Terms of Service

Welcome to our VENTAC website (the “Site”).

Please read the following carefully. This Terms of Service Agreement (“Agreement”) constitutes a binding legal agreement between you and VENTAC, LLC (“VENTAC”). This Agreement, together with the Privacy Policy, Terms of Service, and any Statements of Work between you and VENTAC, will govern your use of the Site and relationship with VENTAC.

The term “VENTAC,” “ventac.us,” “us,” “we” or “our” refers to VENTAC and the other partnerships, corporations and other undertakings that are authorized to carry the name “VENTAC” or one or more of those undertakings as the context requires. The term “you” and “user” refers to any user or viewer of the Site.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Please review the following terms carefully. If you do not agree to these terms, you should not use the Site.

By using the VENTAC Site, you agree to the following:

You agree to the terms and conditions set forth in this Agreement with respect to the Site. This Agreement, our Privacy Policy, along with any other terms or agreements agreed to on the Site, constitute the entire and only agreement between us and you with regard to your use of the Site and any Site Content and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest version of the Agreement will be posted on the Site, and you should review this Agreement prior to using the Site. When we update this Agreement, we will update the date at the beginning of this Agreement.

For purposes of clarity, this Agreement relates solely to your use of the Site and, to the extent you have entered into an engagement letter with VENTAC for the provision of legal services to you, this Agreement will not affect such engagement letter and such engagement letter will apply to VENTAC’s provision of such legal services.

Arbitration; Jury Trial Waiver

Any legal controversy or legal claim arising out of or relating to this Agreement, the Site or the Site Content (defined below), excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, intellectual property ownership or infringement, shall be settled solely by confidential binding arbitration in accordance with the commercial arbitration rules of JAMS. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Dallas, Texas, and in accordance with the “Governing Law” Section below. To the extent permitted by law, each party shall bear one-half of the arbitration fees and costs incurred through JAMS, and each party shall bear its own attorneys’ fees.

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, 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, WE 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.

Intellectual Property

The content, articles, documents, information, materials, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site (collectively, “Site Content”) are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any Site Content or any part of the Site, except as allowed by the “Limited License; Permitted Uses” Section below, is strictly prohibited. You do not acquire ownership rights to any Site Content viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Some of the Site Content may be the copyrighted work of third parties.

Limited License; Permitted Uses

You are granted a nonexclusive, nontransferable, revocable license (a) to access and use the Site and Site Content solely in accordance with this Agreement; (b) to use the Site and Site Content solely for internal, personal, noncommercial purposes and (c) to print out discrete information from the Site and Site Content solely for internal, personal, noncommercial purposes and provided that you maintain all copyright and other policies contained therein. No printout or electronic version of any part of the Site or Site Content may be used by you in any litigation or arbitration matter whatsoever under any circumstances. Notwithstanding the foregoing, Site Content may include Documents (as defined in the “Forms, Agreements & Documents” Section below) that are made available for you to use. You may use those Documents in accordance with the terms, conditions and disclaimers set forth in the “Forms, Agreements & Documents” Section below, this Agreement, and subject to any other terms, agreements or disclaimers provided on the Site in connection with those forms or templates.

User Suggestions

By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to VENTAC through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) VENTAC is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) VENTAC shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) VENTAC may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of VENTAC without any obligation of VENTAC to you; and (f) you are not entitled to any compensation or reimbursement of any kind from VENTAC under any circumstances

Content Guidelines

You understand that all Content, whether publicly posted or privately transmitted, are the sole possession of VENTAC. Under no circumstances will VENTAC be liable in any way for any falsified or incorrect data, or data that infringes the intellectual property rights of any person or entity. You agree to not use the Site to:

create any Content that is willfully inaccurate or racially, ethnically or otherwise objectionable;
impersonate any person or entity, including, but not limited to, a VENTAC official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
email, 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;
interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
intentionally or unintentionally violate any applicable local, state, national or international law;
provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through i above.
You acknowledge that VENTAC shall have the right in their sole discretion to remove any Content that is available via the Site. Without limiting the foregoing, VENTAC and its designees shall have the right to remove any Content that violates these Terms or is otherwise objectionable. You acknowledge, consent and agree that VENTAC may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of VENTAC, its users and the public. You understand that the technical processing and transmission of the Site, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Site and software embodied within the Site may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by VENTAC and/or content providers who provide content to the Site. You may not attempt to override or circumvent any of the usage rules embedded into the Site. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Site, in whole or in part, is strictly prohibited. “Publicly accessible” areas of the Site are those areas of the VENTAC network of properties that are intended by VENTAC to be available to the general public.

Restrictions and Prohibitions on Use

Your license for access and use of the Site and Site Content are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by the “Limited License; Permitted Uses” Section above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Site Content retrieved therefrom; (b) use the Site or any Site Content to develop, of as a component of, any information, storage and retrieval system, database, information base or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription or any other commercial distribution mechanism; (c) create compilations or derivative works of any Site Content ; (d) use any Site Content in any manner that may infringe any copyright, intellectual property right, proprietary right or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site or Site Content; (f) make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; (h) use any automatic or manual process to harvest information from the Site; (i) use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names or other means of deceptive addressing and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Site in a manner that violates any state or federal law regulating e-mail, facsimile transmissions or telephone solicitations; and (k) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of the United States.

No Sharing of Accounts

You are not allowed to share your login information or account with anyone. Violation of this provision is subject to immediate termination of your account and access to the Site.

No False Accounts

You must not create accounts falsifying your identity.

Account Termination

VENTAC reserves the right to terminate your account, remove, edit, block, and/or monitor Content or accounts containing content that VENTAC determines, in its sole discretion, violates these Terms. VENTAC is not responsible for any data or Content that is deleted, lost, or otherwise inaccessible following termination. However, following termination VENTAC may, at its discretion, continue to us, publish, display, and share with users and Content previously uploaded to the Site by any user.

User Interactions

You are solely responsible for your interaction with other users of the Site (e.g., via the member forum, at live events, etc.), and you agree that VENTAC is not responsible or liable for the conduct of you or another user.

No Legal Advice or Attorney-Client Relationship.

The Site is owned and operated by VENTAC, which is not a law firm or CPA firm.

Moreover, although many of the materials on the Site are written by attorneys, neither the availability, operation, transmission, receipt nor use of the Forms Library or the Documents is intended to create, nor does it create, an attorney-client relationship or any other relationship, nor is It legal advice. Any information provided in connection with use of the Forms Library or the Documents is not protected by the attorney-client privilege.

The Site and Site Content, and your use thereof, does not create an attorney-client relationship, nor does our receipt of any email or electronic communication sent by or for you through or in connection with the Site.

No Tax, Financial, Legal or Business Advice

No part of the services provided by VENTAC, nor documents in the VENTAC online legal forms library (the “Forms Library”), nor the additional articles and resources documents available on the Site (the “Documents”) is to be considered as the rendering of legal, financial, tax or business advice, either generally or in connection with any specific issue or case. These materials are intended for general informational and educational purposes only. Users are responsible for obtaining financial, tax, legal or business advice from their own lawyer, CPA or other professional and should not rely on the Forms Library or the Documents without seeking such advice.

While the Site and Site Content concern legal, tax, financial and business issues, the Site and Site Content are not intended to and do not constitute legal advice, recommendations, mediation or counseling under any circumstance and should not be considered a substitute for advice from qualified counsel. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site.

Forms, Sample Agreements & Documents

Site Content may include sample forms, checklists, business documents, articles and legal documents (collectively, “Documents”). All Documents are provided on a nonexclusive license basis only for your personal one-time use for noncommercial purposes, without any right to relicense, sublicense, distribute, assign or transfer such license. Documents are provided without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, timeliness, accuracy and/or appropriateness. THE DOCUMENTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH “ALL FAULTS,” AND WE AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Documents may be inappropriate for your particular circumstances. Furthermore, state laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions as the Documents are only samples and may not be applicable to a particular situation.

Your use of information on the Site or materials linked to the Site is entirely at your own risk. Because the information provided on the Site, and materials linked to on the Site, are general in nature, you should not act or rely on any information on the Site without seeking the advice of a competent attorney licensed to practice in your jurisdiction for your particular problem.

Further, Site Content may contain descriptions of matters in which we successfully represented our clients. Such Site Content is not intended to be predictive of future results, even in similar circumstances, or offer any type of guarantee or assurance of outcome. The information contained herein does not necessarily reflect the opinions of our clients.

Compliance with Laws

You agree to use the Forms Library and the Documents in compliance with all applicable laws, including applicable securities laws, and, to the extent permitted by law, you agree to indemnify and hold VENTAC, LLC, and any law firms or attorneys providing forms that are added to the Forms Library, harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply.

Disclaimer of Liability

TO THE EXTENT PERMITTED BY LAW THE FORMS LIBRARY AND THE DOCUMENTS ARE PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY LAW YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THE FORMS LIBRARY AND THE DOCUMENTS.

To the extent permitted by law, VENTAC expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of the use of the Forms Library or the Documents. To the extent permitted by law, by using the Forms Library or the Documents, you waive any rights or claims you may have against VENTAC in connection therewith. The information contained in the Forms Library and the Documents is provided only as general information and may not reflect the most current market and legal developments and may not address all relevant business or legal issues; accordingly, information in the Forms Library or the Documents is not promised or guaranteed to be correct or complete. Further, VENTAC does not necessarily endorse, and is not responsible for, any third-party content that may be accessed through the Forms Library or the Documents.

VENTAC at its sole discretion may choose to change the terms, conditions and operation of the Forms Library and the Documents at any time. VENTAC, in its sole discretion, reserves the right to refuse to provide you access to the Forms Library and the Documents. To the extent permitted by law, you agree that VENTAC shall not be liable to you for loss or damages that may result from our refusal to provide access to the Forms Library or the Documents.

Use by Agents

You agree that, if an agent (e.g., an attorney, an employee, etc.) uses the Forms Library or the Documents on your behalf, you are nonetheless bound as a principal by all terms and conditions herein.

Linking to the Site

You may provide links to the Site, provided that (a) you do not remove or obscure, by framing or otherwise, the copyright notice or other notices on the Site, (b) your site does not engage in illegal or offensive activities and (c) you discontinue providing links to the Site immediately upon request by us.

Email Confidentiality

You may send us email. However, you should note that the security of Internet email is uncertain. By sending sensitive or confidential email messages which are not encrypted, you accept the risks of such uncertainty and possible lack of confidentiality over the Internet.

Errors, Corrections and Changes

We do not represent or warrant that the Site will be error-free, free of viruses or other harmful components or that defects will be corrected. We do not represent or warrant that the information available on or through the Site will be correct, accurate, timely or otherwise reliable. The law is constantly changing and the information may not be complete or accurate depending on your particular legal issue. Each legal issue depends on its individual facts and different jurisdictions have different laws and regulations. We may make changes to the features, functionality or content of the Site at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site.

System Availability. VENTAC uses reasonable measures (a) to provide access to the Site at all times, other than during scheduled maintenance periods, (b) to back up user data and Content on a regular basis, and (c) to secure user data from unauthorized access. Due to the nature of computer software and the Internet, it is impossible to ensure that the Site will operate with no unscheduled interruptions, and You agree that from time to time the Site and Site may be inaccessible or inoperable due to system errors or causes beyond the control of VENTAC or which are not reasonably foreseeable by VENTAC, including but not limited to: the interruption or failure of telecommunication or digital transmission links; hostile network attacks; network congestion; or other failures (collectively “Downtime”). VENTAC shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Site or Site caused by Downtime, whether scheduled or not. Nevertheless, in no event will VENTAC be liable for any damages or costs to any User or user in connection with any Downtime.

Third‑Party Content & Services

Third‑party content may appear on the Site or may be accessible via links from the Site. We are not responsible for and assume no liability for any third‑party content. You understand that the information and opinions in the third‑party content represent solely the thoughts of the author and are neither endorsed by us nor do they necessarily reflect our beliefs.

In addition, the Site may provide information about third-party services, products and vendors. Unless otherwise indicated, VENTAC has no control or ownership interest in any such third parties. VENTAC is not liable or responsible for any services provided by any third parties. Any products or services you purchase from a third party will be governed by your service or other agreement between you and the third party. VENTAC has no control over any third parties, nor is VENTAC involved in any way with a agreements between you and any third parties. Any claims or disputes you may have with respect to such third-party services must be resolved between you and the third parties.

Unlawful Activity

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, IP addresses and traffic information.

Indemnification

To the extent permitted by law, you agree to indemnify, defend and hold us and our partners, members, associates, agents, attorneys, employees, subcontractors, successors, assigns and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense related to your violation of this Agreement; violation of applicable law or third‑party rights (including, without limitation, patent, trademark, copyright, trade secret or other intellectual property rights); willful misconduct or use of the Site or Site Content.

Disclaimer of Warranties; Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, THE SITE AND SITE CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT). THE SITE CONTENT AND SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF SITE CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SITE; (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 SITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY SITE 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 SITE; (VII) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY; (VIII) YOUR USE OF THE SITE OR THE SITE CONTENT OR (IX) ANY DELAY OR FAILURE IN PERFORMANCE BEYOND OUR OR OUR AFFILIATED PARTIES’ REASONABLE CONTROL. TO THE EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR THE SITE OR SITE CONTENT. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, TO THE EXTENT PERMITTED BY LAW WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATED PARTIES DO NOT WARRANT THAT THE SITE OR SITE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND SITE CONTENT WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SITE CONTENT OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

IN NO EVENT SHALL WE, OUR AFFILIATED PARTIES, 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 VENTAC FOR THE MOST RECENT 6 MONTHS PRIOR TO THE DATE YOU NOTIFIED US OF THE CLAIM, AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.

THIS SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES 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 FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Use of Information/Privacy Policy

We reserve the right, and you authorize us, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner consistent with our privacy policy. Our privacy policy, as it may change from time to time, is a part of this Agreement.

Links to Other Web Sites

The Site and Site Content may contain links to other Web sites. We are not responsible for the content, accuracy or opinions expressed in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Site or in Site Content does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

Copyrights and Copyright Agents

The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. VENTAC also reviews claims of trademark infringement. If a user believes in good faith that materials hosted by VENTAC infringes their copyright or trademark rights, they may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed (or if multiple copyrighted works or trademarks located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow VENTAC to locate the material on the Website; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please be advised that VENTAC will not respond to complaints that do not meet these requirements. If VENTAC determines that the materials alleged to infringe a third party’s copyright or trademark rights do not require removal, VENTAC will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.

If you believe in good faith that a notice of copyright infringement has been wrongfully filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which VENTAC may be found, and that you will accept service of process from the person who provided the original complaint; and (3) a physical or electronic signature (for example, typing your full name).

Notices and counter-notices with respect to the Site must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details) and should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site or in the Site Content;
Your address, telephone number and email address;
A 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; and
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. Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached by directing an email to the Copyright Agent at: info@ventac.us
Legal Compliance

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and Site Content.

Governing Law

You agree that (i) the Site shall be deemed solely based in Texas and (ii) the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Texas. This Agreement shall be governed by the internal substantive laws of the State of Texas, 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 Dallas County, Texas, 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, including any provisional relief required to prevent irreparable harm. You agree that Dallas County, Texas, is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

Miscellaneous

To the extent permitted by law, any cause of action by you with respect to the Site or Site Content must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision of this Agreement nor affect any of the rights or obligations of the parties to this Agreement. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed as much as possibly consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site or Site Content are in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.

Severability

If any one or more of the provisions of this Agreement or of the Site should be ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, then (i) the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable shall be unaffected; (ii) the effect of the ruling shall be limited to the jurisdiction of the court or other government body making the ruling; (iii) the provision(s) held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other government body is authorized to reform the provision(s), to the minimum extent necessary to render the provision(s) valid and enforceable in conformity with the intent as manifested herein and (iv) if the ruling and/or the controlling principle of law or equity leading to the ruling is subsequently overruled, modified or amended by legislature, judicial or administrative action, then the provision(s) in question as originally set forth in this Agreement or the Site shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.