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Platform as quickly as is reasonably practical.
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Canada, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada.
You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.
22.1 Informal Negotiations
The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be Toronto, Canada. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of Canada.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
22.4 Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Vencru shall not be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, pandemic, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
Save as otherwise provided, no provision of these Platform Terms constitutes a stipulation for the benefit of a third person which, if accepted by the person, would bind any party in favour of that person.