Terms & Conditions
Last Updated: May 5, 2023
Welcome to the VENTURE.co Platform (“Platform"), a platform made available by VENTURE.co Services, LLC, with offices located at 171 Battery Street, First Floor, Burlington, Vermont 05401. (“VENTURE.co” or “we” or “Our”) that enables investment sponsors, broker-dealers, investors and third-party service providers to unify the alternative investment subscription, fund control, investor relations processes. By using the Platform, you are agreeing to be legally bound by these VENTURE.co User Terms (the “Terms”) and all other operating rules, policies, and procedures that may be published on the Platform and you become a user of the Platform (“User” or “you” or “your”). If you do not agree with these Terms, you are not permitted to use the Platform and you should not register a User account with the Platform. If you accept these Terms but later decide that you want to terminate your User account, please contact support@venture.co, and we will verify and complete your request subject to the VENTURE.co Privacy Policy available at VENTURE.co Legal (https://venture.co/legal).
1. Eligibility for Use of the Platform. The Platform is only available to individuals who are at least eighteen (18) years old. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to agree to these Terms and any other operating rules, policies, and procedures that may be published on the Platform, and that all registration information you submit is truthful, accurate and complete.
2. Clients. Certain user account types, as defined herein, are eligible to become a Client (“Client”) by executing an Order with VENTURE.co.
3. User Account Types. User account types are assigned by eligibility. Users are responsible for providing truthful and accurate information for VENTURE.co or a Client to assign eligibility. Users are eligible for the following account type definitions.
3.1. “Affiliate” means an individual or an entity invited by a Client who is not a Member of the Client’s Organization, such as an independent contractor or third-party service provider for the Organization.
3.2. “Intermediary” means an organization that is a FINRA member broker-dealer, an investment advisory firm, or an otherwise qualified party. An Intermediary may be invited by a Client or VENTURE.co to become a User. An Intermediary may become a Client.
3.3. “Investors and Trusted Contacts” mean an individual or an entity invited by an Origination Party User or an Intermediary User. An Investor may not execute an Order to become a Client unless they are acting on behalf of an Intermediary or Origination Party.
3.4. “Origination Party” means an organization that issues securities. Origination Parties may include the managing broker-dealer and its affiliates, representatives, and employees, or affiliates of the issuer. An Origination Party User may be invited by a Client or VENTURE.co to become a User. An Origination Party may become a Client.
4. Organization. If your eligibility is as an Affiliate, an Intermediary User, or an Origination Party you are accessing the Platform on behalf of an organization (“Organization”), such as your employer or a company you work for or control, you become a User as a member of that Organization (“Member”). You represent and warrant that you have the legal authority to accept these terms in connection with your use of the Platform. A Member must also use the Platform in compliance with an Organization’s own terms and policies. A Member’s Organization may be able to access, disclose, restrict, or remove a Member’s data and to restrict or terminate a Member’s access to the Platform.
5. Email Address. You acknowledge that VENTURE.co will use the email address you provide when registering or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to VENTURE.co and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with VENTURE.co can only be authenticated if they come from your Primary Email Address.
6. Passwords. You are responsible for keeping your password secure. VENTURE.co will not be liable for any loss or damage from your failure to maintain the security of your account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.
7. Your Data. When you use the Platform, you provide VENTURE.co with data and information such as your name, contact information, organization and subject to invitation by a Client, information required to open an investment account with a Client (“Your Data”). You may authorize Clients or other Users to access Your Data in connection with the Platform. Subject to the VENTURE.co Privacy Policy available at VENTURE.co Legal (https://venture.co/legal) which is hereby incorporated by reference into these Terms, VENTURE.co has no rights to Your Data other than to provide the Platform to you and to enhance your use of the Platform. Recipients of Your Data that you authorize may access, view, download, and share Your Data, including in and through the Platform. You understand: (a) it is solely your choice to share Your Data; (b) VENTURE.co cannot control Users with whom you have shared Your Data and shall not be responsible for any use of Your Data by those Users; (c) you are solely responsible for Your use of the Platform, including any sharing of Your Data through the Platform. Certain data may be viewable by other Users with whom you collaborate and by the Organization that has authority to control a corporate email domain if you register as a User who is a Member of an Organization.
8. Other User’s Data. When you use the Platform, you may receive data and information from other Users (“Other Users’ Data”). Unless these Terms are modified by Client or Service-Specific Terms that the sender chooses to accept, you, as the recipient of the Other User’s Data, have no rights to such data other than for the purposes of the Platform and agree to treat Other User’s Data as Confidential Information.
9. Security of Your Data. VENTURE.co will maintain appropriate administrative, physical, and technical safeguards for protecting the security and integrity of Your Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Your Data.
10. Compliance with Laws. You agree to comply with all applicable laws and regulations relating to the use of this Platform. As a result, you are responsible for periodically reviewing the Platform for any changes and are advised to contact VENTURE.co or your legal advisor with any questions.
11. Termination. We may terminate your access to the Platform if we find that you have breached these Terms. Upon termination of your right to use the Platform, all licenses and other rights granted to you by these Terms will immediately terminate.
12. Communications. You agree that VENTURE.co may send communications to you via your mailing address, email or telephone number provided by you. You agree to notify VENTURE.co of any changes in your address or contact details. VENTURE.co may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. The use of an electronic version of documents fully satisfies any requirement that such documents be provided in writing. If you use the Platform, you represent that you can access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means.
13. Electronic Signatures. VENTURE.co provides you with a legally binding signature solution for document execution. The Platform complies with the requirements of the U.S. Electronic Signature in Global and National Commerce Act of 2000 (ESIGN), and the Uniform Electronic Transactions Act (UETA) regarding electronic signatures and transmissions, thus making legally binding. These laws grant eSignatures the same status as physical signatures. To provide you with a comprehensive transaction history trail that is court-admissible, we track and timestamp various information from the moment the document is submitted for signature to when it is completely signed and secured, such as IP information and user information. By accepting these Terms, you are agreeing to these legally binding laws.
14. Intellectual Property, Copyrights, Trademarks. All content and images on the Platform are either the property of VENTURE.co or used with permission by VENTURE.co. The use of the content or images by you or anyone authorized by you, is prohibited unless specifically permitted by these Terms or provided elsewhere on the Platform. Nothing on this Platform should be construed as granting any license or right to use the trademarks without written permission of VENTURE.co or such third party owner of the trademarks. Your misuse of the Trademarks, or any other content, except as provided in these Terms, is strictly prohibited.
15. Disclaimer of Liability. Your use of the Platform is solely at your own risk. To the fullest extent permissible by law, in no event shall VENTURE.co, its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory arising out of your access to, or use of, the Platform. Without limiting the foregoing, everything on the Platform is provided to you “as is,” “as available,” and “when available” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or noninfringement. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. VENTURE.co assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Platform or your downloading of any materials, data, text, images, video, or audio from the Platform.
16. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VENTURE.CO OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF PROFITS, REVENUE OR INCOME, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR THE USE OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VENTURE.CO’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS, WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO HUNDRED DOLLARS ($200).
17. Third-Parties. The Platform may contain links to third party websites or services (“Third-Parties or Third Party”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by VENTURE.co of any information, materials, products, or services contained in or accessible through any Third-Party. In no event shall VENTURE.co be responsible for the information contained on any Third-Party website or service or your use of or inability to use any Third-Party website or service. You acknowledge and agree that VENTURE.co shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any thirdparty website or service. YOU AGREE THAT ACCESS TO THIRD-PARTIES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON A THIRD-PARTY WEBSITE OR AVAILABLE THROUGH THIRD-PARTY SERVICES, IS SOLELY AT YOUR OWN RISK AND DISCRETION. Your access and use of the Third-Party websites and services are governed by the terms of use and privacy policies of these Third-Parties. VENTURE.co strongly encourages you to carefully review those terms and policies of any Third-Party from which you access through the Platform.
18. No Professional Advice. You acknowledge and agree that, while some of the content on the Platform may relate to or include information regarding legal, tax, investment, or accounting matters, VENTURE.co is not providing professional advice to you. The availability of any Issuer on the Platform does not constitute endorsement by VENTURE.co or representation of the quality of any potential investment in such offerings.
19. Modifications. We may occasionally update these Terms. When we do update these Terms, we will also revise the “Last Updated” date at the top of these Terms. If we make changes to these Terms on the Platform and we may also send emails to our users who have created an account containing a link to the revised Terms. If you continue to use the Platform after we post an update to these Terms, you indicate your acceptance of the updated Terms. If you disagree with the modified Terms, you should stop using the Platform.