TERMS & CONDITIONS

These terms and conditions (the “Terms”) govern the use of ventureq.co (the “Site”). This Site is owned and operated by Venture Q Incorporated (“Venture Q”). This Site is an ecommerce website.

By accessing our services and Site, you indicate that you have read and understand these Terms and Conditions and agree to be bound by these initial and general Terms and Conditions of Use (“Terms”) at all times. These Terms establish the foundational legal relationship between you and Venture Q and are designed to ensure a mutual understanding of the expectations of both parties.

THESE TERMS AND CONDITIONS CONTAIN A DISPUTE RESOLUTION CLAUSE THAT IMPACTS YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.

Governing Law and Jurisdiction

This Agreement is governed by and interpreted in line with the laws of Ontario and the federal laws of Canada as applicable within Ontario. The parties hereby exclusively and irrevocably submit to the jurisdiction of Ontario courts for any proceedings related to this Agreement. This document represents the complete understanding between the parties regarding its subject matter, superseding all prior agreements, whether written or oral. The provisions of this Agreement intended to remain in effect after termination will do so, notwithstanding any termination of this Agreement.

 

Age Restrictions

The minimum age to use our Site is 18 years old. By using this Site, users agree that they are over 18 years old. We do not assume any legal responsibility for false statements about age.

 

Acceptable Use

As a user of our Site, you agree to use our Site legally, not to use our Site for illegal purposes, and not to:

• Harass or mistreat other users of our Site;
• Violate the rights of other users of our Site;
• Violate the intellectual property rights of the Site owners or any third party to the Site;
• Hack into the account of another user of the Site;
• Act in any way that could be considered fraudulent;
• Post any material that may be deemed inappropriate or offensive; or
• Transmit computer viruses that could affect other users.

If we believe you are using our Site illegally or in a manner that violates these Terms and Conditions, we reserve the right to limit, suspend or terminate your access to our Site. We also reserve the right to take any legal steps necessary to prevent you from accessing our Site.

 

Legal Framework

Venture Q’s legal framework is meticulously crafted to ensure clarity, compliance, and protection for all stakeholders. This framework is comprised of this document as well as the following key components, each designed to foster a transparent and effective relationship between both parties:

• Privacy Policy: Demonstrates our commitment to the protection of your personal and business data in adherence to applicable laws and regulations, including the Personal Information Protection and Electronic Documents Act (PIPEDA).
• Membership Agreement: Details the criteria for membership eligibility, associated benefits, fee structures, and termination guidelines, foundational to the Venture Q membership experience.
• Master Services Agreement (MSA): Specifies the comprehensive terms under which Venture Q delivers its services, encompassing confidentiality, IP rights, dispute resolution, and liability clauses.
• Statement of Work (SOW): For each service or project, a detailed SOW is prepared within the MSA’s framework, clarifying project specifics, including scope, deliverables, timelines, and financial terms.

 

Additional Legal Documents

To govern various facets of our relationship with members and partners, Venture Q employs additional legal documents, crucial for ensuring clear, secure, and mutually beneficial interactions. These include, but are not limited to:

• Memorandums of Understanding (MOUs): Establish initial agreements and understandings, laying the groundwork for formal contractual relationships.
• Non-Disclosure Agreements (NDAs): Safeguard confidential information, ensuring the security of sensitive operational details.
• Simple Agreement for Future Equity (SAFE) Template: Facilitates equity exchanges with ventures under predefined terms, including valuation caps, equity conversion and discount rates.
• Partner Agreements: Articulate collaboration terms with external entities, defining mutual roles, responsibilities, and benefits.
• Sponsorship Agreements: Clarify the terms under which Venture Q engages in sponsorships, outlining the obligations, benefits, and conditions for all parties involved.

This assembly of documents forms the bedrock of Venture Q’s legal infrastructure, ensuring comprehensive governance over our engagements.

 

Links to Other Websites

Our Site contains links to third-party websites or services that we do not own or control. We are not responsible for the content, policies, or practices of any third-party website or service linked to our Site. It is your responsibility to read the terms and conditions and privacy policies of these third-party websites before using these sites.

 

Consent to Terms

By continuing to use Venture Q’s services, you consent to these Terms and acknowledge that more detailed conditions and provisions relevant to particular services or interactions with Venture Q are outlined in separate legal documents. These documents will govern our relationship in addition to these general Terms and Conditions.

 

Severability

If at any time any of the provisions outlined in these Terms and Conditions are found to be inconsistent or invalid under applicable laws, those provisions will be deemed void and will be removed from these Terms and Conditions. All other provisions will not be affected by the removal and the rest of these Terms and Conditions will still be considered valid.

 

Changes

These Terms and Conditions may be amended from time to time to maintain compliance with the law and to reflect any changes to how we operate our Site and the way we expect members to behave on our Site. Any modifications will be:

• Communicated to members through our Site or via email.
• Effective immediately upon posting, unless stated otherwise.

Members are encouraged to review the Terms periodically to stay informed of any changes. Continued use of Venture Q’s services after changes have been made will constitute acceptance of the modified Terms.

 

Marketplace

Sale of Services

These Terms and Conditions govern the sale of services available on our Site. The following services are available on our Site:

• Membership Subscription Services;
• Service Offers by Venture Q;
• Service Offers by members;
• Transaction Services;
• Content Sponsoring Services;

The offers will be paid for in full when the services are ordered.

These Terms and Conditions apply to all the goods and services that are displayed on our Site at the time you access it. This includes all products listed as being out of stock. All information, descriptions, or images that we provide about our goods and services are as accurate as possible. However, we are not legally bound by such information, descriptions, or images as we cannot guarantee the accuracy of all goods and services we provide. You agree to purchase goods and services from our Site at your own risk.

We reserve the right to modify, reject or cancel your order whenever necessary. If we cancel your order and have already processed your payment, we will give you a refund equal to the amount you paid. You agree that it is your responsibility to monitor your payment instrument to verify receipt of any refund.

 

Member’s Service Offers

Our Site may offer services from Members. We cannot guarantee the quality or accuracy of goods and services made available by Members on our Site. Our Site allows Members to offer and sell services. We do not assume any responsibility for the services members offer on our Site. We cannot guarantee the quality or accuracy of any services sold by members on our Site. However, if we are made aware that a member is violating these Terms and Conditions, we reserve the right to suspend or prohibit the member from offering and selling services on our Site.

 

Payments

We accept the following payment methods on our Site:

• Credit Card
• PayPal

When you provide us with your payment information, you authorize our use of and access to the payment instrument you have chosen to use. By providing us with your payment information, you authorize us to charge the amount due to this payment instrument.

If we believe your payment has violated any law or these Terms and Conditions, we reserve the right to cancel or reverse your transaction.

 

Refunds for Services

We provide refunds for services sold on our Site as follows:

• For any services purchased through our marketplaces that are provided by other members, the service(s) may be fully or partially refunded if;
  • the service(s) is within the cancellation period as agreed to by the service(s) provider and documented and made publicly available in the description of the offered service(s),
  • the service(s) are cancelled before scheduled work commences per the service(s) contract, or
  • the service(s) are cancelled before the service(s) are rendered by the service(s) provider and at the discretion of the service provider.

This Refund Policy does not apply to any service(s) that have already been initiated or rendered by a marketplace provider and other services provided by the Platform directly such as Subscription Services, Transaction Services or Content Sponsoring Services as these services are non-refundable.

 

Guarantees

The following guarantees apply to our Site:

Founding Member’s Guarantee – Free lifetime membership with Premium Transaction Surcharge Fee (Prime Platform Rate + 1.5%).

 

Consumer Protection Law

Where the Consumer Protection Act or any other consumer protection legislation in your jurisdiction applies and cannot be excluded, these Terms and Conditions will not limit your legal rights and remedies under that legislation. These Terms and Conditions will be read subject to the mandatory provisions of that legislation. If there is a conflict between these Terms and Conditions and that legislation, the mandatory provisions of the legislation will apply.

 

Membership and Access

Eligibility

Users may become Members. To join Venture Q, applicants must meet specific eligibility criteria, ensuring alignment with our mission and values. Membership is open to startups, SMEs, and entrepreneurs who demonstrate a commitment to innovation, community and growth.

 

Membership Tiers

Venture Q offers various membership tiers, each designed to cater to different stages of business development. Tiers vary in terms of access to resources, services, and equity exchange options, allowing members to choose the level of engagement that best suits their objectives.

 

Registration

Interested parties are required to complete a registration process, providing accurate and comprehensive business information. This process helps us assess eligibility and allows us to tailor our services to meet your specific needs and goals.

 

Accounts

When you create an account on our Site, you agree to the following:

• You are solely responsible for your account and the security and privacy of your account, including passwords or sensitive information attached to that account; and
• All personal information you provide to us through your account is up-to-date, accurate, and truthful and you will update your personal information if it changes.
• We reserve the right to suspend or terminate your account if you are using our Site illegally or violating these Terms and Conditions.

 

Access to Services

Upon successful registration and fee payment, members gain access to Venture Q’s range of services. This includes business acceleration programs, digital solutions, strategic partnership opportunities, online profiles, directory services and more.

 

Member Contributions

Users may post the following information on our Site:

• Personal Information;
• Business Information;
• Service Offers;
• Images;
• Videos;
• Public ratings
• Public comments;

By posting publicly on our Site, you agree not to act illegally or violate these Terms and Conditions.

 

Fees and Payments

Membership fees are determined by the chosen tier. Detailed information on fees, payment schedules, and any associated costs will be provided upon registration.

 

Subscriptions

Membership subscriptions automatically renew and will be automatically billed until we receive a notification to cancel the subscription.

To cancel your subscription, please follow these steps: Members may cancel their premium subscriptions at any time by switching their profiles to the free membership subscription model. Due to the benefits appreciated by premium subscriptions, no refund will be issued for a subscription cancellation so it is recommended to switch at the end of the current billing cycle.

 

Communication and Publicity

Clients are obliged to furnish Venture Q with details about their business and milestones, such as capital raised, jobs generated, revenue, and intellectual property developed. Venture Q will request updates to maintain accurate and current client information. Clients are expected to complete surveys and provide feedback upon request promptly. Non-compliance with information requests may lead to termination of services. All data will be handled as per Venture Q’s privacy policy. Venture Q may utilize aggregated, non-identifiable client information for reporting and service enhancement. Clients will receive newsletters and updates from Venture Q, with the option to unsubscribe. Clients are encouraged to credit Venture Q in their publicity, but must not use Venture Q’s trademarks or logo without explicit written consent.

 

Termination and Cancellation

Members may terminate their membership under the terms outlined in the Membership Agreement. Venture Q also reserves the right to terminate membership under certain conditions, which are detailed in the Membership Agreement.

For more information on membership at Venture Q, please refer to the Membership Agreement.

 

Privacy

At Venture Q, safeguarding the privacy and security of our members’ information is paramount. Our Privacy Policy outlines our practices regarding data collection, usage, sharing, and protection to ensure transparency and trust. This section summarizes key aspects of our Privacy Policy:

 

Data Collection

We collect information necessary to offer our services, including contact details, business information, and service usage data.

 

Use of Information

The collected information is used to provide and improve services, process payments, communicate with members, and comply with legal obligations.

 

Data Sharing and Disclosure

Information is not shared with third parties except as necessary for service provision, legal compliance, or with explicit consent.

 

Security Measures

We implement robust security measures to protect data against unauthorized access, alteration, and destruction.

 

Rights and Access

Members have the right to access, correct, or delete their personal information, subject to legal and operational constraints.

For a complete understanding of how we handle your data, members are encouraged to read the full Privacy Policy.

 

Intellectual Property

Venture Q recognizes the importance of intellectual property (IP) and is committed to its protection and respectful use. This section outlines the approach to IP rights within the Venture Q ecosystem.

 

Ownership and Use

All IP related to Venture Q’s services, including content published and made available on our Site, is the property of Venture Q Incorporated and the Site’s creators. This includes, but is not limited to images, text, logos, documents, downloadable files and anything that contributes to the composition of our Site.

Members retain ownership of their IP shared or created through the use of Venture Q’s website and services.

 

Licensing

Members grant Venture Q a non-exclusive, royalty-free license to use their IP as necessary for the provision of services. This includes the right to showcase projects, outcomes, and case studies for promotional purposes, with appropriate credit to the creators.

 

Use of Advice

Venture Q may offer business advice, including analyses, recommendations, and plans, either in written or verbal form (“the Advice”). Clients are granted a limited license to use the Advice for business, informational, educational, teaching, or training purposes on their computers. This includes the right to download, print, reproduce, and communicate the Advice strictly for non-commercial purposes related to their business operations, excluding any use of the Advice for commercial gain beyond the scope of their business activities.

 

Protection

Venture Q takes measures to protect both its own and its members’ IP(s) against unauthorized use, infringement, or exposure. Members must respect the IP rights of Venture Q and fellow members, refraining from any infringement activities.

 

Disclaimer of Warranties

Venture Q, along with any content authors, owners, providers, or their agents, does not offer any express or implied representations or warranties regarding:

• Uninterrupted or error-free services, content, or advice;
• Ownership of the service, content, or advice;
• Accuracy, reliability of results from using the service, content, or advice;
• Merchantability, fitness for a particular purpose of the service, content, or advice;
• Virus-free files for downloading.

Services, content, and advice are provided “as is, as available”. While content and advice are believed accurate when provided, Venture Q makes no warranties about their reliability. Clients acknowledge that all content and advice are for educational purposes only and should not be the sole basis for decisions. Venture Q, or any related authors or providers, will not be liable for any damages arising from service use or inability to use, regardless of prior damage advisories.

 

Liability

Limitation of Liability

Venture Q and our directors, officers, agents, employees, subsidiaries, and affiliates will not be liable for any actions, claims, losses, damages, liabilities and expenses including legal fees from your use of the Site.

Venture Q’s liability to members or third parties is limited to the maximum extent permitted by law. Specifically:

• Venture Q is not liable for any indirect, incidental, or consequential damages arising out of the use of our services.
• Liability is capped at the amount paid by the member to Venture Q in the 3 months preceding any claim.
• This limitation does not apply to damages resulting from gross negligence or willful misconduct by Venture Q.

This section aims to protect the interests of both Venture Q and its members while ensuring accountability. Limitation of Liability is further detailed in the Master Service Agreement.

 

Indemnity

Except where prohibited by law, by using this Site you indemnify and hold harmless Venture Q and our directors, officers, agents, employees, subsidiaries, and affiliates from any actions, claims, losses, damages, liabilities and expenses including legal fees arising out of your use of our Site or your violation of these Terms and Conditions.

 

Dispute Resolution

Venture Q is committed to resolving disputes efficiently and amicably. This section summarizes our dispute resolution process as it is laid out in the Master Service Agreement:

 

Initial Resolution Efforts

Parties are encouraged to resolve disputes informally through direct communication and negotiation.

 

Mediation

Subject to any exceptions specified in these Terms and Conditions, if the parties are unable to resolve any dispute through informal discussion, then the parties agree to submit the issue before a mediator. The decision of the mediator will not be binding. Any mediator must be a neutral party acceptable to both parties. The costs of any mediation will be paid by the unsuccessful party.

 

Arbitration

Should mediation not resolve the dispute, the parties may proceed to binding arbitration. The arbitration will be conducted under the rules of a recognized arbitration association, agreed upon by both parties and under the laws of Ontario, Canada.

Notwithstanding any other provision in these Terms and Conditions, both parties agree that each retains the right to bring an action in small claims court and to bring an action for injunctive relief or intellectual property infringement. This process aims to resolve disputes fairly and swiftly, minimizing disruption to ongoing business activities.

 

Equity Exchange

Venture Q offers an equity exchange option through a Simple Agreement for Future Equity (SAFE). This flexible approach allows startups and SMEs to access our services at a reduced rate in exchange for equity, under terms that are fair and transparent.

 

Understanding SAFE

The SAFE is designed to convert into equity during a future-priced funding round, providing a non-debt financial instrument without immediate equity dilution.

 

Key Terms

• Valuation Cap: The maximum valuation at which your SAFE will convert into equity.
• Discount Rate: Offers a discount on the price per share during the conversion.

 

Process

Upon agreement, the terms of the SAFE will be detailed, including the valuation cap or discount rate. This ensures both parties have a clear understanding of the potential equity conversion.

 

Advantages

This method streamlines early-stage funding, offering flexibility for ventures to grow with less financial strain.

 

Contact Information

For any questions, concerns, or feedback regarding our Terms and Conditions or any other legal documents, please feel free to contact us:

• Email: [email protected]
• Phone: 416-855-3335
• Mailing Address: 2275 Upper Middle Rd. E, Unit 101, Oakville, ON, Canada, L6H 3C0

Our dedicated team is here to assist you with understanding our legal framework, ensuring that your experience with Venture Q is smooth and transparent. Please do not hesitate to reach out; we value your engagement and are here to support you.