VENTURE CITY / NORI LABS, INC.
These Terms of Service govern your use of the website located at https://venturecity.ai and any related services, applications, and AI features (collectively, the "Services") provided by Nori Labs, Inc. ("Venture City", "we", "us").
By accessing or using the Services, you agree to abide by these Terms of Service and to comply with all applicable laws and regulations. If you do not agree with these Terms of Service, you are prohibited from using or accessing the Services.
If you access or use the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms of Service. In that case, references to "you" and "your" refer to that entity. You must be at least 18 years old to use the Services.
We reserve the right to review and amend any of these Terms of Service at our sole discretion. When we do so, we will update the "last updated" date below. Any changes to these Terms of Service will take effect immediately from the date of publication, and your continued use of the Services after that date will constitute your acceptance of the updated Terms.
These Terms of Service were last updated on May 2, 2026.
To use parts of the Services, you may need to create an account and provide certain information. You agree to: provide accurate, current and complete information; keep your login credentials confidential and secure; and notify us promptly of any unauthorized use of your account or any other breach of security.
You are responsible for all activities that occur under your account, whether or not you authorized them.
Your privacy and your data are core to how Venture City operates.
Ownership: You retain all rights, title and interest in and to your data, including any content or information you provide to or through the Services ("User Content"), subject to the limited license granted to us below.
Limited license to operate the Services: You grant Venture City a non-exclusive, worldwide, royalty-free license to host, store, process, transmit and otherwise use your User Content solely as necessary to: operate, maintain, secure and improve the Services; provide support and troubleshoot issues; and comply with law, enforce these Terms and protect the rights, property and safety of Venture City, our users and the public.
We may use aggregated and/or anonymized information (in a form that does not identify you or any individual) for analytics, statistics and service improvement.
Your User Content will be handled in accordance with our Privacy Policy, which forms part of these Terms of Service.
Venture City uses artificial intelligence and automation to build and operate micro-SaaS businesses on your behalf, including but not limited to business ideation, product development, go-to-market execution, and operational management ("AI Features", "Outputs" and "Actions").
You understand and agree that:
Outputs may be inaccurate or incomplete: AI systems can make mistakes, omit information, misinterpret context or generate content that is incorrect, misleading or inappropriate. Outputs may not reflect up-to-date information.
No professional advice: Outputs are for general informational and productivity purposes only and do not constitute legal, financial, medical, tax or any other professional advice. You must obtain advice from a qualified professional before acting on any matter that could have legal, financial, medical or other significant consequences.
No guarantee of results: The Services provide AI-assisted tools and automation. We do not guarantee that any venture created through the platform will generate revenue, achieve profitability, or meet any specific business outcome. Results vary significantly based on market conditions, execution quality, and factors outside our control.
Your responsibility for Actions: Any Actions that the Services perform under your account are performed under your authorization and on your behalf. You remain solely responsible for the content of any communication sent, for any commitments made, and for any changes to your data, systems or relationships that result from such Actions.
To the maximum extent permitted by law, Venture City will not be liable for any loss, damage or claim arising out of or in connection with any inaccuracies, errors or omissions in Outputs, or any Actions performed or not performed by the Services based on those Outputs or based on your instructions or configurations.
The Services operate autonomously on your behalf to build, deploy, and run ventures, including generating code, deploying applications, configuring third-party integrations, sending communications, making commercial commitments, entering into contracts with third parties, processing payments, and otherwise acting in furtherance of your venture ("Authorized Actions").
Grant of agency: By using the Services, you grant Nori Labs, Inc., its personnel, and its automated agents (including but not limited to the agent referred to as "James") a limited agency to perform Authorized Actions on your behalf for the operation of your venture. This agency is limited to Authorized Actions taken in good faith in connection with the Services and your configured preferences.
Ratification: You hereby ratify and confirm all Authorized Actions performed by the Services in good faith. You agree not to deny, disavow, or repudiate any Authorized Action on the basis that it was performed by an automated agent rather than by you personally.
Principal liability: You are the sole principal for all Authorized Actions. Any contract, commitment, communication, representation, or obligation generated by the Services in connection with your venture is your contract, commitment, communication, representation, or obligation, not that of Nori Labs, Inc. You are solely responsible for performance of such obligations and for any claims arising from them, including without limitation obligations to end users, customers, suppliers, employees, contractors, tax authorities, and regulators.
No employment or partnership: Nothing in these Terms creates any employment, partnership, joint venture, or fiduciary relationship between you and Nori Labs, Inc. beyond the limited agency described in this section.
Where Nori Labs, Inc. offers revenue share or equity participation arrangements in connection with ventures built on the platform, the specific terms of those arrangements will be set out in a separate written agreement between you and Nori Labs, Inc. In the event of any conflict between those specific terms and these Terms, the specific terms shall prevail. Nothing in these Terms creates any ownership interest, equity stake, or revenue entitlement unless expressly set out in such a separate written agreement.
Payouts of revenue generated by your venture are processed through one or more third-party payment service providers, including without limitation Stripe, Inc. and its affiliates (each, a "Payment Provider"). The availability, timing, and continuity of payouts to any particular country, currency, or beneficiary is determined by the applicable Payment Provider and by the laws and regulatory regimes governing such payouts, and is at all times outside the control of Nori Labs, Inc. Your eligibility to receive payouts is conditioned on your acceptance of, and continuing compliance with, the terms of service of each applicable Payment Provider.
Countries with limited or unavailable payout support: As of the last updated date of these Terms, payouts may be unavailable, restricted, delayed, or subject to enhanced verification, additional documentation, currency conversion limitations, or country-specific eligibility requirements imposed by the applicable Payment Provider for beneficiaries located in, ordinarily resident in, or organized under the laws of the following jurisdictions: Bolivia; Bulgaria; Côte d'Ivoire; Kenya; Kuwait; Monaco; Namibia; and Vietnam. Inclusion of a Member State of the European Union or European Economic Area in this list reflects current Payment Provider availability and does not constitute any representation by Nori Labs, Inc. as to the position of any other provider, regulator, or authority.
Newly supported countries (Preview): Payouts to beneficiaries located in, ordinarily resident in, or organized under the laws of the following jurisdictions are currently provided by the applicable Payment Provider on a preview, beta, or otherwise non-general-availability basis, and the Payment Provider has expressly reserved the right to pause, suspend, or terminate payouts to such jurisdictions while compliance, regulatory, anti-money-laundering, counter-terrorist-financing, sanctions, or operational matters are being resolved: Algeria; Angola; Laos; Bangladesh; Bhutan; Gabon; Kazakhstan; Mozambique; Niger; San Marino; and Azerbaijan. You acknowledge that beneficiaries in these jurisdictions may experience interruption, freeze, hold, reversal, or refusal of payouts at the discretion of the Payment Provider, including in connection with the Financial Action Task Force (FATF) jurisdictional monitoring lists and other applicable risk classifications.
Changes without notice: The lists set forth above are provided for informational purposes only and may be updated, expanded, narrowed, or withdrawn at any time, with or without notice, to reflect changes in Payment Provider availability, applicable law, sanctions regimes, FATF designations, or risk-based determinations made by Nori Labs, Inc. or any Payment Provider. The fact that a country is not listed does not constitute a representation or warranty that payouts to that country are or will remain available.
No guarantee of payout: Nori Labs, Inc. makes no representation, warranty, or guarantee, express or implied, that payouts will be available, processed, completed, or maintained for any particular country, beneficiary, currency, transaction, or time period. Without limiting the foregoing, you acknowledge and agree that (a) the inability of any Payment Provider to remit funds to you for any reason, including geographic ineligibility, sanctions, regulatory action, dispute, fraud investigation, account review, or Payment Provider discretion, shall not constitute a breach of these Terms by Nori Labs, Inc.; (b) Nori Labs, Inc. shall have no obligation to advance, substitute, or guarantee funds that any Payment Provider has declined, paused, withheld, frozen, reversed, or failed to remit; and (c) you bear all risk of loss, delay, currency fluctuation, conversion cost, intermediary bank fees, and non-receipt associated with payouts to your jurisdiction.
Sole responsibility for legal, tax, regulatory, and reporting compliance: You are solely and exclusively responsible, in each and every jurisdiction in which you are located, ordinarily resident, organized, registered for tax, or in which you operate, deploy, market, or derive revenue from any venture built on or operated through the Services, for: (i) determining and timely satisfying all tax obligations, including without limitation income tax, corporate tax, withholding tax, value added tax, goods and services tax, sales and use tax, digital services tax, social contributions, payroll tax, and any other levy, duty, or assessment, whether imposed at the national, federal, state, provincial, regional, municipal, or supranational level; (ii) registering with, obtaining, and maintaining in good standing all licenses, permits, authorizations, registrations, and notifications required for the lawful conduct of your venture, including any required registrations as an importer or exporter of services, a digital service provider, a remote seller, a marketplace operator, a payment institution, an electronic money issuer, or otherwise; (iii) complying with all applicable laws and regulations governing electronic commerce, distance contracts, consumer protection, unfair commercial practices, advertising, anti-spam, telemarketing, accessibility, and product safety; (iv) complying with all applicable laws and regulations governing data protection, privacy, cross-border data transfers, cybersecurity, and breach notification, including without limitation the EU General Data Protection Regulation, the UK GDPR, the California Consumer Privacy Act and the California Privacy Rights Act, and any successor or analogous legislation; (v) complying with all applicable economic sanctions, export controls, anti-money-laundering, counter-terrorist-financing, anti-bribery, and anti-corruption laws and regulations, including those administered by the U.S. Office of Foreign Assets Control, the U.S. Department of Commerce Bureau of Industry and Security, the European Union, the United Kingdom, and the United Nations; (vi) issuing, collecting, retaining, and producing all invoices, receipts, books, records, and supporting documentation required under applicable law; (vii) classifying, characterizing, and reporting all amounts received from the Services or any Payment Provider in accordance with applicable accounting standards and tax law; and (viii) timely filing all returns, declarations, statements, disclosures, and informational reports required by any tax authority, financial intelligence unit, regulator, or other governmental body of competent jurisdiction.
No tax, legal, or regulatory advice: Nothing provided by, generated by, or made available through the Services, including without limitation any Output, recommendation, configuration, template, document, integration, or communication, constitutes tax, legal, accounting, regulatory, financial, or compliance advice, and no such advice is or shall be deemed to be given. You are strongly advised to obtain, at your own cost, qualified independent professional advice in each relevant jurisdiction prior to launching, operating, or accepting payouts in connection with any venture.
Indemnity for tax and regulatory matters: Without prejudice to any other indemnification obligation under these Terms, you shall indemnify, defend, and hold harmless the Indemnified Parties from and against any and all taxes, duties, levies, contributions, fines, penalties, surcharges, interest, assessments, claims, demands, audits, investigations, enforcement actions, and related costs and expenses (including reasonable professional fees) arising out of or in connection with (1) any tax, regulatory, licensing, sanctions, or reporting obligation imposed on you, your venture, your end customers, or the activities conducted through your venture; (2) any failure by you to comply with any of the obligations set forth in this section; or (3) any reclassification, recharacterization, or recovery action by any tax authority or regulator with respect to amounts paid to or by you in connection with the Services.
Withholding and offset: To the extent that Nori Labs, Inc. or any Payment Provider is required by applicable law to withhold, deduct, or remit any amount from a payout to you on account of tax, sanctions, regulatory action, judicial order, or court process, such withholding or deduction shall be made and the net amount remitted shall constitute full satisfaction of the underlying obligation, and Nori Labs, Inc. shall have no liability to you in respect of any amount so withheld, deducted, or remitted.
Payouts do not create an employment, worker, or service relationship: The receipt by you of any payout, distribution, revenue share, settlement, or other amount from Nori Labs, Inc. or from any Payment Provider in connection with your venture (collectively, "Payouts") shall not be construed as, and does not constitute, (a) wages, salary, fees, commissions, bonuses, severance, or other remuneration for personal services rendered by you to Nori Labs, Inc.; (b) consideration under a contract of service, contract for services, contract of employment, contract of apprenticeship, secondment, posting, or any analogous arrangement; or (c) any payment that would cause you to be classified as an employee, worker, jobholder, dependent contractor, deemed employee, dependent self-employed person, "trabajador autónomo económicamente dependiente," arbeitnehmerähnliche Person, off-payroll worker, or any analogous category under any labor, employment, social security, pension, occupational injury, collective bargaining, or industrial relations law of any jurisdiction, including without limitation any worker-classification framework such as the "ABC test," the IR35 / off-payroll working rules, or any equivalent statutory or judicial test.
You acknowledge and agree that Payouts represent (i) the distribution of revenue generated by your venture, in which you are the principal, less any applicable platform fee, revenue share, or other amount expressly provided for in these Terms or any separate written agreement, and (ii) consideration that flows from your customers and end users to you, with Nori Labs, Inc. and the Payment Provider acting solely as facilitators of that flow. Nothing in the Payout mechanism shall be deemed to (1) place you under the direction, supervision, or control of Nori Labs, Inc.; (2) entitle you to any benefit, allowance, leave, pension contribution, social security contribution, statutory minimum wage, holiday pay, sick pay, redundancy or termination payment, notice period, unemployment insurance, workers' compensation, or any other entitlement available to employees, workers, or comparable categories of individuals under any applicable law; (3) impose on Nori Labs, Inc. any obligation to operate payroll, pay-as-you-earn, withholding tax for employment income, social security or unemployment contributions, payroll levies, or any analogous employer obligation in respect of you; or (4) confer on you any right to participate in any equity, stock option, profit-sharing, retirement, or similar plan operated by or for the benefit of personnel of Nori Labs, Inc.
You shall be solely responsible for the correct legal, tax, and social security characterization of your relationship with your own end customers, suppliers, contractors, and any individuals you engage in connection with your venture, and for satisfying any resulting employer, principal, contracting-entity, or platform-operator obligations under applicable law. You agree to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, liabilities, taxes, contributions, penalties, interest, and related costs and expenses (including reasonable professional fees) arising out of or in connection with any assertion, finding, determination, ruling, audit outcome, judgment, or settlement to the effect that Payouts constitute wages or remuneration for services rendered to Nori Labs, Inc., or that you (or any individual engaged by you) are or were an employee, worker, or analogous person of Nori Labs, Inc. by reason of having received Payouts or otherwise used the Services.
By accessing or using the Services, you represent and warrant on a continuing basis that:
(a) you are at least 18 years of age and have the legal capacity and authority to enter into these Terms;
(b) you will comply with all applicable laws, regulations, and rules in every jurisdiction in which you operate, deploy, or make available any venture built on the Services;
(c) you have obtained, or will obtain and maintain for as long as required, all licenses, permits, registrations, regulatory approvals, and other authorizations necessary for the lawful operation of any venture built on the Services, including those relating to industry-specific regulation, consumer protection, taxation, data protection, and employment;
(d) any User Content you provide, and any venture, product, or service you deploy using the Services, does not and will not infringe, misappropriate, or violate the intellectual property, privacy, publicity, contractual, or other rights of any third party;
(e) all information you provide to us is accurate, current, and complete, and you will promptly update it to maintain its accuracy;
(f) you are not, and are not acting on behalf of or for the benefit of, any individual or entity subject to sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, the United Nations, or any other applicable sanctions authority, nor are you located or ordinarily resident in a jurisdiction subject to comprehensive sanctions;
(g) your use of the Services and your ventures do not and will not involve any Prohibited Use as defined in these Terms;
(h) you will not rely on Outputs as legal, financial, medical, tax, or any other professional advice, and you will obtain qualified professional advice before taking any action that may have material legal, financial, medical, or regulatory consequences.
Any breach of these representations and warranties is a material breach of these Terms.
By using the Services, you warrant on behalf of yourself, your users and other parties you represent that you will not: modify, copy, prepare derivative works of, decompile, or reverse engineer any materials or software contained in or provided through the Services; remove any copyright or other proprietary notices from any materials or software in the Services; transfer the materials to another person or "mirror" the materials on any other server except as permitted by these Terms; knowingly or negligently use the Services in a way that abuses or disrupts our networks or any other service Venture City provides; use the Services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material; use the Services in violation of any applicable laws or regulations; use the Services in conjunction with sending unauthorized advertising or spam; harvest, collect, or gather user data without the user's consent; or use the Services in such a way that may infringe the privacy, intellectual property rights or other rights of third parties.
The Services may not be used to build, deploy, operate, or otherwise support ventures, products, or activities in the following categories, regardless of whether you hold any licenses or approvals that might otherwise permit such activities:
Pharmaceuticals, medical, and health: sale, distribution, marketing, or facilitation of prescription or over-the-counter medications, controlled substances, medical devices, telehealth services, medical advice, diagnostic services, or any product or service requiring pharmaceutical, medical, or health-related licensing or regulatory approval.
Financial services: broker-dealer services, money transmission, lending, investment advice, investment management, securities offerings, insurance, payment processing (other than through the integrations provided by the Services), or any activity requiring financial services licensing or regulatory approval.
Digital assets and securities: issuance, sale, or trading of cryptocurrencies, tokens, NFTs that could be deemed securities, or any digital asset offering; decentralized finance protocols; or crypto exchange services.
Gambling and gaming: online gambling, betting, sports betting, casino games, games of chance, fantasy sports for money, or any activity requiring gaming or gambling licensing.
Weapons and dangerous goods: sale, distribution, or marketing of firearms, ammunition, explosives, weapons, weapon parts or accessories, or any dangerous goods requiring special licensing.
Adult content: pornography, sexual services, escort services, or any sexually explicit content.
Controlled substances: cannabis, CBD, kratom, nootropics sold with medical claims, or any substances whose sale is restricted by law.
Multi-level marketing and high-risk schemes: pyramid schemes, multi-level marketing programs, Ponzi schemes, "get rich quick" programs, or any business model that derives material revenue from recruitment rather than product sales.
Political and election services: political campaigning, election services, political advertising targeting, or foreign interference in political processes.
Sanctioned activities: any activity involving individuals, entities, or jurisdictions subject to sanctions administered by OFAC, the European Union, the United Kingdom, or the United Nations.
Illegal or infringing activities: any activity that violates applicable law in any jurisdiction where the venture operates, or that infringes the intellectual property, privacy, or other rights of any third party.
Payment circumvention: replacing, modifying, or bypassing the payment infrastructure configured by Venture City for your ventures, including but not limited to substituting Stripe Connect credentials, redirecting payments outside the agreed flow, or otherwise avoiding applicable revenue share arrangements. All revenue received via circumvented payment flows remains due to Nori Labs, Inc.
We reserve the right to determine, in our sole discretion, whether a proposed or existing venture falls within these Prohibited Uses. A violation of this section is a material breach of these Terms and grounds for immediate termination without notice, revocation of all access, and removal of any deployed venture from our infrastructure.
The Services may depend on or interact with third-party products and services, including payment processors, analytics providers, AI model providers, and other tools ("Third-Party Services").
Your use of any Third-Party Services is subject to the separate terms and privacy policies of those providers, which we do not control. We do not endorse, and are not responsible or liable for, any Third-Party Services, their acts or omissions, or their handling of your data. We may enable or disable integrations with particular Third-Party Services at any time, and we are not responsible for any interruption or change in those services.
Except for User Content, all intellectual property in the Services, including all materials, software, text, graphics, logos, trademarks, designs and underlying technology, is owned by or licensed to Nori Labs, Inc. and is protected by applicable copyright, trademark and other laws. "Venture City" is a trademark of Nori Labs, Inc.
We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business or personal use in accordance with these Terms of Service.
This constitutes the grant of a license, not a transfer of title. This license shall automatically terminate if you violate any of these Terms of Service, and may be terminated by Venture City at any time.
You retain your intellectual property ownership rights over your User Content.
To enable us to provide the Services, you grant us the limited license described above under Data Use. We will not claim ownership of your User Content.
Unless you give us separate, explicit consent, we will not use your User Content for marketing purposes or to publicly promote the Services, and we will not use it to train foundation models.
The Services and all materials, information, AI Features and Outputs provided through the Services are provided on an "as is" and "as available" basis.
To the extent permitted by law, Venture City makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation: implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement of intellectual property or other violation of rights; and any warranty that the Services or Outputs will be accurate, reliable, error-free, secure, uninterrupted, or free of harmful components.
In no event shall Nori Labs, Inc. or its suppliers be liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use the Services, any Outputs, any Actions performed by the Services, or any materials on the Services, even if Venture City or an authorized representative has been notified, orally or in writing, of the possibility of such damage.
In the context of this agreement, "consequential loss" includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
To the maximum extent permitted by law, Venture City's total aggregate liability arising out of or in connection with the Services or these Terms of Service, whether in contract, tort (including negligence) or otherwise, shall be limited to the greater of (i) EUR 500 and (ii) the total amount received by Nori Labs, Inc. from your ventures (including revenue share) during the twelve (12) months immediately preceding the event giving rise to the claim.
Exceptions to liability cap: The limitations of liability in this section do not apply to: (a) your obligations under the Indemnification section of these Terms; (b) either party's breach of confidentiality obligations; (c) either party's liability for gross negligence, willful misconduct, or fraud; (d) death, personal injury, or damage to tangible property caused by a party's negligence; or (e) any other liability that cannot be limited or excluded under applicable law.
No indemnity for AI errors: Without limiting the foregoing, we do not provide any indemnity, defense or hold-harmless obligation for any claim, loss or damage arising from or related to any Outputs generated by the AI Features, or any Actions taken or not taken by you or by the Services based on those Outputs or based on your instructions or configurations.
Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.
You agree to indemnify, defend, and hold harmless Nori Labs, Inc., its affiliates, and its respective officers, directors, employees, contractors, agents, and representatives (the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:
(a) your access to or use of the Services;
(b) your User Content, or any venture, product, service, website, or content you deploy, operate, or make available using the Services;
(c) any transaction, communication, or relationship between you and any end user, customer, supplier, partner, or other third party of your venture;
(d) your violation or alleged violation of these Terms, of any applicable law, or of any third party's rights;
(e) any breach or alleged breach of your representations and warranties under these Terms;
(f) any Action performed by the Services under your authorization or configuration; and
(g) any regulatory investigation, inquiry, or enforcement action related to any of the foregoing.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with our defense of such matter. You may not settle any claim subject to this indemnity without our prior written consent. This indemnification obligation survives termination of these Terms.
The materials appearing on or through the Services, including any AI-generated content, are not comprehensive and are for general information and productivity purposes only. Venture City does not warrant or make any representations concerning the accuracy, likely results or reliability of the use of the materials or Outputs on the Services. You are responsible for independently verifying any information before relying on it.
The Services may contain links to third-party websites or resources. Venture City has not reviewed all of the sites linked to the Services and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement, approval or control by Venture City of the site. Use of any such linked site is at your own risk.
Nori Labs, Inc. complies with the Digital Millennium Copyright Act ("DMCA"). If you believe that content made available through the Services infringes your copyright, you may submit a notification to our designated agent containing the following:
(a) a physical or electronic signature of a person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing, with information reasonably sufficient to permit us to locate it; (d) contact information for the complaining party, including address, telephone number, and email; (e) a statement that the complaining party has a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the copyright owner.
Notices should be sent to our designated DMCA agent:
DMCA Agent, Nori Labs, Inc.
1111B S Governors Ave # 91173
Dover, DE 19904
dmca@venturecity.ai
We reserve the right to remove or disable access to any material claimed to be infringing, to terminate the accounts of repeat infringers, and to otherwise respond to DMCA notices as we deem appropriate in our sole discretion.
If you believe that your content has been removed in error, you may submit a counter-notification to the same agent containing the information required under 17 U.S.C. § 512(g).
Either party may terminate these Terms at any time. We may suspend or terminate your right to use the Services, in whole or in part, immediately upon notice to you if: (a) you breach these Terms or any policy referenced in them; (b) we are required to do so by law or by a court or governmental authority; (c) we determine, in our sole discretion, that your use of the Services involves a Prohibited Use or presents material legal, regulatory, reputational, or operational risk to Venture City; or (d) we decide to discontinue the Services. You may terminate your account and these Terms at any time by following the account closure procedure we make available.
Effect of termination on User Content and code: Upon termination, your right to access and use the Services will cease immediately. For a period of thirty (30) days following termination, you may request an export of your User Content, including any code generated on your behalf through the Services. We may, in our sole discretion and as a courtesy, make such an export available; any such export is provided "as is" with no warranties, no ongoing support, no maintenance, and no continuing relationship between you and Venture City. After thirty (30) days, we may delete User Content at our discretion without further notice, subject to legal retention obligations.
No continuing license: Following termination, you have no license, right, or authorization to access, use, or interact with the Services or Venture City infrastructure, and any continued access constitutes unauthorized access. Any export of code provided to you under this section does not grant you any license to Venture City proprietary tooling, agents, or platform components used to generate or operate that code.
Survival: Provisions that by their nature should survive termination will survive, including without limitation: Data Use, User Representations and Warranties, Prohibited Uses, Agency and Authorized Actions (for actions taken prior to termination), Intellectual Property, Liability, Indemnification, revenue share obligations accrued prior to termination, DMCA Copyright Policy, Dispute Resolution, Governing Law, and this Survival clause.
If any term of these Terms of Service is held to be wholly or partially void, invalid or unenforceable, that term will be severed to the extent that it is void, invalid or unenforceable. The remainder of these Terms of Service will continue in full force and effect.
Informal resolution: Before filing any formal claim, you and Venture City agree to first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services by engaging in informal discussion for at least thirty (30) days. Either party may initiate such discussion by sending written notice describing the dispute, the relief sought, and contact information to the other party.
Binding arbitration: If informal resolution is unsuccessful, any dispute not resolved through informal discussion shall be finally settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, or, for disputes under USD 250,000, under its Streamlined Arbitration Rules and Procedures. The arbitration shall be conducted in Wilmington, Delaware, in the English language, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Exceptions: Notwithstanding the foregoing, either party may (a) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or enjoin actual or threatened infringement, misappropriation, or violation of intellectual property rights, breach of confidentiality, or violation of these Terms; and (b) bring claims in small claims court if the claim qualifies under the rules of that court.
Class action waiver: You and Venture City agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You and Venture City expressly waive any right to participate in a class action, collective action, private attorney general action, or representative proceeding of any kind.
Jury trial waiver: To the maximum extent permitted by applicable law, each party waives any right to trial by jury in any proceeding arising out of or related to these Terms or the Services.
Opt-out: You may opt out of the arbitration and class action waiver provisions of this section by sending a written notice to Nori Labs, Inc. at the address in the Contact section within thirty (30) days of first accepting these Terms. The notice must include your name, address, and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other provision of these Terms.
These Terms of Service are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. You irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Delaware, United States, in relation to any dispute arising out of or in connection with these Terms of Service or the Services.
Force majeure: Neither party shall be liable for any failure or delay in performance under these Terms (other than for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, pandemics or public health emergencies, fire, floods, earthquakes, accidents, strikes, labor shortages, transportation shortages, failures of suppliers, telecommunications or third-party service providers, power outages, internet outages, or disruptions in the availability of artificial intelligence models or cloud services.
Notices: All notices to Venture City must be sent to Nori Labs, Inc. at the address provided in the Contact section or by email to legal@venturecity.ai. All notices to you will be sent to the email address associated with your account. Notices are deemed given upon receipt, or, for email, upon confirmation of transmission.
Assignment: You may not assign, transfer, or sublicense these Terms or any of your rights or obligations under them, in whole or in part, without our prior written consent. Any purported assignment in violation of this section is void. We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, sale of assets, reorganization, or by operation of law.
Waiver: No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any term or condition of these Terms will be effective only if in writing and signed by the waiving party.
Entire agreement: These Terms, together with our Privacy Policy, any applicable Data Processing Agreement, and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and Venture City concerning the Services and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral, relating to the same subject matter.
Relationship of the parties: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency (except as expressly provided in the Agency and Authorized Actions section), franchise, or employment relationship between the parties.
No third-party beneficiaries: These Terms do not create any third-party beneficiary rights in any individual or entity not a party to these Terms.
Headings: Section headings are for convenience only and do not affect the interpretation of these Terms.
Nori Labs, Inc.
1111B S Governors Ave # 91173
Dover, DE 19904
legal@venturecity.ai