Updated February 15, 2023

    Thank you for visiting the Terms of Service (the “Terms of Service” or “Terms”) of Venelite LLC, a Delaware limited liability company (referred to herein as “VENELITE”, “Company”, “we”, “us” or “our”). The Terms of Service are applicable to Company as well as any of its current or future subsidiary companies, or any successors or assigns (in each, to the extent applicable, referred to herein as an “Affiliate”). Unless otherwise noted herein, “Company” includes all Affiliates as applicable. The Terms of Service are important and affect your legal rights, so please read them and our Privacy Policy and other terms referenced in this document carefully.

  1. Introduction

    This is a legal agreement between you (referred to herein as the “User”, “you” or “your”) and Company. The Terms of Service govern the activities and information available on our website, including our investment services and the content, services, and/or products provided through our Site and Mobile Application (as defined below) (collectively, the “Services”). We maintain these Services to permit certain eligible persons to independently connect with potential investment opportunities. By accessing or using our website at www.venelite.com, including any subdomain or successor site thereof (collectively, the “Site”), or by downloading our Mobile Application (collectively, the “App”) through your device’s respective “app store”, you affirmatively acknowledge that you have read, understand and agree to be bound by the Terms of Service, regardless of whether you are a Registered User (see defined below). Your agreement with us includes these Terms of Service and our Privacy Policy (together, the Terms of Service, Privacy Policy, the terms of services and privacy policies of all third party providers / partners of the Company, including Dwolla’s Terms of Service and Privacy Policy, and any additional terms that you agree to from time to time, are referred to together as the “Agreements”). If you wish to review the terms of the Agreements, the effective version of the Agreements can be found or linked to on our Site. If you do not agree with (or cannot comply with) the Agreements, then you may not use or access the Services. Further, in the event you violate the Agreements or violate any other agreement between you and us, the Company may terminate your User Account (defined below), delete your User Account and any content or information that you have posted with the Services and prohibit you from using or accessing the Services (or any portion, aspect or feature of the Services or the Site), at any time in its sole discretion, with or without notice. USERS AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT THEY ARE ENDORSED BY, EMPLOYED BY, OR ACTING AS AN AGENT TO VENELITE, INCLUDING, WITHOUT LIMITATION, BY INAPPROPRIATELY USING ANY INTELLECTUAL PROPERTY OF VENELITE. USERS ACT EXCLUSIVELY ON THEIR OWN BEHALF AND FOR THEIR OWN BENEFIT, AND NOT ON BEHALF OF VENELITE. BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF SERVICE, ALL OTHER POLICIES AND PROCEDURES POSTED ON THE SITE, AND EACH OF THE AGREEMENTS. IF YOU DO NOT AGREE TO BE BOUND BY SUCH AGREEMENTS, THEN YOU MUST IMMEDIATELY CEASE ACCESSING, BROWSING OR OTHERWISE USING THE SITE, THE APP AND THE SERVICES.

  2. Modification to the Terms and Services

    We may make changes to these Terms from time to time, at our sole discretion. If we do this, we will post the changed Terms on the Site and will indicate at the top of this page the date the Terms were last revised. It is your responsibility to check the Terms periodically for changes. You understand and agree that your continued use of the Services after we have made any such changes constitutes your acceptance of the new version of the Terms. The Services we offer are designed for our Registered Users (defined below) to gain access to investment opportunities. The Services we offer may change, be modified, and/or be discontinued, at any time and without notice, at our sole discretion.

  3. Eligibility; Registration of User Account

    The Services are not available to persons who are not at least the legal age of majority in the jurisdiction in which they reside or are located. In the United States, the legal age of majority is 18 years old. If you reside in a jurisdiction which restricts the use of the Services because of age, or restricts the ability to enter agreements such as this one due to age, you must abide by such age limits and you must not use the Services. If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity, its end users and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity, its end users and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services. In order to access certain Services, you must meet certain criteria and register to create an account (each a “User Account”; and each holder of a User Account is referred to as a “Registered User”). By registering and creating a User Account, you represent and warrant that you are legally entitled to register a User Account and have met all requirements set forth by the Company. All or a portion of our Services may be available only to certain authorized, qualified Registered Users. As a result thereof, such portions of our Services and the Site may not be available in all jurisdictions or to all Users. Your use of the Services or the Site constitutes your affirmative acknowledgment that you are not in violation of the laws of your country of residence and a waiver of the protection of any local non-U.S. laws. To open a User Account you must meet and initially self-certify the following criteria and represent and warrant that you meet the definition as an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (such persons being “Accredited Investors”). Further, you must meet the following criteria and represent and warrant that you: (1) are not currently restricted from registering for, using, or accessing the Services under the applicable local or state laws of your jurisdiction of residence or are not otherwise prohibited from having a User Account; (2) are not a competitor of VENELITE nor are you using the Services for reasons that are in competition with VENELITE; (3) will only maintain one User Account at any given time; and (4) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

  4. Association with a Broker-Dealer

    You certify that you are not employed by or registered, or otherwise, affiliated, with a broker-dealer or other employer whose consent is required to open and maintain a User Account.

  5. Accredited Investors; Qualified Purchaser; Qualified Client

    To invest in offerings conducted under Regulation D of the Securities Act of 1933, as amended, the User must be an Accredited Investor. In some cases, you may be required to provide supporting documents to VENELITE and/or to individual issuers that provide proof that you are an Accredited Investor. Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for VENELITE to immediately discontinue your User Account by preventing your access to the Services. To qualify as an Accredited Investor, individuals must be an Accredited Investor as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended. As defined therein, Accredited Investors generally include: (i) Any individual whose net worth, or joint net worth with his or her spouse exceeds $1,000,000, not including the value of such individual’s primary residence; and (ii) any individual whose income exceeded $200,000 in each of the two most recent years, or whose joint income with his or her spouse exceeded $300,000 in each of those years, and who reasonably expects an income reaching the same level in the current year. In some cases, you may be required to provide supporting documents to VENELITE and/or to individual issuers that provide proof that you are a Qualified Purchaser. To qualify as a Qualified Purchaser, individuals must be a Qualified Purchaser as defined in the Investment Company Act of 1940. As defined therein, Qualified Purchasers generally include any natural person who owns not less than $5,000,000 in investments. In some cases, you may be required to provide supporting documents to VENELITE and/or to individual issuers that provide proof that you are a Qualified Client. To qualify as a Qualified Client, individuals must be a Qualified Purchaser as defined in the Investment Company Act of 1940. As defined therein, Qualified Purchasers generally include: (i) an individual that, after contracting with the fund, has at least $1 million under the management of the applicable investment adviser, (ii) an individual that the manager of the applicable fund reasonably believes, immediately after contracting with the fund, has a net worth greater than $2 million (jointly with a spouse if applicable), excluding the value of the individual's primary residence and any indebtedness thereto, or (iii) an individual that the adviser reasonably believes is a Qualified Purchaser (see above).

  6. Non. U.S. Persons

    Persons who are residents outside of the United States are allowed access to the Services only if such access does not violate the laws of their country of residence. Our Services that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where VENELITE is not authorized to provide such information or Services.

  7. Investment Matters


  8. Securities Law Disclosures

    You are urged to review our full disclosure and, the extent applicable, any offering circulars with respect to investment opportunities made available through the Site.

  9. Unauthorized Use of Your User Account

    You are responsible for maintaining the confidentiality of your password and User Account and are fully responsible for any and all activities that occur under your password or User Account. You agree to (a) immediately notify us of any unauthorized use of your password or User Account or any other breach of security, and (b) ensure that you exit from your User Account at the end of each session when accessing the Services. You agree that you are responsible for all activities that occur under your User Account, whether or not you know about them. We will not be liable for any loss or damage arising from your failure to comply with this section.

  10. Removal / Suspension of Your User Account; Accuracy of User Information

    We reserve the right to remove and/or suspend your User Account at any time without notice, with or without cause (in each case, a “Removal”). In the event of a Removal, you retain no rights to your Registered User Content (as defined herein) and/or the access thereto. You must not use the Services for any unlawful purpose. All information you provide through your User Account must be truthful, accurate and current. You shall correct any information that is no longer accurate or current. You must not use the Services to “stalk” or otherwise harass another User or any other person or entity. You must not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity. If you inappropriately use your User Account, we may remove and/or suspend it. You agree that the Company will not be liable to you or any third party for any Removal of your User Account.

  11. Prohibited Conduct

    Our Services contain confidential information (“Confidential Information”), much of which pertains to the investment opportunities referenced on the Site or App. Confidential Information includes all technical and non-technical data. You agree that all Confidential Information will be kept in confidence and that you will only use the Confidential Information for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. These restrictions will not apply to Confidential Information to the extent it: (a) was in the public domain at the time of disclosure; (b) became publicly available after disclosure without breach of this Agreement (c) was lawfully received from a third party without such restrictions; (d) was known to you without such restrictions prior to your access to it via our Site; (e) was independently developed by you without breach of this Agreement; (f) was generally made available to third parties by the Company without such restriction; or (g) is a disclosure required by applicable law. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable law, rules or regulations, and you hereby agree that by using the Services you will not post or transmit any of the following materials on or through the Services:

    • use the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other party’s use and enjoyment of the Services;
    • attempt to gain unauthorized access to the Site, the Services, or the computer systems or networks connected to the Services through hacking, password mining or any other means;
    • create User Accounts by automated means or under false or fraudulent pretenses (including through the use of “Bots”);
    • utilize any data provided on the Services (including third party provided data) for purposes other than evaluating listed investment opportunities;
    • transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
    • defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
    • upload, post, email or transmit, or otherwise make available through the Services any inappropriate, defamatory, infringing, obscene, or unlawful content;
    • upload, post, email or transmit, or otherwise make available through the Services any content that infringes on any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
    • upload, post, email or transmit, or otherwise make available through the Services any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
    • run Mail list, Listserv, or any form of auto-responder or “spam” on the Services;
    • use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Services, including to engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
    • interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services, including to utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over the Site’s pages, or otherwise affect the display of the Site’s pages;
    • download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;
    • impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
    • remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
    • use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about its Users for any unauthorized purpose;
    • submit content that falsely expresses or implies that such content is sponsored or endorsed by the Company, any of its affiliates or any third parties;
    • use the Services for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue-sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions to the extent applicable);
    • promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
    • share or disclose with anyone any information obtained through the Services about any investment opportunities referenced on the Site or the App; or
    • use the Services for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other Users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other Users.
  12. Voluntary User Account Cancellation

    You may cancel your User Account at any time by following the account cancellation instructions on the Site and/or the App. Upon cancellation, you shall no longer have access to your User Account and any related content. If you are a User and have invested in opportunities made available through the Site and/or the App, you will still be required to make annual payments as otherwise agreed to hereunder and in the applicable documents related to your particular investment(s). Upon any removal, termination, discontinuation, suspension, or cancellation of your User Account, the following provisions of the Terms of Service shall survive: Securities Offerings; No Professional Advice Provided; Proprietary Rights in Site Content; Limited License; Disclaimers; Limitation of Liability; and this section on Survival.

  13. Notice of Security Breach

    If you discover or are notified of a breach or potential breach of security with respect to any personally identifiable information provided or made available to VENELITE, you shall immediately (i) notify VENELITE in writing at info@venelite.com of such breach or such potential breach and (ii) if the applicable data was in your possession or control, including, without limitation, in instances where such possession or control was permitted by these Terms at the time of such breach or potential breach, you shall immediately (a) investigate such breach or such potential breach, (b) inform VENELITE in writing at info@venelite.com of the results of such investigation, (c) assist VENELITE using commercially reasonable efforts in maintaining the confidentiality of such information, and (d) assist VENELITE as reasonably necessary to enforce VENELITE’s rights and to enable VENELITE to comply with any state or federal law (or, if applicable, the relevant laws of a foreign jurisdiction) requiring the provision of notice of any security breach with respect to any personally identifiable information of the affected or impacted data subjects.

  14. Privacy Policy

    In our Privacy Policy, we outline in detail our use and collection of information from our Users, and how such information is utilized. To the extent there are inconsistencies between these Terms and our Privacy Policy, the Terms control. All personal information provided to us as a result of your use of the Services will be handled in accordance with our Privacy Policy. By using the Services, you are consenting to have your personal data transferred to and processed by us in the United States.

  15. No Professional Advice Provided

    None of the information contained on the Site or provided through the Services constitutes a recommendation, solicitation or offer by Company, its affiliates or third-parties to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. All information contained in the Site, App and Services has been prepared without reference to any individual User’s investment requirements or financial situation. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where Company is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services and all content, services and features available through the Services are intended for informational purposes only. They are not intended to substitute for professional investment, financial or legal advice. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR INVESTMENTS. VENELITE DOES NOT ENDORSE ANY INVESTMENT OPPORTUNITIES AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHERS (INCLUDING OTHER USERS). YOU AGREE THAT VENELITE AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, AND EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHERS (INCLUDING OTHER USERS).

  16. Proprietary Rights in Site Content; Limited License

    All content on our Services, including but not limited to designs, data, statistics, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Service Content”), is our proprietary property with all rights reserved. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written consent, except that, if you are eligible for use of the Services, you are granted a limited license to access and use the Services and to download or print a copy of any portion of the Service Content solely for your personal use and non-commercial purposes, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not republish Service Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Service Content is strictly prohibited. Any use of the Services or the Service Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including but not limited to copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.

  17. Linked Sites

    The Services may contain links to third party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by the Company of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall the Company be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access and use of Linked Sites, including the information, material, products, and services on Linked Sites or available through Linked Sites, is solely at your own risk. Your access and use of the Linked Sites are governed by the terms of service and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.

  18. Registered User Content

    The Services may allow you and other Registered Users to submit, post, transmit and share content with other Registered Users. You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements, testimonials, or other content) that you upload, publish, provide or display (hereinafter, “post”) on or through the Services or the Site, or transmit to or share with other Registered Users (collectively, the “Registered User Content”). Unless otherwise affirmatively agreed to, it is against the Terms of Service to contact sponsoring venture capital funds or operating companies directly or to attempt to enter into any transactions with such persons or entities outside of the Services. You understand and agree that we may, but are not obligated to, review and delete or remove (without notice) any Registered User Content in our sole discretion, including without limitation, Registered User Content that in our sole judgment violates the Agreements, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others. By posting Registered User Content to any part of our Services, you automatically grant, and you represent and warrant that you have the right to grant us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Registered User Content for any purpose on or in connection with the Services or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Registered User Content, and to grant and authorize sublicenses of the foregoing. You may remove your Registered User Content from the Site at any time. If you choose to remove your Registered User Content, the license granted above will not expire. You acknowledge and agree that we may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal processes, applicable laws or government requests; (b) enforce the Agreements or any of them; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the Company, its Users and the public. You understand that the technical processing and transmission of the Services, including your Registered User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

  19. Feedback

    Although we do not claim ownership of Registered User Content you post using the Services, the feedback you provide to us through the Services will be and remain our exclusive property. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your feedback, including all copyrights and other intellectual property rights in your feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any feedback that you do not wish to assign to us.

  20. Third-Party Applications

    The Services may be integrated with third party applications, websites, and services (“Third Party Applications”) to make content, products, and/or services available to you. The inclusion of any Third Party Applications is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by the Company of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall the Company be responsible for the information contained on any Third Party Application or your use of or inability to use any Third Party Applications. Access and use of Third Party Applications is solely at your own risk. Third Party Applications may have their own terms of service and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms of service and privacy policies. In order to use the payment functionality of our application, you must open a Dwolla’s Terms of Service and Privacy Policy. Any funds held in or transferred through the Dwolla Account are held or transferred by Dwolla’s financial institution partners as described in the Dwolla’s Terms of Service. You authorize VENELITE to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data.

  21. Intellectual Property Rights

    We exclusively own all rights, title and interest in and to the Site Content, including all associated copyrights, trademark rights, and intellectual property rights of any kind. By accessing the Site, and utilizing the Services, you agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site and Services.

  22. Copyright Infringement Reporting

    We comply with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website here. Please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to VENELITE’s designated copyright agent, if applicable (“VENELITE’s Designated Copyright Agent”): info@venelite.com. Upon receipt of the Notice as described below, we will take whatever action, we, in our sole discretion, deem appropriate, including removal of the challenged material from the Service. If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Services infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing VENELITE’s Designated Copyright Agent with the following information in writing (see 17 U.S.C § 512©(3) for further detail):

    • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    • Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works;
    • Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit Company to locate the material;
    • Information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
    • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  23. Our Fees

    You agree to pay VENELITE the applicable fees (the “User Fees”) indicated on the Site and/or App for the Services used. Unless otherwise communicated by the Company (either through email or posted on the Site or App), User Fees will be charged on a monthly or annual basis and will cover your use of the Services for the period(s) specified in your User Account. User Fees are non-refundable. Automatic Renewal Unless you notify VENELITE at least seven (7) calendar days prior to the end of the applicable subscription period that you want to cancel a subscription, your then-current subscription with VENELITE will automatically renew and you authorize VENELITE to collect the then-applicable User Fees for such subscription (as well as any taxes) using any method of payment we have on record for you as specified in your User Account information. Refunds All User Fees are non-refundable; provided, however, that User requests for refunds will be reviewed and determined on a case-by-case basis. VENELITE reserves the right, in its reasonable discretion, to refuse to refund User Fees. Please submit all refund requests to info@venelite.com.

  24. Consent to Electronic Communications, Transactions and Disclosures

    Because VENELITE operates largely on the Internet, it is necessary for you to consent to transact business with us online and electronically. Before you decide to do business electronically with VENELITE, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Chrome 99.0.4844 or above or the equivalent software; and hardware capable of running this software or the App. By using the Services, you consent to receiving electronic communications, either via our Services or to the email address you provide to us, from us or our Affiliates. These communications will include notices about your User Account and information concerning or related to the Services. These communications are part of your relationship with us and you receive them as part of being a Registered User. You agree that any notice, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including but not limited to, any requirements that such communications be in writing. VENELITE processes Electronic Funds Transfers (EFTs) as an efficient method to receive electronic deposits from Users, to make purchases and redemptions, and to issue refunds to Users. EFTs are processed through the vehicles described below:

    • The Automated Clearing House (ACH)
    • The Fedwire
    • Credit Card

    This section covers you and our rights and responsibilities concerning the EFTs services offered to you by VENELITE. EFTs are electronically initiated transfers of money from your bank account or credit card account, which you utilize the Services to initiate, and which allow you to participate in the VENELITE’s Services. By using any Services, you agree to the terms and conditions in this Agreement and any amendments for the EFTs services offered. In order to use certain Services that may be available on the Site and/or the App, you must provide account information for at least one valid payment method. You hereby authorize VENELITE, to run payment authorizations on all payment methods provided by you, to store credit card and banking or other financial details as your method of payment consistent with our Customer Privacy Policy, and to charge your credit card (or any other payment method) for the Fees and any other amounts owed under the Agreement. To the extent permitted by applicable law and subject to our Customer Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your payment method information. By providing payment method information through the Site and authorizing payments with the payment method, you represents, warrants, and covenants that: (a) you are legally authorized to provide such information; (b) you are legally authorized to make payments using the payment method(s); (c) if you are an employee or agent of a VENELITE or person that owns the payment method, you are authorized by the VENELITE or person to use the payment method to make payments; and (d) such actions do not violate the terms and conditions applicable to your use of such payment method(s) or applicable law. It may be necessary for the Company to work with third party payment / financial services partners, in which case you authorize us to share your identity, bank account data, and credit card account data with Plaid or another third party payment processor selected in the Company’s reasonable discretion. As part of doing business with VENELITE, you must also consent that we provide you with certain disclosures electronically, either via our Services or to the email address you provide to us. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, arising from or relating to your registration as a User, any investments you may make, your use of these Services, and the servicing of any investment you may make (each, a "Disclosure"), from VENELITE, or any service provider we may use. An IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to the U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an "IRS Form 1099"). The decision to do business with VENELITE electronically is yours. This document informs you of your rights concerning Disclosures. Your consent to receive Disclosures and transact business electronically, and our agreements to do so, applies to any transactions to which such Disclosures relate, between you and VENELITE or between you and any service provider we may use. Your consent will remain in effect for so long as you are a Registered User and, if you are no longer a Registered User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a Registered User have been made. You may not withdraw such consent as long as you have any outstanding investments made through our Services. You also expressly consent to receiving calls and messages, including auto-dialed and pre- recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry. If you are accessing our Service and the Disclosures electronically via a mobile device (such as a smartphone, tablet, iPad, etc.), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective app store. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.

  25. Compliance with Subpoenas and Legal Request

    We will comply with all county, state, and federal court subpoenas and government subpoenas related to the production of records from use of the Site and Services, including all Registered User Content.

  26. Updates

    You must keep us informed of any change in your email address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a Registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by email at info@venelite.com. You may also reach us in writing at info@venelite.com.

  27. User Disputes

    The Privacy Policy is part of our Terms of Service and discloses the type and nature of information we collect and how we use it, as well as the choices you can make about the way your information is collected and used. We also explain how any requests for personal or personally identifiable information will be used. Finally, we present our security policy, which outlines how your personal information is protected. Each time you access, use, register with, or browse our Services you expressly consent to VENELITE’s then-current Privacy Policy, and the policies and practices described therein.

  28. Disclaimers

    YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. We do not guarantee the accuracy of any Registered User Content or third-party content. Although we provide rules for Registered Users conduct and postings, we do not control and are not responsible for what Registered Users post on the Services and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Service or in connection with any Registered User Content or third party content. We are not responsible for the conduct, whether online or offline, of any User of the Site or Services. We cannot guarantee and do not promise any specific results (relating to investment opportunities or otherwise) from the use of the Site and/or the Services. The Site, the App and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Registered User communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Services. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any Registered User Content posted on or through the Site or the Services or transmitted to Registered Users, or any interactions between Users of the Services, whether online or offline. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.

  29. Limitation on Liability

    Except as may otherwise be provided by law, we will not be liable to you for (i) honest or inadvertent mistakes in judgment or for losses due to those mistakes, or for any other loss or damage arising out of or based upon any act or omission by us, including our effecting or failing to effect any transaction, unless we have knowingly violated any applicable law or are found in a proceeding to have been grossly negligent or to have engaged in willful misconduct; (ii) any loss arising from our adherence to your instructions; or (iii) any act or failure to act by any third party. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that you have under those laws.

  30. Governing Law; Arbitration

    By visiting or using the Site and/or the Services, you agree that the laws of the State of Delaware without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Service. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Terms of Service, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in the San Francisco, California (unless otherwise determined by the Company in its sole discretion). Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either we or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

  31. Indemnification

    You agree to indemnify and hold us and our employees, representatives, agents, attorneys, affiliates, directors, employees, officers, managers and shareholders (the “Indemnified Parties”) harmless from any damage, loss, cost or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought or asserted against any of the indemnified parties: alleging facts or circumstances that would constitute a breach of any provision of the Agreements by you; arising from, related to, or connected with your comments, your use of the Service, or your violation of any rights of another. If you are obligated to provide indemnification pursuant to this provision, we may, in our sole and absolute discretion, control the disposition of any claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise or in any other manner dispose of any claim without our express written consent.

  32. Miscellaneous

    Entire Agreement These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the use of the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such. Severability Any part, provision, representation or warranty of these Terms which is prohibited, or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Assignment You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We 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. Notice Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting of the updated Terms to the website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. For notices posted, the date of posting shall be the date of transmittal. Waiver Our 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 our duly authorized representative. 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. Headings Section titles in these Terms are for convenience only and have no legal or contractual effect. Contacting Us If you have any questions about this Site, the App, Services or these Terms, please contact us at info@venelite.com.