VENTURI — TERMS AND CONDITIONS

1. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Services. The Services are intended for business and professional use.

2. Accounts

You must provide accurate, current, and complete information when registering and keep it up to date, including your billing information and email address. You are responsible for all activity under your account and for maintaining the confidentiality of your login credentials. Notify us immediately at onboarding@venturi.company of any unauthorized use of your account.

3. The Services; License

Subject to these Terms and payment of applicable fees, Venturi grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription term for your internal business purposes. We may modify, improve, or discontinue features of the Services; if we materially reduce the core functionality of your paid plan, you may cancel and receive a pro-rata refund of prepaid, unused fees for the remainder of the then-current billing period.

4. Subscription Plans

The Services are offered under one or more subscription plans, as described on the Site or in an ordering page or order form at the time of purchase (each, a “Plan”). Each Plan includes the features, seat counts, and monthly usage allowances described at the time of purchase. The prices, allowances, and overage rates displayed at checkout (or in your order form) are part of these Terms for your subscription. We may also offer free or discounted trials and pilot programs, as described in Section 7. If a signed order form or pilot agreement conflicts with these Terms, the order form or pilot agreement controls for that engagement.

5. Automatic Renewal and Recurring Billing

AUTOMATIC RENEWAL DISCLOSURE: YOUR SUBSCRIPTION IS A CONTINUOUS MONTHLY SUBSCRIPTION. IT WILL AUTOMATICALLY RENEW EACH MONTH, AND THE PAYMENT METHOD YOU PROVIDE WILL BE CHARGED THE THEN-CURRENT PLAN PRICE, PLUS ANY OVERAGE CHARGES YOU HAVE INCURRED UNDER SECTION 6 AND APPLICABLE TAXES, ON EACH MONTHLY RENEWAL DATE, UNTIL YOU CANCEL. YOU MAY CANCEL AT ANY TIME AS DESCRIBED IN SECTION 8, EFFECTIVE AT THE END OF THE THEN-CURRENT BILLING PERIOD.

• Consent. Before your first charge, we will present the price of your Plan, the fact that it renews and bills automatically each month, any applicable overage rates, and instructions for cancellation, and we will obtain your affirmative consent to the automatic renewal terms before charging your payment method. By subscribing, you expressly agree that your subscription renews and bills automatically as described in this Section 5. We will retain a record of your consent for as long as required by applicable law.
• Acknowledgment. After purchase, we (or our payment processor) will send you a written confirmation or receipt by email that includes your Plan, price, billing frequency, applicable overage rates, and how to cancel. Please retain it for your records.
• Billing date. Your monthly billing date is the calendar day on which your paid subscription begins. If a month does not contain that day, you will be billed on the last day of that month.
• Payment authorization. We accept the payment methods identified at the time of purchase, which may include credit card, debit card, and ACH bank debit. By providing a payment method, you authorize Venturi and its payment processor to charge that payment method on a recurring monthly basis for your Plan fee, plus any overage charges and taxes, and you authorize us to retry failed charges as permitted by applicable law and card network rules. If you pay by bank debit (ACH), you authorize recurring electronic debits from your designated account, and you may revoke that authorization by canceling your subscription or contacting us at least three (3) business days before the next scheduled debit.
• Variable amounts. Because overage charges depend on your usage, the total amount charged may vary from month to month. Where required by law (including for preauthorized bank debits), if a charge will differ from your regular recurring amount, we will send you notice of the amount and date of the charge at least ten (10) days before it is processed. Your monthly invoice or billing notice will itemize Plan fees and any overage charges.
• Failed payments. If a charge fails, we may retry it and will notify you. If payment remains outstanding, we may suspend or downgrade your access until the balance is paid. You remain responsible for uncollected amounts.
• Price changes. We may change Plan prices or overage rates prospectively. We will give you at least thirty (30) days' advance written notice (by email or in-app notice) before a price change takes effect, and the new price will apply beginning with your next billing period after the notice period. If you do not agree to a price change, you may cancel before it takes effect.
• Renewal reminders. Where required by applicable law, we will send periodic reminders of your subscription terms, including at least annually, identifying the product, the recurring charge, and how to cancel.

6. Usage Allowances and Overage Charges

• Allowances. Each Plan includes a monthly usage allowance (for example, a set number of projects, runs, seats, storage, or processing units, as described at the time of purchase). Unused allowance does not roll over to later months unless your order expressly says otherwise.
• Overage rates. Usage in excess of your monthly allowance is billed at the per-unit overage rates disclosed at the time of purchase (currently $0.012 per brick; capacity may also be purchased in advance in blocks of 500, 1,000, or 2,500 bricks for $6, $12, and $30 respectively). Overage rates are part of your subscription terms, and changes to overage rates are treated as price changes under Section 5.
• How overages are billed. Overage charges accrue during a billing period and are itemized and charged with your next monthly billing (or, for substantial balances, we may bill them when incurred, as disclosed at purchase). Overage charges are in addition to your Plan fee.
• Usage visibility and notices. We will make information about your current usage available upon request and will use commercially reasonable efforts to notify you by email when you have exceeded your monthly allowance. You are responsible for monitoring your usage.
• Optional controls. Where the Services offer usage caps or purchase-ahead options, you may elect to cap usage at your allowance (in which case the Services may pause over-allowance activity) or to pre-purchase additional capacity. Elections apply prospectively.
• Disputes. If you believe an overage charge is incorrect, contact us at onboarding@venturi.company within sixty (60) days of the charge, and we will review it in good faith.

7. Free Trials, Promotional Offers, and Pilot Programs

Free and discounted trials. If your subscription begins with a free or discounted trial, we will disclose the trial length, the price you will be charged after the trial, and the date of the first charge before you provide your payment method. Unless you cancel before the end of the trial, your subscription will automatically convert to a paid subscription and your payment method will be charged the disclosed price. Where required by law, we will send you a reminder before the trial converts. The recurring billing terms in Section 5, including the consent and disclosure requirements, apply to the first recurring charge and every charge after it. Trials are limited to one per customer unless we state otherwise.

Pilot programs. We may offer pilot engagements under a separate pilot agreement, order form, or letter of intent (each, a “Pilot Order”). The Pilot Order governs the pilot’s scope, duration, fees (including any project-based pricing), success metrics, and payment schedule, and controls over these Terms to the extent of any conflict. Unless the Pilot Order expressly states otherwise: (a) the pilot runs for the fixed period stated in the Pilot Order and then ends; (b) the pilot does not automatically renew and does not automatically convert into a recurring paid subscription; (c) pilot fees are billed as stated in the Pilot Order rather than under Section 5; and (d) continuation beyond the pilot period requires the parties’ written agreement (email is sufficient). If you elect to continue on a standard Plan after a pilot, the disclosures, consent, and recurring billing terms in Section 5 apply before the first recurring charge. All other provisions of these Terms, including Sections 9 through 20, apply during a pilot.

8. Cancellation

• How to cancel. You may cancel your subscription at any time, without contacting a representative, by emailing onboarding@venturi.company from the email address associated with your account, or by any other cancellation method we make available from time to time. Your cancellation request is effective when sent, and we will confirm it by email. Cancelling will not require steps beyond those used to subscribe.
• Effect of cancellation. Cancellation takes effect at the end of your then-current monthly billing period. You will retain access through the end of that period, and you will not be charged any further Plan fees. Fees already paid are non-refundable except as expressly stated in these Terms or required by applicable law. Overage charges accrued before the effective date of cancellation remain payable and will be charged on your final invoice.
• Data export. For thirty (30) days after cancellation or termination, we will make your Customer Content available for export in a commonly used format upon request, after which we may delete it in the ordinary course, subject to our Privacy Policy and legal obligations.

9. Customer Content

As between you and Venturi, you retain all right, title, and interest in and to the files, project data, designs, documents, and other materials you upload to or create within the Services (“Customer Content”). You grant Venturi a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Content solely as necessary to provide and support the Services, as directed by you, or as required by law. You represent and warrant that you have all rights necessary to submit Customer Content and that it does not violate any law or third-party right. We do not sell Customer Content and do not use it for advertising.

10. Acceptable Use

• You will not: use the Services in violation of any law or third-party right; upload malicious code or attempt to probe, breach, or circumvent security or usage-metering measures; access the Services to build a competing product; resell, sublicense, or share access outside your organization; use automated means to scrape the Services; interfere with the integrity or performance of the Services; or misrepresent usage or identity to avoid fees.

We may suspend access for conduct that we reasonably believe violates this Section, threatens the security or integrity of the Services, or exposes Venturi or others to liability, with notice where practicable.

11. Intellectual Property; Feedback

Venturi and its licensors own all right, title, and interest in and to the Services, including all software, models, interfaces, designs, documentation, and trademarks, and all improvements to them. No rights are granted except as expressly stated in these Terms. If you provide suggestions or feedback, you grant Venturi a perpetual, irrevocable, royalty-free license to use it without restriction or obligation.

12. Third-Party Services

The Services may interoperate with third-party products or services. Your use of third-party services is governed by their terms, and Venturi is not responsible for third-party products or services.

13. Confidentiality

Each party agrees to protect the other party's non-public business, technical, and financial information with at least reasonable care, to use it only as needed to perform under these Terms, and not to disclose it to third parties except to employees, contractors, and advisors bound by confidentiality obligations, or as required by law with reasonable notice where permitted.

14. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND VENTURI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VENTURI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUTS OF THE SERVICES WILL BE ACCURATE OR SUITABLE FOR ANY PARTICULAR PROJECT. YOU ARE RESPONSIBLE FOR PROFESSIONAL REVIEW OF ANY WORK PRODUCT GENERATED WITH THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO VENTURI FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, EITHER PARTY'S BREACH OF SECTION 13 (CONFIDENTIALITY), YOUR BREACH OF SECTION 10 (ACCEPTABLE USE), OR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

16. Indemnification

You will defend and indemnify Venturi against third-party claims arising from your Customer Content, your use of the Services in violation of these Terms or applicable law, or your violation of third-party rights. Venturi will defend and indemnify you against third-party claims alleging that the Services, as provided by Venturi and used as authorized, infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret; if the Services are subject to such a claim, Venturi may modify or replace them or, if neither is commercially reasonable, terminate your subscription and refund prepaid, unused fees. Each party's indemnification obligations are conditioned on prompt notice, control of the defense by the indemnifying party, and reasonable cooperation.

17. Governing Law; Dispute Resolution; Class Action Waiver

• Governing law. These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs Section 17.
• Informal resolution first. Before filing a claim, you and Venturi agree to try to resolve the dispute informally by written notice to the other party (onboarding@venturi.company for Venturi) describing the dispute. If the dispute is not resolved within thirty (30) days, either party may proceed as set out below.
• Arbitration. Any dispute arising out of or relating to these Terms or the Services that is not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its applicable rules, seated in Houston, Texas (or conducted remotely by agreement). Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small claims court, and either party may seek injunctive relief in court for infringement or misuse of intellectual property or confidential information.
• Class action waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court.
• Opt-out. You may opt out of this arbitration provision by emailing onboarding@venturi.company within thirty (30) days of first accepting these Terms, stating your name, account email, and intent to opt out.

18. Term; Suspension; Termination

These Terms apply for as long as you use the Services or maintain a subscription. Venturi may terminate these Terms or your subscription for material breach that remains uncured ten (10) days after written notice, or immediately for violations of Section 10 or non-payment. Upon termination, your license ends and outstanding amounts become due. Sections that by their nature should survive (including Sections 6 (accrued charges), 9, 11, and 13 through 19) survive termination.

19. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide at least thirty (30) days' notice by email or in-app notice before the changes take effect, and the updated Terms will apply beginning with your next billing period after the notice. Changes to price or automatic renewal terms will be made only as described in Section 5. If you do not agree to updated Terms, you may cancel before they take effect; continued use after the effective date constitutes acceptance.

20. Miscellaneous

These Terms, together with the Privacy Policy and any order form or checkout terms, are the entire agreement between you and Venturi regarding the Services and supersede prior agreements on that subject. If any provision is found unenforceable, the remainder remains in effect. Venturi's failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delay or failure caused by events beyond its reasonable control. Notices to Venturi must be sent to onboarding@venturi.company; notices to you may be sent to the email address on your account.

21. Contact

Questions about these Terms or billing may be directed to onboarding@venturi.company.