Venturu Terms of Use

Last Updated: October 26, 2023

These Venturu Terms of Use (the "Agreement") govern your use of the Venturu website, online applications, mobile applications, and any other related products and services (collectively, the "Service") provided by Venturu, Inc. ("Venturu," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by the terms and conditions of this Agreement. If you do not agree, please discontinue use of the Service immediately.

Definitions

"Platform-Assisted Listings" means business listings created, populated, or enhanced through any of Venturu's automated or semi-automated systems, including but not limited to:

• AI-powered document processing (Import Listing feature)
• Integration with Multiple Listing Services (MLS)
• Partnerships with business listing platforms
• Data import tools or APIs
• Any other system that processes user-provided documents or data to generate or populate listing content

1. Scope of the Service

1.1 Nature of Venturu

Venturu provides a platform for:

• Listing Small and Medium-Sized Businesses (SMBs). Business owners or authorized representatives can post their businesses for sale.

• Facilitating Listing Creation. Users can create listings manually or utilize Platform-Assisted Listings, which help generate listings from various data sources and documents provided by the user.

• Connecting Buyers and Sellers. Potential buyers can browse and inquire about SMB listings.

• Working with Agents and Brokers. Agents or brokers may be involved in listing services or in representing buyers or sellers in transactions.

• Providing Valuation Estimates. Offering tools that provide automated business valuation estimates for informational purposes.

1.2 No Guarantee of Transactions

Venturu is not a broker, escrow officer, lender, attorney, or financial advisor. We do our best to ensure that listings are as authentic as possible, but we cannot guarantee the accuracy of any listing (including Platform-Assisted Listings), the authenticity of any offer, or the eventual sale or purchase of any business. Always seek advice from qualified professionals (e.g., financial advisors, attorneys, tax consultants) before making any business or legal decisions.

1.3 No Financial, Legal, or Appraisal Advice

All content on our Service, including any business valuation estimates provided by our tools, is for informational and guidance purposes only. Such estimates are not formal appraisals and should not be considered a substitute for a professional valuation conducted by a qualified appraiser, nor do they constitute legal, financial, or other professional advice.

Venturu does not guarantee the accuracy, completeness, or applicability of any valuation estimate to your specific circumstances. You acknowledge that any reliance on the Service, its content, or its valuation estimates is solely at your own risk, and you should always seek advice from qualified professionals (e.g., financial advisors, attorneys, certified appraisers, tax consultants) before making any business, legal, or transactional decisions.

2. Eligibility and Accounts

2.1 Eligibility

You must be at least 18 years old to use the Service. By accessing or using the Service, you represent and warrant that you meet this requirement. If you do not meet this requirement, you must discontinue use of the Service immediately.

2.2 Account Registration

Some features of the Service require creating an account. You agree to:

• Provide accurate, current, and complete information.
• Keep your login credentials confidential.
• Take full responsibility for activities under your account.

2.3 Types of Users

• Sellers / Owners: May list businesses for sale, provided they have legal authority or explicit permission to do so.
• Buyers: May browse listings, submit inquiries, and communicate with sellers or agents via our platform.
• Agents / Brokers: Must be properly licensed in the jurisdictions where they operate and must comply with all local, state, and federal regulations regarding their profession.

2.4 Agent Representations

If you are an agent or broker using the Service, you represent and warrant:

• You hold a valid, active license in the relevant jurisdiction(s).
• You will comply with all licensing board regulations and ethical guidelines.
• You will only list a business for sale if you have the legal right or a formal agreement with the business owner.

3. Business Listings

3.1 Accuracy of Information

• You are solely responsible for ensuring all information in your listings (including financial data, operating history, etc.) is complete, accurate, and up to date. This responsibility extends to any Platform-Assisted Listings; you must review, verify, and approve all such information before publishing.

• Venturu makes efforts to screen or request documentation, but we do not independently verify all listing information, including content derived from Platform-Assisted Listings. We cannot guarantee its accuracy.

3.2 Listing Authorization and Content Rights

• By creating a listing, you warrant that you own or have lawful authority to represent the SMB.

• If you use Platform-Assisted Listings, you represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to upload any documents or provide any data ("Source Materials") for processing, and to authorize Venturu to use such Source Materials to extract information and generate a listing on your behalf.

• You further represent and warrant that the Source Materials and their use by Venturu as authorized by you do not and will not infringe upon, misappropriate, or violate any third party's intellectual property rights (including copyrights, trademarks, patents, trade secrets), rights of privacy or publicity, or any other proprietary or legal rights, nor violate any applicable laws or regulations.

• Unauthorized listings, or listings created from Source Materials uploaded without proper authorization, are strictly prohibited and may result in immediate account suspension or termination, and potential legal action by rights holders.

3.3 Sensitive and Confidential Data

• If you upload sensitive business data (e.g., financials, trade secrets), including within Source Materials for Platform-Assisted Listings, Venturu will not use this data for advertising or promotional purposes beyond what is necessary to create and display your listing as directed by you.

• You may choose to display certain information publicly or restrict it behind a Non-Disclosure Agreement (NDA).

• However, Venturu is not liable for any user's misuse of information accessed via your listing, regardless of how that information was populated into the listing.

3.4 Prohibited Content

Your listings and related content, including any Source Materials and the content derived therefrom via Platform-Assisted Listings, must not:

• Infringe on third-party intellectual property rights.
• Be deceptive, fraudulent, or defamatory.
• Contain unlawful, discriminatory, harassing, or offensive material.
• Violate any applicable local, state, federal, or international laws.
• Contain content copied or scraped from other websites or sources if you do not have the explicit right to use and republish such content.

3.5 Responsibility for Platform-Assisted Content

• Platform-Assisted Listings are provided as convenience tools. While Venturu's systems attempt to accurately extract and format information from your Source Materials, you are solely responsible for reviewing, editing, and confirming the accuracy, completeness, and appropriateness of all content in any Platform-Assisted Listing before it is published on the Service.

• Venturu disclaims all liability for any errors, omissions, inaccuracies, or misrepresentations in Platform-Assisted Listings. Any reliance on the automated output of Platform-Assisted Listings without your diligent review and verification is at your own risk.

3.6 Removal of Listings

Venturu reserves the right to remove or modify any listing at any time, for any reason, including:

• Violations of this Agreement or our policies.
• Complaints by other users or third parties (e.g., regarding copyright infringement or data inaccuracy).
• Potential legal or regulatory concerns.
• Failure to respond to requests for documentation regarding authenticity or ownership of listing content or Source Materials.

4. Listing Syndication and Partner Network

4.1 Purpose of Syndication

To maximize the visibility of your business listing and help generate more potential buyer inquiries, Venturu operates a partner advertising network. This is a core part of our marketing tools and value-add service. Unless you opt out, you agree that your listing may be distributed, shared, and displayed on third-party websites, applications, and platforms ("Partner Network") with which Venturu has an agreement.

4.2 Content Shared with the Partner Network

The information we share with our Partner Network is generally limited to the public-facing content of your business listing. This may include:

• The business description, location (city/state), and asking price.
• Photos and videos you have uploaded.
• Publicly available financial summaries.
• The name, company, and basic contact information of the designated agent or broker, if applicable, for lead collection purposes.

4.3 Partner Obligations and Limitations

We require our partners to use the syndicated listing information for the sole purpose of displaying the listing to their audience and facilitating lead generation. Our partners are contractually obligated to provide attribution to Venturu as the original source, which may include displaying the Venturu logo. Our partners are also prohibited from using your listing data for any other purpose, such as altering your listing content (beyond formatting it for display), data mining, or reselling the information. To see a current list of our official partners, please visit https://www.venturu.com/partners.

4.4 Opting Out of Syndication

You have control over where your listing appears. During the business listing process, you will have the option to opt out of having your listing shared with our Partner Network. If you choose to opt out, your listing will only be displayed on Venturu's own platform.

4.5 No Endorsement or Liability for Partners

While we select our partners carefully, Venturu does not control and is not responsible for the operation, content, privacy policies, or practices of any third-party websites or services in our Partner Network. Your interactions with these partner sites are subject to their own terms and policies. We make no guarantees regarding the performance or results from any specific partner site.

5. Agent and Advertising Services

5.1 Optional Agent Representation

Sellers may list their SMBs independently or hire a third-party agent/broker. Buyers may also engage buyer's agents. Venturu does not endorse any particular agent or broker, nor guarantee the quality or outcomes of their services.

5.2 Leads and Inquiries

• Venturu may forward buyer inquiries or "leads" to sellers or agents.
• We do not guarantee the number, quality, or financial capability of leads.

5.3 Paid On-Platform Advertising

• Venturu may offer paid advertising programs for agents, brokers, or sellers to enhance their visibility on the Venturu Service itself (e.g., featured listings, targeted ads).
• By purchasing advertising, you agree to pay all applicable fees, as displayed at checkout or in your advertising agreement.
• Venturu does not guarantee any specific ROI, number of impressions, clicks, or engagements from paid advertising.

5.4 Automatic Renewal and Cancellation

• Advertising packages may automatically renew monthly unless you cancel prior to renewal.
• Cancellation requests must be made in writing, or via your account settings, and take effect at the end of the current billing cycle.
• Prepaid amounts are typically non-refundable unless required by law or stated otherwise in the specific advertising contract.

5.5 Early Termination Fees

• If an advertising subscription includes an initial term, early termination may result in an early termination fee.
• Specific details are outlined in your advertising agreement or order form.

6. Automated Advertising Services (Venturu Ad Campaigns)

6.1 Service Description

Venturu may offer an automated advertising service ("Ad Campaigns") to promote your business listing on third-party platforms like Meta (including Facebook and Instagram). This service uses our technology and artificial intelligence (AI) to create, manage, and optimize advertising campaigns on your behalf.

6.2 Campaign Budget and Payment

You can fund your Ad Campaign by topping up a budget through the Service. This budget is a prepaid, non-refundable advertising spend. You authorize Venturu to use these funds to pay for the advertising costs incurred on the third-party platforms. Any unused portion of the budget at the end of a campaign or upon cancellation is non-refundable.

6.3 Ad Creation and Optimization

By using the Ad Campaigns service, you grant Venturu and our automated systems the authority to:

• Create ad content using information and images from your business listing.
• Select target audiences and ad placements.
• Manage bids and continuously optimize the campaign to improve performance based on our internal metrics.

6.4 No Performance Guarantees

While we aim to create effective campaigns, Venturu does not guarantee any specific results from Ad Campaigns. This includes, but is not limited to, a specific number of impressions, clicks, leads, or the eventual sale of your business. Advertising performance is subject to many external factors beyond our control.

6.5 Third-Party Platform Compliance

All Ad Campaigns are subject to the advertising policies and terms of the respective third-party platforms (e.g., Meta's Advertising Policies). Venturu cannot guarantee that any ad will be approved by these platforms. If an ad is rejected, we may attempt to modify it for compliance, but we are not liable if a campaign cannot run due to third-party policy restrictions.

7. Payments and Fees

7.1 Service Fees

Certain features on the Service (e.g., premium listings, advertising, Ad Campaigns, transaction support) may require fees. Fees are communicated at the time of purchase or in a separate agreement.

7.2 Payment Terms

• Payment methods may include credit card, debit card, or other forms of electronic payment.
• You represent and warrant that you are authorized to use any payment method you provide.
• Unpaid charges bear interest at the lower of one percent (1%) per month or the maximum rate permitted by law.

7.3 Refunds

• All charges, including budgets for Ad Campaigns, are non-refundable for services rendered or funds committed.
• In the event of a billing error or service malfunction, you have 24 hours from the billing date to request a refund by contacting us at support@venturu.com.
• Requests made after the 24-hour window will generally not be honored.

7.4 Taxes

You are responsible for paying all applicable taxes, duties, or levies arising from transactions through the Service.

8. Intellectual Property and User Content

8.1 Venturu Materials

All intellectual property on the Service—including text, graphics, logos, images, software (including the AI powering Platform-Assisted Listings, Ad Campaigns, and valuation tools), and data compilations—is the exclusive property of Venturu or licensed to Venturu. You agree not to copy, modify, distribute, or create derivative works from Venturu's materials without our prior written consent.

8.2 User-Generated Content (UGC) and Source Materials

• If you upload or post any UGC (e.g., images, business descriptions, financial statements), or provide Source Materials for use with Platform-Assisted Listings, you grant Venturu a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, syndicate, perform, display, and process such UGC and Source Materials (and the data extracted therefrom) solely for the purposes of:

  • Operating, providing, and improving the Service (including creating, displaying, and syndicating your business listing through our Partner Network as described in Section 4, providing Ad Campaigns as described in Section 6, and providing valuation estimates).
  • Developing new features and services (provided that your specific, non-public business data from Source Materials is not publicly disclosed without your consent or used for direct advertising to third parties).

• You retain all ownership rights in your UGC and Source Materials. The license granted to Venturu is solely for the purposes outlined above.

• You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to grant this license for any UGC and Source Materials you submit, and that your UGC and Source Materials (and Venturu's use thereof as permitted herein) do not and will not violate any third-party rights (including intellectual property, privacy, or publicity rights) or any applicable laws.

8.3 Prohibited Conduct

You agree not to:

• Engage in unauthorized data scraping, indexing, or copying of any content or data from the Service for any purpose not explicitly permitted by us.
• Use data mining or automated data-extraction tools (except for providing documents to Venturu's Platform-Assisted Listings as intended).
• Upload viruses, malware, or any malicious code.
• Access or use the Service in ways that disrupt Venturu's systems or security.
• Violate any confidentiality or non-disclosure agreements in relation to content you post.
• Use Platform-Assisted Listings with documents that you do not have the explicit right to use for this purpose, including documents obtained from third-party websites or services in violation of their terms or copyrights.

While we actively monitor for and enforce against such activity, if you believe your public listing information is being displayed on an unauthorized website, you can report it to our team here: https://support.venturu.com/en/articles/11888583-how-do-i-contact-the-venturu-support-team.

9. Disclaimers and Limitations of Liability

9.1 No Warranties

VENTURU PROVIDES THE SERVICE, INCLUDING PLATFORM-ASSISTED LISTINGS, AD CAMPAIGNS, AND ANY VALUATION ESTIMATE TOOLS, "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENTURU AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES (EXPRESS, IMPLIED, OR OTHERWISE), INCLUDING FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT.

VENTURU MAKES NO WARRANTY THAT PLATFORM-ASSISTED LISTINGS WILL BE ERROR-FREE, OR THAT INFORMATION EXTRACTED OR LISTINGS GENERATED THEREBY WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSES. SIMILARLY, VENTURU MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY VALUATION ESTIMATES. YOUR USE OF AND RELIANCE UPON THESE TOOLS IS AT YOUR SOLE RISK.

9.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• VENTURU IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS), EVEN IF ADVISED OF THE POSSIBILITY. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES ARISING FROM YOUR USE OF PLATFORM-ASSISTED LISTINGS, AD CAMPAIGNS, OR ANY VALUATION ESTIMATE TOOLS, OR FROM ANY ERRORS, INACCURACIES, OR INFRINGEMENT CLAIMS RELATED TO CONTENT YOU PROVIDE.

• VENTURU'S TOTAL LIABILITY FOR CLAIMS RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR ONE HUNDRED DOLLARS ($100).

9.3 Third-Party Services

• The Service may link to or integrate with third-party sites or services (e.g., brokers, payment processors, and our Partner Network).
• Venturu does not endorse or assume responsibility for these third-party services.
• Any interactions you have with third parties are at your own risk, and Venturu shall not be liable for any disputes arising therefrom.

9.4 Indemnification

You agree to indemnify, defend, and hold harmless Venturu, its affiliates, directors, officers, employees, and agents from any claims, liabilities, damages, losses, or expenses (including legal fees) arising out of or in any way connected with:

(a) your access to or use of the Service, including any Ad Campaigns; (b) your UGC or Source Materials, including but not limited to any claim that your content infringes or violates any third-party rights or is inaccurate or unlawful; (c) your violation of this Agreement; or (d) your violation of any rights of a third party.

Venturu reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Venturu in asserting any available defenses.

10. Dispute Resolution

10.1 Arbitration Agreement

Except where prohibited by law, you and Venturu agree to resolve any dispute arising from or related to this Agreement through binding arbitration in accordance with the American Arbitration Association (AAA) rules.

10.2 Class Action Waiver

All disputes must be pursued on an individual basis. No class or representative actions are permitted. The arbitrator may not consolidate claims.

10.3 Exceptions

Either party may seek injunctive relief in a court of competent jurisdiction for claims alleging intellectual property infringement, without first resorting to arbitration.

10.4 Location and Governing Law

• Arbitration Venue: Arbitration will occur in New Castle County, Delaware, unless otherwise agreed by both parties.
• Governing Law: This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts-of-law principles.
• Jurisdiction: If a lawsuit is permitted under this Agreement, you consent to the personal jurisdiction and venue of the state or federal courts in New Castle County, Delaware.

11. Modification, Suspension, and Termination

11.1 Changes to This Agreement

We may modify these Terms of Use at any time. We will update the "Last Updated" date and may provide additional notice as required by law. Your continued use of the Service after changes are posted constitutes acceptance of the revised Terms.

11.2 Suspension or Termination

We may suspend or terminate your access at our sole discretion for reasons including violation of this Agreement or applicable laws. Certain provisions (ownership, warranties, liability, arbitration, etc.) will survive termination.

11.3 Account Deactivation

You may deactivate your account at any time by contacting support@venturu.com. You remain responsible for obligations incurred prior to deactivation.

12. Additional Provisions

12.1 Entire Agreement

This Agreement, together with our Privacy Policy and any referenced documents, constitutes the entire agreement between you and Venturu regarding the Service, superseding prior or contemporaneous understandings.

12.2 Severability

If any provision is deemed invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions remain in effect.

12.3 No Waiver

No waiver of any term shall be a further or continuing waiver of that term or any other term. Venturu's failure to assert any right does not constitute a waiver of that right.

12.4 Assignment

You may not assign this Agreement without Venturu's prior written consent. Venturu may assign or transfer this Agreement at any time without notice or consent.

12.5 Data Protection & International Users

• Venturu is based in the United States. However, users from the European Union (EU), European Economic Area (EEA), or other regions with comprehensive data protection laws may access the Service.

• If you are located outside the United States, note that your information will be transferred to, stored, and processed in the U.S. in accordance with our Privacy Policy.

• We are committed to handling personal data in compliance with the General Data Protection Regulation (GDPR) and other applicable data protection laws, to the extent they apply to us.

• For more details on how we handle personal information, please review our Privacy Policy.

12.6 Contact Information

For questions, inquiries, or complaints about the Service or these Terms of Use, please contact us:

Venturu, Inc. 2112 Alton Road Miami Beach, FL 33140 Email: support@venturu.com Phone: +1 (917) 232-1610

BY CONTINUING TO USE THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.