Terms of Service

 

Last Updated: [21/03/2015].

The following terms of service and end user license agreement (“Terms”) constitute an agreement between you and Ventoura Oy [business ID 2616676-2) of Vuorimiehenkatu 11 A 4, 00140, Helsinki (Ventoura). These Terms govern your use of Application.

For the purposes of these Terms, “Application” means a cloud-based online platform as an application for mobile devices (including any Ventoura Content included in the Application) where registered users of the Application may provide tour or other services (“Services”) through the Application or purchase such Services via the Application.

For the purposes of these Terms, a “Member” means a registered user of the Application who may be a person providing Services in the Application (“Local”) or a person purchasing Services through the Application (“Traveller”) or other type of user as permitted by Ventoura from time to time.

THE APPLICATION IS LICENSED, NOT SOLD. YOUR USE OF THE APPLICATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT IN THESE TERMS. BY INSTALLING, USING OR ACCESSING THE APPLICATION, YOU HEREBY ACCEPT THESE TERMS.

If you do not accept the terms of this EULA, do not install, use or access the Application.

1. Eligibility

The Application is intended solely for persons who are 18 or older. Any access to or use of the Application by anyone under 18 is expressly prohibited. By accessing or using the Application you represent and warrant that you are 18 or older.  

2. Governing Language, Modifications

English is the official language of these Terms. If there is a conflict between original English Terms (available at http://www.ventoura.com/terms) and translated Terms, the online copy of the Terms shall prevail.

Ventoura may make changes to these Terms by notifying you in writing of such change and such change will become binding towards you on the effective date of such change. If you do not accept a change to these Terms, you must immediately cease using the Application. By continuing to access or use the Application after we have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms.

3. Grant of License

Subject to your compliance with these Terms, Ventoura grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on mobile device or computer that you own or control and run such copy of the Application solely for your own personal use.  This license is personal to you and may not be assigned or sublicensed to anyone else. You expressly acknowledge that the license granted herein is subject to certain prohibitions as set out in Section 13 of these Terms.  

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Application, or Content, except as expressly permitted in these Terms. “Content” means text, graphics, images, music, software, audio, video, information or other materials in the Application and provided by Ventoura, a Member or a third party.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Ventoura or its licensors, except for the licenses and rights expressly granted in these Terms.

4. Ownership

Ventoura and its licensors own all intellectual property rights in and to the Application, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, and moral rights whether registered or not and all applications thereof. All rights not expressly granted to you herein are reserved by Ventoura. The ownership and all intellectual property rights in and to the Application shall at all times remain the sole and exclusive property of Ventoura and its licensors, if any.

5. Links

The Application and Services may contain links to third-party websites and/or third-party services. These third-party services are subject to respective third party terms and conditions. Please study these third party terms and conditions carefully as they constitute an agreement between you and the applicable third party service provider.

You acknowledge and agree that Ventoura accepts no liability for any links to third-party content and is not responsible for the availability or accuracy of such content.

6. Services

As a Member, you may provide or purchase Services to/from other Members. Ventoura does not endorse any Members or any Services. In addition, Ventoura does not attempt to confirm, and do not confirm any Content or information provided by Members or third parties. By using the Application, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Ventoura with respect to such actions or omissions.

Services provided will be made publicly available via the Application and, as a Local, you must give true and accurate information of Services which you make available in the Application. You understand and agree that once a Traveller requests a Booking of your Service, the terms and conditions applicable to your Service (including price) may not be altered.

You acknowledge and agree that you are responsible for any and all Services provided by you. Accordingly, you represent and warrant that any Service provided in the Application by you and booked by a Traveller will not breach any agreements you have entered into with any third parties and will be in compliance with all applicable laws, rules and regulations that may apply to any Services provided by you. Please note that Ventoura assumes no responsibility for a Local’s compliance with any applicable laws, rules and regulations.

When you, as a Local, provide a Service, you may also choose to include, at Our discretion, certain requirements which must be met by the Members who are eligible to request a Booking, including, but not limited to, requiring Members to have a profile picture, in order to book your Service. Any Member wishing to book Services provided by you with such requirements must meet these requirements.

If you are a Local, Ventoura makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm for booking for a Service.

7. Member Content

For the purposes of these Terms, “Member Content” shall mean Content made available in the Application by a Member.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Application. Ventoura makes no warranty regarding any Member Content, or its quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content in the Application. Accordingly, you represent and warrant that: you either are the sole and exclusive owner of all Member Content that you make available through the Application or you have all rights and licenses that are necessary to grant to make such Member Content available in the Application. You further undertake to ensure that neither the Member Content provided by you nor Ventoura’s use of your Member Content in the Application will infringe, misappropriate or violate any third-party intellectual property rights, including without limitation patents, copyrights, trademarks, trade secrets, moral rights or other proprietary rights whether subject to registration or not or result in the violation of any applicable law or regulation.

By making available any Member Content through the Application, you hereby grant to Ventoura a worldwide, irrevocable, perpetual, non-exclusive, transferable, sub-licenseable and royalty-free license, with the right to sublicense, to use and exploit such Member Content through the Application. Ventoura does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your proprietary Member Content.

8. No Warranties

The Application is provided “as is” and as available from time to time without warranty of any kind, whether express or implied. Ventoura makes no warranty that the Application will meet your requirements or be available on an uninterrupted, secure or error-free basis. Ventoura reserves the right, at its sole discretion to modify the Application at any time.

Ventoura expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law.

To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Application, and no warranties shall apply after such period.

You are solely responsible for all of your communications and interactions through the Application. You understand and agree that Ventoura is not a party to any agreements entered between Members of Application. Ventoura has no control over the conduct of Members and disclaims all liability in this regards to the maximum extent permitted by law. As stated above, Application is intended to be used to facilitate Members to connect and book Services directly with each other. Ventoura cannot and does not control the Services and the condition, legality or suitability of any Services provided. Ventoura is not responsible for and disclaims any and all liability related to any and all Services. Accordingly, booking and provision of Services will be made at Members’ own risk.

You acknowledge that your sole remedy and Ventoura’s exclusive liability, with regard to Services shall be that, upon written request of a Traveller having a complaint regarding a Service, Ventoura will attempt to pass through such complaint to a Local having provided such Service.

9. Limitation of Liability

Ventoura shall not be liable for any indirect or consequential damages whether or not Ventoura has been informed of the possibility of such damage. In particular, Ventoura will not be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill or interruptions in the Application.

IN NO EVENT WILL VENTOURA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE APPLICATION EXCEED (I) THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE APPLICATION AS A TRAVELLER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (II) IF YOU ARE A LOCAL, THE AMOUNTS PAID BY VENTOURA TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR (III) ONE HUNDRED EUROS (100€), WHICHEVER IS LESS.

The limitation of liability above shall not apply to damages resulting from wilful misconduct or gross negligence.

Because some countries do not allow certain limitations of liability, this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

10. Account Registration

In order to access the Application, and to provide or purchase Services, you must create an account to become a Member. You may register to join the Services directly via the Application or through a Third-Party Account as described below.

Ventoura Account” shall mean an account of a Member in the Application, required for the use of the Application. You may not have more than one (1) active Ventoura Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Ventoura reserves the right to suspend or terminate your Ventoura Account and your access to the Application and Services if you create more than one (1) Ventoura Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Ventoura Account, whether or not you have authorized such activities or actions. You will immediately notify Ventoura of any unauthorized use of your Ventoura Account.

We will create your Ventoura Account and your Ventoura Account profile page for your use of the Application based upon the personal information you provide to us or that we obtain via an SNS as described below. You can also register to join by logging into your account with certain third party social networking sites (“SNS”) as provided by Ventoura from time to time (including, but not limited to, Facebook) via our Application; (“Third Party Account”).

You may link your Ventoura Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Ventoura through the Application; or (ii) allowing Ventoura to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each respective Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Ventoura and/or grant Ventoura access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Ventoura to pay any fees or making Ventoura subject to any usage limitations imposed by such third party service providers. By granting Ventoura access to any Third Party Accounts, you understand that Ventoura will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Application via your Ventoura Account and Ventoura Account profile page provided that you have consented such use. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your Ventoura Account on the Application. Please note that if a Third Party Account or associated service becomes unavailable or Ventoura’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS.

11. Bookings and Financial Terms

Bookings and Financial Terms for Locals

If you are a Local and a booking is requested for your Service via the Application by a Traveller (Booking), you will be required to either confirm or decline the Booking (Confirmation) within a period of time, as determined by Ventoura, after the Booking is requested in the Application or the Booking will be automatically cancelled. When a Booking is made via the Application, we will share with you the first name of the Traveller who has requested the booking, and a link to the Traveller’s Ventoura Account profile page.

If you do not make Confirmation as indicated above, no Service Fee will be collected from a Traveller. When you confirm a Booking, Ventoura will send you either an email, text message or message via the Application confirming such Booking.

It is your responsibility, as a Local, to not Confirm multiple Bookings for the same time of service. Any dispute arising from your cancellation of a Service due to multiple Bookings for the same time of service will result in a Traveller being refunded any fees already paid. The only exception is for Group Bookings, which may be authorised at your sole discretion. A Group Booking is a Booking where a group of Ventoura Travellers agree with a Ventoura Local to undertake a Service together; each Traveller must still have their own Booking through the Ventoura platform.  

The fees displayed in each Service are the “Service Fees”. The Service Fee comprises of a “Ventoura Fee” payable to, and determined by, Ventoura, and a “Local Fee”. The Service Fee is determined by a Local for each Service. Please note that even though a Local determines the Service Fee, Ventoura is entitled to determine a permitted monetary range which a Service Fee must fall within.

You, as a Local, further acknowledge, that, when providing Services as a Local, and where you have elected Service payment to be via the Application, Ventoura will collect the Local Fee as a part of the Service Fee determined by you, and Ventoura will pay the Local Fee to you, as a Local, within 7 days after a respective Service has taken place. Local Fee for a Service will be paid by Ventoura to you, as a Local, via check, PayPal, direct deposit or other payment methods described on the Application. Ventoura accepts no responsibility if you provide incorrect payment details to Us. If you have elected in your Service listing for payment to be made in cash at the time of the agreed Service taking place, you acknowledge that Ventoura has no role in the transaction or transfer of funds of the Local Fee. Ventoura will still collect the Ventoura Fee from the Traveller via the Application.

You, as a Local, agree that Ventoura may, from time to time, ask for evidence that a Service has been provided to a Traveller as agreed. This information may be used in order to resolve cancellation and refund disputes, as set out in the “Cancellations and Refunds” section of this Terms of Service.

You acknowledge that you shall be solely liable for payment of any applicable taxes which may become payable from Local Fees.

Bookings and Financial Terms for Travellers

If you, as a Traveller, choose to make a Booking regarding a Service provided by a Local, you agree and understand that you will be required to agree to accept any terms, conditions, rules and restrictions associated with such Service imposed by the Local, if any. Further, in order to make a Booking, you must submit to Ventoura your true and accurate credit card information, if requested by Ventoura in the Application.

Each Service will specify the applicable Service Fee. If a requested Booking is rejected (i.e. not confirmed by the applicable Local), any amounts charged by Ventoura will be refunded to Traveller, depending on the selections the Traveller makes via the Application, and any pre-authorization of such Traveller’s credit card will be released, if applicable. Upon your payment of Service Fee to Ventoura regarding a Service, your payment obligation to the Local for such amounts is extinguished, and Ventoura is responsible for payment of Local Fee to such Local.

You agree to pay Ventoura for the Service Fees for any Booking requested in connection with your Ventoura Account if such requested Bookings are confirmed by the applicable Local and where that Service is stated to be paid through the Application. Once a booking has been confirmed by the Local, you understand and agree that Ventoura  reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Service Fee or (ii) charge your credit card a nominal amount, not to exceed one euro(1€) to verify your credit card. Once Ventoura receives Confirmation of your Booking from the Local, Ventoura will charge the Service Fee from your credit card. Some Locals may request Local Fees to be paid in cash, as described in the Service listing, at the time of the agreed Service taking place. It is your responsibility to settle amounts owing in this matter; Ventoura is not involved in such transactions.

Key Definitions

Booking date” means the date when both Traveller and Local have confirmed the Service.

Payment Date” means the date when a Traveller inputs payment information.

Authorisation Date” means the date when your credit card will be authorised and stored in Ventoura’s third party payment processor’s Vault.

Credit Card Charged Date” means the date when your credit card is charged.

The following table summarises key dates for payment of a Service.

Booking Date Payment Date Authorisation Date Credit Card Charged Date
More than ten (10), but less than 365, days prior to the date of the Service Within twenty-four (24) hours of Booking date Ten (10) days prior to the date of the Service Seven (7) days prior to the date of the Service
More than seven (7), but less than ten (10), days prior to the date of the Service Within twenty-four (24) hours of Booking date Payment date Seven (7) days prior to the date of the Service
More than two (2), but less than seven (7), days prior to the date of the Service Within twelve (12) hours of Booking date Payment date Payment date
Less than two (2) days prior to the date ofthe Service
A booking can not be made less than one (1) hour before the Service
Within 20% of the time between the Booking date and the date of the Service Payment date Payment date

If payment details are not entered by the Payment date, the Booking will be automatically cancelled.

If you are directed to Ventoura’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s privacy policy. Please review such terms and conditions and privacy policy before using the services. Once your confirmed Booking is complete, you will receive a confirmation email or Application notification from Ventoura, summarizing your confirmed Booking.

Foreign Currency

Ventoura’s online platform facilitates bookings between Travellers and Locals who may prefer to pay and to receive payments in different currencies, which may require foreign currency conversions to accommodate these differing currency preferences. Although the Ventoura platform allows users to view the price of Listings in a number of currencies, the currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location.

Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs US$125.00 to buy €100.00, the currency conversion rate of US dollars to Euros would be 1.25, and the currency conversion rate from Euros to US dollars would be 0.8. Currency conversion rates will vary from time to time.

 

Key definitions

Presentment Currency” means the currency displayed to a Traveller in the Application for a Local’s service

Settlement Currency” means the currency in which funds will be deposited into Ventoura’s account.

Payout Currency” means the currency in which a Local will receive the Tour Fee (if applicable). The Payout Currency is set by the Local.

Base Exchange Rate” means a system-wide rate used by Ventoura for foreign currency conversion that is in effect at the time the foreign currency conversion is processed, and does not include any fee or mark-up by Ventoura.

 

Foreign currency conversions on the Ventoura platform

Ventoura Payments will process a foreign currency conversion when the Presentment, Settlement, or Payout Currency are different.

If the Presentment Currency is different to the Settlement Currency, and a booking is confirmed more than 7 days prior to the date of the Service, a Traveller accepts all responsibility for exchange rate fluctuation between the Booking Date, and the Credit Card Charged Date.

Please note that your payment company (for example, your credit or bank card issuer) will use a currency conversion rate for and may impose a currency conversion fee on your payment or payout, if your card or bank account is denominated in a currency that is different from the Presentment Currency or the Payout Currency respectively. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on your payment or payout. All of these currency conversion rates and fees are not controlled by or known to Ventoura.

12. Cancellations and Refunds

If you, as a Traveller, cancel your Booking before a Confirmation has been submitted by a Local, in accordance with our payment structure, you will not have made any payment and so will not be financially impacted. If, as a Traveller, you wish to cancel a confirmed Booking made via the Application, and,

i) Your confirmed Booking was initially made more than seven (7) days in advance of the agreed Service and your cancellation was more than 7 days in advance of the agreed Service, then Ventoura will return the Service Fee (or Ventoura Fee as the case may be) paid, if any.

ii) Your confirmed Booking was initially made less than seven (7) days in advance of the agreed Service then Ventoura will not compensate for any part of a paid Service Fee (or Ventoura Fee as the case may be).

If Ventoura is notified by the applicable Local that they are unable to complete the agreed confirmed Service, we will notify you, as a Traveller, at our earliest convenience and return any paid Service Fee (or Ventoura Fee as the case may be) to you, as a Traveller, within a commercially reasonable time of such cancellation.

If, as a Local, you cancel a confirmed Booking, Ventoura may apply penalties or consequences to you or your Services, including (i) publishing an automated review on your Services indicating that a confirmed Booking was cancelled, (ii) keeping the calendar for your Services unavailable or blocked for the dates of the cancelled confirmed Booking, or (iii) imposing a cancellation fee (to be withheld from your future Local Fees). You will be notified of the situations in which a cancellation fee applies as available from time to time before you decide to cancel.

In certain circumstance, Ventoura may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Booking. Ventoura may also determine, in its sole discretion, to refund to the Traveller part or all of the amounts charged to the Traveller in accordance with the Refund Policy. You agree that Ventoura and the relevant Traveller or Local will not have any liability for such cancellations or refunds.

 

Disputes

If a Local does not turn up to provide a Confirmed Service, then a Traveller, has a period of 48 hours to lodge a dispute at dispute@ventoura.com. Ventoura will automatically hold the Service Fees (or Ventoura Fee as the case may be) paid in escrow until either the dispute has been resolved, or a period of 7 days has elapsed since the agreed date of the Services, whichever occurs first. If the Local does not adequately respond to the dispute as determined by Ventoura, a Traveller will be refunded the Service Fees (or Ventoura Fee as the case may be).

If you, as a Local or Traveller, have a Confirmed Service and the Traveller, or Local as the case may be, does not show up, you must wait at least 20 minutes after the agreed Service time to prevent a dispute being lodged against you.

If you, as a Local, become involved in a dispute, you will be contacted by Ventoura to respond to a claim. We may request evidence from you that the Service was provided as agreed. If you as a Local, or a Traveller, become involved in a dispute, you agree not to contact the applicable Local or Traveller directly regarding the dispute.

You understand that if the dispute has not been resolved within 7 days of notification to Ventoura, Ventoura will arbitrate the outcome.

Please note that this dispute resolution process does not limit any rights and remedies which you may have under the applicable law.

 

Locals

If a Local cancelled a confirmed booking and you, as a Traveller, have not received an email or other communication from Ventoura, please contact Ventoura at feedback@ventoura.com.

13. User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Application and Content.

In connection with your use of our Application, you may not and you agree that you will not:

  • violate any applicable law or regulation, or any order of a court;
  • harass, abuse or harm another person, including sending unwelcomed communications to others using the Application;
  • copy, store or otherwise access any information contained on the Application or Content for purposes not expressly permitted by these Terms;
  • infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
  • use our Application in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to Services provided through the Application;
  • register for more than one Ventoura Account or register for Ventoura Account on behalf of an individual other than yourself;
  • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
  • use the Application and Services to find a Local or Traveller and then complete a booking of a service independent of the Application in order to circumvent the obligation to pay any Fees related to Ventoura’s provision of the Services;
  • Post, upload, publish, submit or transmit any Content that is (i) fraudulent, false, misleading or deceptive; (ii) defamatory, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities or substances;
  • you may not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Application or take any other measures which may interfere with or damage the Application.
  • attempt to probe, scan, or test the vulnerability of the Application or breach any security or authentication measures or avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Ventoura or any of Ventoura’s service providers or any other third party.

Ventoura may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Ventoura has no obligation to monitor your access to, or use of, the Application or Content, or to review or edit any Member Content, but has the right to do so for the purpose of operating the Application, to ensure your compliance with these Terms, or to comply with applicable law, or the order or requirement of a court, administrative agency or other governmental body. Ventoura reserves the right, at any time and without prior notice, to remove or disable access to any Content that Ventoura, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Application.

14. Termination and Ventoura Account Cancellation

These Terms and your license to use the Application will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Application and all of its component parts and cease and desist from accessing the Application.

You may cancel your Ventoura Account at any time by sending an email to feedback@ventoura.com. Please note that if your Ventoura Account is cancelled, we do not have an obligation to delete or return to you any Member Content provided by you including, but not limited to, any reviews or feedback.

Ventoura has the right, at its sole discretion, to cease the provision of the Application at any time as well as deactivate or cancel your Ventoura Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Ventoura terminates these Terms, or your access to our Application or deactivates or cancels your Ventoura Account you will remain liable for all amounts due hereunder.

15. Indemnification

You agree to indemnify, defend and hold Ventoura, its partners, affiliates, licensors, officers, directors, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from: (i) your acts and omissions to act in using the Application and/or Services pursuant to these Terms; (ii) your Member Content and Services provided by you; or (iii) your breach of these Terms.

16. Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Ventoura and you regarding the Application, Content, and any Bookings or provision of Services through the Application, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Ventoura and you regarding the subject matter thereof

17. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Ventoura’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Ventoura may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

18. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Application. You may submit feedback by emailing us at feedback@ventoura.com. Ventoura has the right to utilize feedback provided by you free of charge in developing the Application in any manner deemed beneficial by Ventoura.

19. Applicable law and Dispute Resolution

These Terms shall be governed by the laws of Finland without regards to its choice of law provisions. All disputes arising under these Terms shall be brought in the District Court of Helsinki.

20. Reporting Misconduct, Contacting Ventoura

If you have any questions or concerns about these Terms, if you have suspect infringement of your proprietary rights or you feel that someone engages in any disturbing conduct in the Application, please contact Ventoura at report@ventoura.com.