Effective Date: January 1, 2018
Last Updated: September 1, 2022
Postal address: Aurelia Ventures LLC, 2021 Fillmore Street, San Francisco, CA 94115
If you subscribe to certain services for a specific period of time, then the terms will be automatically renewed for additional periods of the same duration at Aurelia Ventures’s then-current fee for such services unless you opt-out of the auto-renewal / decline to renew your subscription in accordance with section 4 below.
1. Important Disclaimer. Aurelia Ventures’s sole role in providing the Services is to provide a venue where Mentors and Founders may facilitate the organization of appointments. All information contained on the Website is for informational purposes only. Aurelia Ventures does not endorse and is not responsible for the accuracy or reliability of, any opinion, advice or statement made on the site by any Mentor. Aurelia Ventures is not obligated to screen Mentors to determine whether they are qualified to provide the appointments they provide using the Services, nor is Aurelia Ventures required to inquire into the backgrounds, or verify the statements, of its Mentors. Neither Aurelia Ventures nor the Mentors, provide any legal, medical, financial or real estate advice. For specific advice on legal, medical, financial or real estate matters, you should always seek the advice of a professional who is licensed and knowledgeable in that area, such as an attorney, doctor, accountant or real estate agent or broker. Aurelia Ventures is not a law firm, medical institution, financial institution, or real estate company and is not sponsored by any law firm, medical institution, financial institution, or real estate company. The foregoing disclaimer and limitations on liability shall not limit the more general disclaimers and limitations on liability in Sections 14 and 15. Without limiting the foregoing and for the avoidance of doubt, any opinions, advice, information, data, text, audiovisual materials, photographs, tags and other materials made accessible through the Aurelia Ventures Properties (as defined below), including any information, data, text, audiovisual materials, photographs, tags and other materials made available in Appointments (“Content”) expressed or made available by Mentors are those of the respective Mentor.
2. Use of the Services and Aurelia Ventures Properties. The Website, the Services, and the Content (collectively, the “Aurelia Ventures Properties”) are protected by copyright laws throughout the world. Subject to the Terms, Aurelia Ventures grants you a limited right to access and use the Services for your own personal or internal business purposes and a limited license to reproduce certain Content set forth on the Aurelia Ventures Properties solely for your personal or internal business purposes. Unless otherwise specified by Aurelia Ventures in a separate license, your right to use any Aurelia Ventures Properties is subject to the Terms.
2.1. Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Aurelia Ventures Properties or any portion of the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Aurelia Ventures Properties (including images, text, page layout or form) of Aurelia Ventures; (c) you shall not use any metatags or other “hidden text” using the Aurelia Ventures name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Aurelia Ventures Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials) or to record all or any portion of any Appointments; (f) access the Aurelia Ventures Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Aurelia Ventures Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Aurelia Ventures Properties. Any future release, update or other addition to the Aurelia Ventures Properties shall be subject to the Terms. Aurelia Ventures, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Aurelia Ventures Properties terminates the licenses granted by Aurelia Ventures pursuant to the Terms.
2.2. Third-Party Materials. As a part of the Aurelia Ventures Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Aurelia Ventures to monitor such materials and that you access these materials at your own risk.
3.1. Registering your Account. In order to access certain features of the Aurelia Ventures Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”).
3.2 Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Aurelia Ventures Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (1) notify Aurelia Ventures immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Aurelia Ventures has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Aurelia Ventures has the right to suspend or terminate your Account and refuse any and all current or future use of the Aurelia Ventures Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. Aurelia Ventures reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third-party that a username violates the third-party’s rights. You agree not to create an Account or use the Aurelia Ventures Properties if you have been previously removed by Aurelia Ventures, or if you have been previously banned from any of the Aurelia Ventures Properties.
3.3. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Aurelia Ventures Properties, including but not limited to, a mobile device that is suitable to connect with and use the Aurelia Ventures Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Aurelia Ventures Properties.
4. Founder Services. The following terms apply only to Founder Users.
4.1. Scheduling. When selecting and confirming an Appointment on the Services, you are agreeing to pay the applicable fee associated with that particular Appointment, if any (“Fee”).
4.2. Canceling Sessions. You may cancel a confirmed order up to ninety-six hours prior to the scheduled start time of the applicable without incurring any Fee charges to your Account. In the event that you cancel within twenty-four hours of the scheduled start time, your Account will be charged the full amount of the applicable Fee.
4.3. No Recording Appointments. You agree that you will not attempt to record, download, or retransmit all or any portion any Appointments.
4.4. Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide Aurelia Ventures’s third-party payment processor with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Aurelia Ventures’s third-party payment processor with your credit card number and associated payment information, you agree that Aurelia Ventures is authorized to immediately invoice your Account for all fees and charges due and payable to Aurelia Ventures hereunder and that no additional notice or consent is required. You agree to immediately notify Aurelia Ventures of any change in your billing address or the credit card used for payment hereunder. Aurelia Ventures reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Aurelia Ventures Properties or by e-mail delivery to you.
4.4.1. Refund. Should you not be able to redeem any benefits from the program, and wish to receive a refund, then you have the possibility to write us at firstname.lastname@example.org, stating that you would like an ‘Aurelia Ventures money-back guarantee’ refund. Aurelia Ventures reserves the right to unilaterally amend, suspend, or terminate this policy, or, in the event of policy abuse, exclude customers from its application.
4.5. Service Subscription Fees. You will be responsible for payment of the applicable fee for any subscription Services that you order (each, a “Service Subscription Fee”) at the time you create your Account and select your subscription package (each, a “Service Commencement Date”). Except as set forth in the Terms, all Service Subscription Fees are non-refundable. No contract will exist between you and Aurelia Ventures for the Services until Aurelia Ventures accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
4.6. Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the Terms. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Aurelia Ventures’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least (a) thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Aurelia Ventures that your subscription will be automatically renewed, you will have thirty days from the date of the Aurelia Ventures notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact Aurelia Ventures at email@example.com. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Aurelia Ventures to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Aurelia Ventures does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that Aurelia Ventures may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
4.7. Credits and Other Promotions. We may, at our discretion, from time to time, provide you with credits in your Account that you may apply towards an Appointment with a Mentor, or make available another promotion that provides Registered Users access to the Services. Such credits or promotion must be used within the specified time of the trial period or promotion. At the end of the trial period or promotional period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable Fee(s) or Service Subscription Fee(s), as applicable. If you are inadvertently charged for a subscription, please contact Aurelia Ventures at firstname.lastname@example.org to have the charges reversed.
4.8. Taxes. Aurelia Ventures’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Aurelia Ventures, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify Aurelia Ventures for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Aurelia Ventures is permitted to pass to its customers that are the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
4.8.1. Withholding Taxes. You agree to make all payments of fees to Aurelia Ventures free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Aurelia Ventures will be your sole responsibility, and you will provide Aurelia Ventures with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
4.9. Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: email@example.com
4.10. Third-Party credits and discounts. You agree to not resell or redistribute any discounts or promotional credits received. Aurelia Ventures reserves the right to revoke or block any Aurelia Ventures member from receiving or continuing to receive credits or discounts associated with Aurelia Ventures upon account termination or breach of Aurelia Ventures Terms and Conditions. The Third-party shall at its sole discretion decide whether to grant and process any discounts or promotional credits. The Third-party shall be entitled to accept or reject the granted discount or promotional credits at any time. The rejection of discounts or promotional credits does not stipulate a refund for paid Service Subscription Fees.
5. Mentor Services. The following terms apply only to Mentor Users.
5.1. Mentor Accounts. Users of the Service who possess a valid Account may become Mentors by following the directions on the Website, at which time Aurelia Ventures may require you to provide additional Registration Data. Aurelia Ventures will create a profile for you, based on such Registration Data. Aurelia Ventures is providing the Service as a venue for connecting you with Founders. You acknowledge that there is no employment, contractor, or joint-venture relationship between you and Aurelia Ventures. By creating a mentor account, you understand that you are solely responsible for any appointments you provide.
5.2. Offering Appointments. Following the creation of your Mentor Account, you will be able to use the Services to offer Appointments in the fields listed on your profile. Any changes or modifications to the Appointment must be resolved with the Founder.
5.3. Mentor Account Restrictions. You, as a Mentor, represent and warrant that you will use the Services solely to provide Founders with Appointments in the fields stated on your Account profile. Specifically, you hereby represent, warrant, and covenant that you have the requisite knowledge and experience to provide instruction in such fields and that you will personally perform all Appointments. You will use any information obtained from the Services solely in connection with the Services, and will not use such information in order to (a) arrange a with Founders outside the context of the Service, (b) harass, abuse, or harm another person, or (c) to contact, advertise to, solicit, or sell any products or services to any User without that User’s prior explicit written consent. You will not attempt to impersonate another User or person, including, without limitation, any employee of Aurelia Ventures or another Mentor. At all times, you will use the Services in a manner consistent with this Agreement and any and all applicable laws and regulations. Without limiting the foregoing and for the avoidance of doubt, Mentors are specifically prohibited from uploading, posting, emailing, transmitting or otherwise making available any information concerning any entity or individual that is confidential, proprietary or trade secret in nature.
6. Responsibility for Content.
6.1. Types of Content. You acknowledge that all Content, including Content included in any Appointment Aurelia Ventures, is the sole responsibility of the party from whom such Content originated. This means that you, and not Aurelia Ventures, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Aurelia Ventures Properties (“Your Content”), and other Users of the Aurelia Ventures Properties, and not Aurelia Ventures, are similarly responsible for all Content they Make Available through the Aurelia Ventures Properties, including, but not limited to, any Appointments (“User Content”).
6.2. No Obligation to Pre-Screen Content. You acknowledge that Aurelia Ventures has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Aurelia Ventures reserves the right in its sole discretion to pre-screen, refuse or remove any Content (including any reviews or ratings provided by Founders about Mentors). By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat communications conducted over Slack. In the event that Aurelia Ventures pre-screens, refuses or removes any Content, you acknowledge that Aurelia Ventures will do so for Aurelia Ventures’s benefit, not yours. Without limiting the foregoing, Aurelia Ventures shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
6.3. Storage. Unless expressly agreed to by Aurelia Ventures in writing elsewhere, Aurelia Ventures has no obligation to store any of Your Content that you Make Available on the Aurelia Ventures Properties. Aurelia Ventures has no responsibility or liability for the deletion of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Aurelia Ventures Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Aurelia Ventures retains the right to create reasonable limits on Aurelia Ventures’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Aurelia Ventures in its sole discretion.
7.1. Aurelia Ventures Properties. Except with respect to Your Content and User Content, you agree that Aurelia Ventures and its suppliers own all rights, title and interest in the Aurelia Ventures Properties (including but not limited to, titles, computer code, themes, objects, concepts, artwork, animations, videos, sounds, musical compositions, audiovisual effects, methods of operation, moral rights). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the Aurelia Ventures Properties.
7.2. Trademarks. Aurelia Ventures’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Aurelia Ventures Properties are the trademarks of Aurelia Ventures and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Aurelia Ventures Properties are the property of their respective owners.
7.3. Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Aurelia Ventures Properties.
7.4. Your Content. Aurelia Ventures does not claim ownership of Your Content. However, when you as a User post or publish or otherwise transmit Your Content on or in the Aurelia Ventures Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
7.5. License to Your Content. Subject to any applicable account settings that you select, you grant Aurelia Ventures a fully-paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, record, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the Aurelia Ventures Properties to you and to our other Users in accordance with the Terms. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Aurelia Ventures Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Aurelia Ventures, are responsible for all of Your Content that you Make Available on or in the Aurelia Ventures Properties.
7.6. Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in the Aurelia Ventures Properties, you hereby expressly permit Aurelia Ventures to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
7.7. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Aurelia Ventures.
7.8. Your Profile. Any Content posted by you on or in the Aurelia Ventures Properties (including, but not limited to, on your profile) may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post a photograph of another person without that person’s permission.
8. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Aurelia Ventures through its suggestion, feedback or similar pages (“Feedback”) is at your own risk and that Aurelia Ventures has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Aurelia Ventures a fully-paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Aurelia Ventures Properties.
9. User Conduct. As a condition of use, you agree not to use the Aurelia Ventures Properties for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through the Aurelia Ventures Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Aurelia Ventures’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Aurelia Ventures; (vi) interferes with or attempts to interfere with the proper functioning of the Aurelia Ventures Properties or uses the Aurelia Ventures Properties in any way not expressly permitted by the Terms; (vii) introduce software or automated agents to the Services so as to produce multiple Accounts or generate automated messages; or (viii) to attempt or engage in, any potentially harmful acts that are directed against the Aurelia Ventures Properties, including but not limited to violating or attempting to violate any security features of the Aurelia Ventures Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Aurelia Ventures Properties, introducing viruses, worms, or similar harmful code into the Aurelia Ventures Properties, or interfering or attempting to interfere with use of the Aurelia Ventures Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Aurelia Ventures Properties.
10. Investigations. Aurelia Ventures may, but is not obligated to, monitor or review the Aurelia Ventures Properties and Content at any time. Without limiting the foregoing, Aurelia Ventures shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Aurelia Ventures does not generally monitor user activity occurring in connection with the Aurelia Ventures Properties, if Aurelia Ventures becomes aware of any possible violations by you of any provision of the Terms, Aurelia Ventures reserves the right to investigate such violations, and Aurelia Ventures may, at its sole discretion, immediately terminate your license to use the Aurelia Ventures Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
11. Interactions with Other Users.
11.1. User Responsibility. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that Aurelia Ventures reserves the right, but has no obligation, to intercede in such disputes. You agree that Aurelia Ventures will not be responsible for any liabilities incurred by you as the result of such interaction and Aurelia Ventures will not work to resolve any disputes between Founders and Mentors. In exchange for the privilege of accessing the Services, you FURTHER agree to release Aurelia Ventures from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have with one or more Mentors.
11.2. Content Provided by Other Users. The Aurelia Ventures Properties may contain User Content provided by other Users. Aurelia Ventures is not responsible for and does not control User Content (including, but not limited to, any Appointments). Aurelia Ventures has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
11.3. Third-Party Services. The Aurelia Ventures Properties may contain links to or otherwise integrate with third-party websites and services, including those that help facilitate the resources we make available, such as managing Appointments (“Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Aurelia Ventures Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Aurelia Ventures. Aurelia Ventures is not responsible for any Third-Party Services. Aurelia Ventures provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or their products or services. You access and use all Third-Party Services at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
11.4. Indemnification. You agree to indemnify and hold Aurelia Ventures, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “Aurelia Ventures Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Aurelia Ventures Properties, including, for Mentors, to provide Appointments to a Founder; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. Aurelia Ventures reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Aurelia Ventures in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the Aurelia Ventures Properties.
12. Disclaimer of Warranties.
12.1. As Is. You expressly understand and agree that to the extent permitted by applicable law, your use of the Aurelia Ventures Properties is at your sole risk, and the Aurelia Ventures Properties are provided on an “as is” and “as available” basis, with all faults. The Aurelia Ventures Parties expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement.
12.1.1. The Aurelia Ventures parties make no warranty, representation or condition that: (1) the Aurelia Ventures Properties will meet your requirements; (2) your use of the Aurelia Ventures Properties will be uninterrupted, timely, secure or error-free; (3) the results that may be obtained from use of the Aurelia Ventures properties, including any information provided in an appointment, will be accurate or reliable; or (4) any errors in the Aurelia Ventures properties will be corrected.
12.1.2. Any content accessed through the Aurelia Ventures Properties is accessed at your own risk, and you shall be solely responsible for any damage to your Property or Person, including, but not limited to, your computer system and any device you use to access the Aurelia Ventures Properties, or any other loss that results from accessing such content.
12.1.3. The Services may be subject to delays, cancellations and other disruptions. Aurelia Ventures makes no Warranty, Representation or Condition with respect to Services, including but not limited to, the quality, effectiveness, reputation and other characteristics of Services.
12.1.4. No advice or information, whether oral or written, obtained from Aurelia Ventures, Mentors, or through the Aurelia Ventures Properties will create any warranty not expressly made herein.
12.1.5. From time to time, Aurelia Ventures may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind and may be modified or discontinued at Aurelia Ventures’s sole discretion. The provisions of this section apply with full force to such features or tools.
12.2. No Liability for Conduct of Third Parties. You acknowledge and agree that the Aurelia Ventures Parties are not liable, and you agree not to seek to hold the Aurelia Ventures Parties liable, for the conduct of Third-parties, including operators of external sites, and that the risk of injury from such third parties rests entirely with you.
12.3. No Liability for Conduct of Other Users. You are solely responsible for all of your communications and interactions with other users of the Aurelia Ventures Properties. You understand that Aurelia Ventures does not make any attempt to verify the statements of users of the Aurelia Ventures Properties.
13. Limitation of Liability.
13.1. Disclaimer of Certain Damages. You understand and agree that in no event shall Aurelia Ventures Parties be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with the Aurelia Ventures Properties, including, without limitation, any damages resulting from loss of use, data, or profits, whether or not Aurelia Ventures has been advised of the possibility of such damages, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with the terms, or from any communications, interactions or meetings with other users, including any Mentors, of the Aurelia Ventures Properties, on any theory of liability, resulting from: (1) the use or inability to use the Aurelia Ventures Properties; (2) the cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained or messages received for transactions entered into through the Aurelia Ventures Properties; (3) unauthorized access to or alteration of your transmissions or data; (4) statements or conduct of any Third-party, including any Mentors, on Aurelia Ventures Properties; or (5) any other matter related to the Aurelia Ventures Properties, whether based on warranty, copyright, contract, tort (including negligence), product liability or any other legal theory.
13.2. Cap on Liability. Under no circumstances will the Aurelia Ventures Parties be liable to you for more than the amount received by Aurelia Ventures as a result of your use of the Aurelia Ventures Properties in the subscription period during which you first assert claim or, if you have not subscribed to the services, the amount received by Aurelia Ventures during the twelve (12) months immediately preceding the first event giving rise to your claim. If you have not paid Aurelia Ventures any amounts, Aurelia Ventures’s sole and exclusive liability shall be limited fifty dollars ($50).
13.3. User Content. The Aurelia Ventures parties assume no responsibility for the timeliness, deletion, misdelivery or failure to store any content (including, but not limited to, your content and user content), user communications or personalization settings.
13.4. Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Aurelia Ventures and you.
14. Procedure for Making Claims of Copyright Infringement. It is Aurelia Ventures’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Aurelia Ventures by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Aurelia Ventures Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Aurelia Ventures Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Aurelia Ventures’s Copyright Agent for notice of claims of copyright infringement is as follows:
Aurelia Ventures LLP
27 Old Gloucester Street
London, United Kingdom
15. Term and Termination.
15.1. Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Aurelia Ventures Properties unless terminated earlier in accordance with the Terms.
15.2. Prior Use. Notwithstanding the foregoing, if you used the Aurelia Ventures Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Aurelia Ventures Properties (whichever is earlier) and will remain in full force and effect while you use the Aurelia Ventures Properties, unless earlier terminated in accordance with the Terms.
15.3. Termination of Services by You. If you want to terminate the Services provided by Aurelia Ventures, you may do so by (a) notifying Aurelia Ventures at any time and (b) closing your Account for all of the Services that you use by following the directions on the Website. Your notice should be sent, in writing, to Aurelia Ventures’s address set forth below.
15.4. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Aurelia Ventures will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
16.1. Violations. If Aurelia Ventures becomes aware of any possible violations by you of the Terms, Aurelia Ventures reserves the right to investigate such violations. If, as a result of the investigation, Aurelia Ventures believes that criminal activity has occurred, Aurelia Ventures reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Aurelia Ventures is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Aurelia Ventures Properties, including Your Content, in Aurelia Ventures’s possession in connection with your use of the Aurelia Ventures Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of Aurelia Ventures, its Users or the public, and all enforcement or other government officials, as Aurelia Ventures in its sole discretion believes to be necessary or appropriate.
16.2. Breach. In the event that Aurelia Ventures determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Aurelia Ventures Properties, Aurelia Ventures reserves the right to:
16.2.1. Warn you via e-mail (to any e-mail address you have provided to Aurelia Ventures) that you have violated the Terms;
16.2.2. Delete any of Your Content provided by you or your agent(s) to the Aurelia Ventures Properties;
16.2.3. Discontinue your registration(s) with any of the Aurelia Ventures Properties, including the Services or any Aurelia Ventures community;
16.2.4. Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
16.2.5. Pursue any other action which Aurelia Ventures deems to be appropriate.
17. International Users. This Website can be accessed from countries around the world and may contain references to Aurelia Ventures Properties and Content that are not available in your country. These references do not imply that Aurelia Ventures intends to announce such Aurelia Ventures Properties or Content in your country. The Aurelia Ventures Properties are controlled and offered by Aurelia Ventures from its facilities in the United States of America. Aurelia Ventures makes no representations that the Aurelia Ventures Properties are appropriate or available for use in other locations. Those who access or use the Aurelia Ventures Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
18. Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Aurelia Ventures and limits the manner in which you can seek relief from us.
18.1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Aurelia Ventures, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Aurelia Ventures may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of these Terms or any prior version of these Terms. If you agree to Arbitration with Aurelia Ventures, you are agreeing in advance that you will not participate in or seek to recover monetary or other relief in any lawsuit filed against Aurelia Ventures alleging class, collective, and/or representative claims on your behalf. Instead, by agreeing to arbitration, you may bring your claims against the Aurelia Ventures in an individual arbitration proceeding. If successful on such claims, you could be awarded money or other relief by an arbitrator. You acknowledge that you have been advised that you may consult with an attorney in deciding whether to accept this agreement, including this arbitration agreement.
18.2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Registered Agents, Inc., 30 N Gould St, Ste R, Sheridan , WY 82801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Aurelia Ventures will pay them for you. In addition, Aurelia Ventures will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totalling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Aurelia Ventures will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed on location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
18.3. Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Aurelia Ventures. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
18.4. Waiver of Jury Trial. You and Aurelia Ventures hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and Aurelia Ventures are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 20.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
18.5. Waiver of Class or Consolidated Actions. All claims and disputes within the scope of this arbitration agreement must be arbitrated on an individual basis and not on a class basis, only individual relief is available, and claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user. Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 21.6.
18.6. 30-Day Right to Opt-Out. You have the right to opt-out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt-out to the following address: Aurelia Ventures LLP, 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX or email address: firstname.lastname@example.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Aurelia Ventures username (if any), the email address you used to set up your Aurelia Ventures account (if you have one), and an unequivocal statement that you want to opt-out of this Arbitration Agreement. If you opt-out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
18.9. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
18.10. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Aurelia Ventures.
18.11. Modification.Notwithstanding any provision in this Agreement to the contrary, we agree that if Aurelia Ventures makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Aurelia Ventures.
19. General Provisions.
19.1. Electronic Communications. The communications between you and Aurelia Ventures use electronic means, whether you visit the Aurelia Ventures Properties or send Aurelia Ventures emails, or whether Aurelia Ventures posts notices on the Aurelia Ventures Properties or communicates with you via email. For contractual purposes, you (1) consent to receive communications from Aurelia Ventures in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Aurelia Ventures provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
19.2. Release. You hereby release Aurelia Ventures Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Website Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Aurelia Ventures Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
19.3. Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Aurelia Ventures prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Aurelia Ventures may freely assign the Terms.
19.4. Force Majeure. Aurelia Ventures shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
19.5. Compliance. If you believe that Aurelia Ventures has not adhered to the Terms, please contact Aurelia Ventures by emailing us at email@example.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
19.6. Governing Law; Venue. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Aurelia Ventures agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in Delaware.
19.7. Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English.
19.8. Notice. Where Aurelia Ventures requires that you provide an email address, you are responsible for providing Aurelia Ventures with your most current email address. In the event that the last email address you provided to Aurelia Ventures is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, Aurelia Ventures’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Aurelia Ventures at the following address: Aurelia Ventures LLP, 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX. Such notice shall be deemed given when received by Aurelia Ventures by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
19.9. Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
19.10. Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
19.11. Export Control. You may not use, export, import, or transfer the Aurelia Ventures Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Aurelia Ventures Properties, and any other applicable laws. In particular, but without limitation, the Aurelia Ventures Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Aurelia Ventures Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Aurelia Ventures Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Aurelia Ventures are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Aurelia Ventures products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
19.12. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
19.13. Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.