This Member Signup Agreement ("Agreement") is a legal agreement between you ("Member") and Ventipro Network Inc., a corporation organized under the laws of British Columbia, Canada ("Company or "VentiporNet"), concerning your access to and use of our web platform, located at www.ventipronet.com (the "Platform"), and all related services, content, and functionalities offered through the Platform (collectively, the "Services").
BY CLICKING "I AGREE," "SIGN UP," OR SIMILAR, OR BY ACCESSING OR USING THE PLATFORM OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM OR SERVICES.
1.2. Eligibility: By using the Platform, you represent and warrant that you are at least 18 years old and are otherwise legally able to enter into a binding contract. If you are accessing or using the Platform on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.
1.3. Changes to Terms: We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Platform after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Platform.
2.2. Account Responsibility: You are solely responsible for maintaining the confidentiality of your account login credentials (username and password) and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this security obligation.
2.3. Prohibited Account Sharing: You may not share your account with any other person. Each account is for a single user only.
3.2. Prohibited Conduct: You agree not to:
a. Use the Platform or Services for any illegal or unauthorized purpose.
b. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
c. Interfere with or disrupt the integrity or performance of the Platform or Services.
d. Upload, post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
e. Upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
f. Upload, post, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
g. Attempt to gain unauthorized access to the Platform, other user accounts, or computer systems or networks connected to the Platform, through hacking, password mining, or any other means.
h. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform or Services.
i. Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Platform or Services, use of the Platform or Services, or access to the Platform or Services without express written permission from the Company.
j. Engage in any activity that could disable, overburden, or impair the proper working or appearance of the Platform.
3.3. User-Generated Content: If the Platform allows you to post, upload, or submit content ("User Content"), you retain ownership of your User Content. However, by submitting User Content, you grant the Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the Platform and the Company's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels. You represent and warrant that you have all necessary rights to grant this license.
4.2. Billing and Payment: You agree to provide valid payment information and authorize us to charge your designated payment method for all applicable fees. Payments are due monthly.
4.3. Refunds: All fees are non-refundable unless otherwise expressly stated in our separate refund policy.
4.4. Changes to Fees: We reserve the right to change our fees or billing methods at any time upon 30 days' prior notice to you.
5.2. License Restrictions: This Agreement does not grant you any right or license to use any Company trademarks, logos, or other intellectual property.
8.2. Termination by Company: We may terminate or suspend your account and bar access to the Platform immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever, including without limitation if you breach the Terms.
8.3. Effect of Termination: Upon termination, your right to use the Platform will immediately cease. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
9.2. No Guarantee: The Company does not warrant that a) the Platform or Services will function uninterrupted, secure, or available at any particular time or location; b) any errors or defects will be corrected; c) the Platform or Services are free of viruses or other harmful components; or d) the results of using the Platform or Services will meet your requirements.
10.2. Maximum Liability: IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY (OR ITS AFFILIATES, LICENSORS, AND SUPPLIERS) TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR USE OF THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) FIFTY US DOLLARS ($50.00 USD).
12.2. Jurisdiction: You agree to submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, Canada, to resolve any dispute arising out of or relating to this Agreement or the Platform.
13.2. 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 the Company's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
13.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court, the remaining provisions of this Agreement will remain in effect.
13.4. Assignment:You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. We may assign or transfer our rights and obligations under this Agreement at our sole discretion.
13.5. Headings: The headings in this Agreement are for convenience only and shall not affect its interpretation.