Terms of Service

https://venari.ai is a website that provides Venari web services (referred to as the “Website,” “Site,” or “Service”), operated by Venari Inc. (“We,” “Us,” “Company,” or “Venari”).

By accepting this agreement, either by signing this agreement, clicking a box indicating your acceptance, or executing an order form that references this agreement, and by using the information, Service available through this Site you agree to be bound by the terms and conditions contained herein and the terms of our privacy policy located at https://venari.ai/privacy (“Privacy Policy”), which is incorporated by reference into and made a part of this terms of service (these terms and conditions and Privacy Policy collectively referred to as “agreement” or “terms of service”).

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not wish to be bound by the agreement, you must leave the Site immediately and do not use the Service. Any further access of the Site will be considered as an acceptance of the terms and conditions of this agreement.

Company may modify this agreement at any time and such modification shall be effective immediately upon posting of the modified agreement on the site, and thereafter, your use of the Service constitutes your acceptance to the updated terms of this agreement. You agree to be bound to any changes to this agreement when you use the Site after any such modification is posted. It is therefore important that you review the agreement regularly to ensure you are updated with the changes. 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. Additionally, you may use the Service only if you are 18 years or older and capable of forming a binding contract with us and are not otherwise barred from using the Service under applicable law.

Intellectual Property Rights

The website, its content, web design, software, web services, feed, data, and underlying technology are properties of the Venari, and are protected by international copyright and trademark laws. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, create derivative works of, grant a security interest in, or otherwise transfer any right to the copyrighted content on the Site without written consent of the company. Any use of the trademarks or any other copyrighted content on the site without prior written consent of the Company is strictly prohibited and is subject to the terms of this agreement. Venari may use the information sent by customers to enhance the service.

Account

When you register for an account, you may be required to provide us with some information about yourself, such as your e-mail address or other contact information. You agree that the information you provide to us is and will be accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you agree to notify us as soon as possible at [email protected].

General Conditions

You alone are responsible for your conduct on the Site. Without limitation to the foregoing, you agree that you will not use the Site or Service to take any of the following actions:

1. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others, including any conduct which (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
2. Technical support is only provided to paying account holders via email.
3. You understand that Venari uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service, and that Venari shall not be responsible for any Service unavailability or other issues affecting the Service which result from the acts or omissions of such third parties.
4. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Venari, or any other Venari service.
5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Venari.
6. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Venari customer, employee, member, or officer will result in immediate account termination.
7. You understand that the technical processing and transmission of the Service, including your queries and images, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
8. You must not transmit any content or any code of a destructive nature via our API.
9. Additionally, you agree not to do any of the following:
   1. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
   2. Use, display, mirror or frame the Service, or any individual element within the Service, our name, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page or in the App, without our express written consent;
   3. Access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;
   4. Attempt to probe, scan, or test the vulnerability of any of our systems or networks or breach any security or authentication measures;
   5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Service;
   6. Attempt to access or search the Service or download Service content from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search;
   7. Collect or store any Personal Data from the Service from other users of the Service without their express permission. “Personal Data” means any information relating to (i) an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
   8. Impersonate or misrepresent your affiliation with any person or entity;
   9. Violate any applicable law or regulation; or
   10. Encourage or enable any other individual to do any of the foregoing.

Third-party sites, products, and Services

This Website may contain links to other sites owned by third parties that contain additional terms of use (“Third Party Terms of Use”). Your use of each of those sites is subject to the Third Party Terms of Use, if any, that each of those sites has posted. Company has no control over such third party sites or Third Party Terms of Use, and Company is not responsible for any Third Party Terms of Use or content on those third party sites. You agree to access and use any such third party links, websites, and other materials at your sole risk.

Delivery of Search Suggestions and Results

By accessing the Site or integrating the Service, you hereby grant Company the permission to display search suggestions and/or results through the Service and any other usage data you may submit or generate through your use the Service or Site in order for us to offer the full functionalities offered by the Service, including without limitation, Visual Search Results, Visual Recommendations, and other features included in the Service. The timing, frequency, placement of these suggestions are determined solely by the Service.

Payment, Refunds, Upgrading and Downgrading Terms

1. By default Payment is done on a monthly billing cycle, unless otherwise stated in an order form or if subscribed monthly via our Service.
2. The Service is billed in advance. In case downgrades or cancellations are performed during the billing cycle, Venari will reclaim unused credits and issue prorated credits of the new plan for the remainder of the billing period.
3. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
4. For any upgrade or downgrade in plan level, you will automatically be charged the new rate on your next billing cycle.
5. Downgrading your Service may cause the loss of content, features, or capacity of your account. Venari will not be responsible for any liability related to such loss.

Term and Termination

1. This agreement commences on the date you first accept it and continues until all subscriptions hereunder have expired or have been terminated.
2. All of your content access will be immediately unavailable from the Service upon termination.
3. Venari, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Venari service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account. Venari reserves the right to refuse service to anyone for any reason at any time.

Modifications to the Service and Prices

1. Venari reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
2. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the https://venari.ai Site or the Service itself.
3. Venari shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Liability Disclaimers

The information, services and products available to you on this Web site may contain errors and is subject to periods of interruption. While the Company does its to maintain the information, services and products it offers on the Site, the Company cannot be held responsible for any errors, defects, lost profits, or other consequential damages arising from the use of this Web Site.

THE SITE PROVIDES THE INFORMATION, SERVICES AND PRODUCTS AVAILABLE ON THIS WEB SITE “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL VENARI INC. BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER, ARISING FROM THE USE OR PERFORMANCE OF THIS WEB SITE OR FROM ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH THIS WEB SITE, EVEN IF VENARI INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THIS WEB SITE, OR ANY PORTION THEREOF, YOUR EXCLUSIVE REMEDY SHALL BE TO CEASE USING THE WEB SITE. YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM THE SERVICE, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, DATA, RESULTS, INFORMATION AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICE.

EXCEPT SOLELY TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE EXCEED THE GREATER OF: (I) $50.00 OR (II) THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE SERVICE WITHIN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Proprietary Rights

Subject to the limited rights expressly granted hereunder, We and our licensors reserve all of our/their right, title and interest in and to the Services, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

Indemnity

You agree to indemnify, defend, and hold Venari Inc, its officers, directors, owners, agents and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site, the violation of this agreement by you, or the infringement by you, or other user of the message boards using your computer, of any intellectual property or other right of any person or entity, or any liability resulting from your negligence, misconduct, fraud, or misrepresentation. Venari Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Force Majeur

Our performance hereunder is subject to interruption and delay due to causes beyond its reasonable control including acts of God, acts of government, war, civil disorder, fire, power failure, equipment failure, labor dispute, inability to obtain necessary supplies, and the like.

Feedback

We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You can submit Feedback by emailing us at [email protected]. By submitting Feedback, you hereby grants to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Export Compliance, Anti-Corruption

The Services and other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit any users to access or use any Service in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with this agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

Warranty Disclaimers

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.

Indemnity

You will indemnify and hold Venari and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.

Limitation of Liability

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER Venari NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Venari OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
2. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL Venari'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO Venari FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO Venari, AS APPLICABLE.
3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Venari AND YOU.

Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution”, the exclusive jurisdiction for all Disputes (defined below) that you and Venari are not required to arbitrate will be the state and federal courts located in Marin County, CA, and you and Venari each waive any objection to jurisdiction and venue in such courts.

Dispute Resolution

1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Venari agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Venari are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
2. Exceptions. As limited exceptions to Dispute Resolution Section above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
   Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
4. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won't seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we'll pay all of our attorneys' fees and costs and won't seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.
5. Injunctive and Declaratory Relief. Except as provided in Dispute Resolution Section (b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
6. Class Action Waiver. YOU AND Venari AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties&aspos; Dispute is resolved through arbitration, the arbitrator may not consolidate another person&aspos;s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
7. Severability. With the exception of any of the provisions in Dispute Resolution Section (f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

General Terms

1. Reservation of Rights. Venari and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
2. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Venari and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Venari and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Venari's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Venari may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
3. Notices. Any notices or other communications provided by Venari under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
4. Waiver of Rights. Venari's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Venari. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact Venari at: