Terms of Use

Welcome to the Ventus ("Ventus") website. This Ventus website (the "Site") allows users to access and use Ventus' services, including, but not limited to, the Ventus Client Interface, Ventus research and Ventus service information (collectively, the "Services"). Please read carefully the following Terms of Use (the "Terms"). These Terms and the Ventus Privacy Policy govern your access to and use of the Site and Services, including any content, data, products and software provided through the Site and Services. These Terms are a binding legal agreement between you and Ventus. If you are using the Site on behalf of another party (such as your employer), you represent and warrant that you have the authority to do so and to accept these Terms on their behalf. Your access to and use of the Site and Services are expressly conditioned on your compliance with the Terms. By accessing or using the Site or Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms in their entirety, you are not authorized to access or use the Site or Services.

1. MODIFICATION OF THE SITE OR TERMS

Ventus reserves the right, in its sole discretion, to modify, discontinue or terminate the Site or modify the Terms, including the Privacy Policy, at any time, for any or no reason, without notice. All modified terms and conditions will be effective ten (10) days after they are initially posted on the Site (unless Ventus is required by law to modify such terms and conditions in less than ten (10) days). By continuing to use the Site or Services after the modified terms and conditions are posted, you accept and agree to be bound by the modified Terms.

2. CONTENT OWNERSHIP AND LICENSES

(a) VENTUS CONTENT. Ventus makes available certain text, data, graphics, images, photos, software and other materials and content through the Site and Services (collectively, the "Ventus Content"). The Ventus Content includes, without limitation, Ventus' services, research, client interface, assessments, program exercises, program resources, photographs, graphs, charts, and data. The Site, Services and Ventus Content are protected by copyright, trademark and other laws of both the United States and foreign countries. Excluding User Content, Ventus, its licensors or suppliers own all right, title and interest, including all intellectual property rights, in and to the Site, Services, Ventus Content and all derivative works or enhancements thereof. You shall not acquire any right, title or interest therein, except for the limited use rights expressly set forth in these Terms. Any rights not expressly granted herein are deemed withheld.

(b) VENTUS' LICENSE TO YOU. Subject to your compliance with these Terms, Ventus hereby grants you the right to access and use the Site, Services and Ventus Content, provided that (i) your use is solely for personal, informational, legal purposes, and (ii) you will not normalize, aggregate or use the Services or Ventus Content to produce reports, guides, directories, listings or services for sale or distribution to third parties or for any other commercial purposes. Except where your use constitutes "fair use" under copyright law, you may not otherwise reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit or use the Site, Services or Ventus Content. You may not copy or modify the HTML code used to generate web pages on the Site.

(d) YOUR LICENSE TO VENTUS. In connection with your use of the Site, you hereby grant (or warrant that the owner of such rights has expressly granted) to Ventus a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sublicenseable right and license to use, reproduce, distribute, modify, edit, adapt, publish, transmit, publicly perform, publicly display, prepare derivative works based upon, reference, index, store and cache, in any form, medium or technology now known or later developed, your User Content and any materials that you submit to Ventus, in whole or in part, whether created by or for you.

3. REGISTRATION

(a) REGISTRATION IS OPTIONAL. You may use certain areas of the Site, Services and Ventus Content without registering with Ventus. The Site and Services are intended for persons who are at least eighteen (18) years of age or older. If you are under the age of eighteen (18), please do not use the Site or Services.

(b) REGISTRATION PROCESS. You may choose to register with the Site to use the Services if you are at least eighteen (18) years of age or older and are otherwise capable of forming legally binding contracts under applicable law. You will create a user name and password to register. Ventus may refuse, in its sole discretion, to grant you a user name for any reason. You agree to provide accurate, current and complete information during the registration process, and you agree to update your information to keep it accurate, current and complete. Ventus reserves the right to terminate your access to and use of the Site and Services if any information provided by you is false, inaccurate, out-of-date or incomplete.

(c) SAFEGUARDING OF PASSWORD. You are responsible for safeguarding and maintaining the confidentiality of your user name and password. You agree not to disclose your password to any third party. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your user name, whether or not you have authorized such activities or actions. You agree immediately to notify Ventus of any unauthorized use of your user name or password or any other breach of security known to you. You have a right to cancel your registration by emailing Ventus at webmaster@ventuscareers.com.

4. YOUR OBLIGATIONS WHEN ACCESSING OR USING THE SITE OR SERVICES

While using the Site, Services and/or Ventus Content, you agree to comply with the following policies.
(a) You will not use the Site for any purpose or in any manner, or upload, email, post, publish, distribute, transmit, submit or otherwise make available any User Content through the Site, that: (i) is unlawful, in violation of or contrary to the laws or regulations of any state or country where your User Content is created, displayed or accessed; (ii) violates or infringes another's rights, including, but not limited to, privacy, publicity or intellectual property rights; (iii) is in breach of these Terms; (iv) is fraudulent, false or misleading; (v) is hateful, tortuous, defamatory, slanderous or libelous; (vi) harasses another user, promotes bigotry, racism, hatred or harm against any group or individual, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or otherwise interferes with another party's use or enjoyment of the Site; (vii) is profane, vulgar, obscene, pornographic or sexually explicit; (viii) is violent or threatening, or promotes violence or actions that are threatening in any way to anyone; (ix) promotes illegal or harmful activities or substances; or (x) constitutes unsolicited bulk email, "junk mail," "spam," chain letters or other unsolicited commercial communication (except as otherwise expressly permitted by Ventus).

(b) You will not impersonate any person or entity or attempt to gain unauthorized access to the registered account (including user name and/or password) of any other user of the Site or Services.

(c) You will not state or imply that Ventus endorses you, your User Content or any statements made by you, without Ventus' prior written consent.

(d) You will not attempt to (i) modify, translate, adapt, edit, decompile, disassemble or reverse engineer any technology applications or software programs used by Ventus in connection with the Site or Services; (ii) transmit any viruses, worms, trojan horses, defects, date bombs, time bombs or other destructive software or material to the Site; or (iii) engage in any activity (including hacking, spamming or flooding) that disrupts, diminishes the quality of, or interferes with the performance or functionality of the Site or Services or otherwise restricts any other user from using the Site or Services.

(e) You will not attempt to (i) obtain any information, data or materials relating to the Site through any means not intentionally made available by Ventus through the Site or Services, or attempt to gain unauthorized access to Ventus' databases, technology, computer systems or networks associated with the Site or Services; (ii) use any robot, spider, site search, retrieval software or other device or process to retrieve, index, data mine, harvest or collect data or information related to the Site or Services (including the structure of the Site) or other users of the Site or Services; or (iii) frame or mirror any portion of the Site other than the URLs provided to you by Ventus as part of the Site or Services.

(f) You will not encourage or instruct any other individual to do any of the foregoing or to violate these Terms or any Ventus policies.

(g) You agree that Ventus reserves the right, at any time, to reject or remove any User Content that it deems to be unsuitable for the Site or Services or in violation of these Terms.

(h) You agree to cooperate fully with Ventus to investigate any suspected or actual activity that may breach these Terms.

Ventus may immediately terminate your access to and use of the Site or Services if you fail to comply with the above policies.

5. COPYRIGHT INFRINGEMENT

Ventus is committed to respecting the intellectual property rights of others, and expects users of the Sites and Services to do the same. Ventus may terminate your registration with the Site or deny you access to or use of the Site and/or Services if you infringe, or are believed to be infringing, a copyright or other intellectual property right. In addition, Ventus reserves the right to remove, or disable access to, infringing material. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), Ventus will respond expeditiously to claims of copyright infringement on the Site that are reported to Ventus' "Designated Copyright Agent," identified below. If you have a good faith belief that any material or content made available on the Site infringe your copyright, you may send Ventus' Designated Copyright Agent a notice requesting removal of the material. Your notice of infringement must include the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are involved, a representative list of such works, (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit Ventus to locate the material on the Site, (d) the name, address, telephone number and email address (if available) at which Ventus may contact the complaining party, (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law, and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you have a good faith belief that a copyright infringement notice has been wrongly filed against you, the DMCA permits you to send a counter notice to Ventus. Notices and counter notices must meet then-current statutory requirements under the DMCA. The text of the DMCA may be found on the U.S. Copyright Office website at http://www.copyright.gov/. All notices and counter notices should be delivered to Ventus' Designated Copyright Agent at the following address:

6. LINKS

The Site may provide links to websites and access to content, resources, products and services from third parties, including users, advertisers, affiliates and sponsors of the Site. Such links are provided for reference only. Ventus is not liable for the availability or accuracy of any third party websites, and, except as otherwise expressly stated by Ventus, does not endorse any of the content, products or services available on any such websites. You agree that you are solely responsible for and assume all risk arising from your use of any such third party websites.

7. TERM AND TERMINATION

These Terms shall remain in effect until terminated as set forth herein. Ventus may immediately terminate the Terms, your registration with the Site and/or your access to the Site and Services, if you breach these Terms. Notwithstanding the foregoing, Ventus reserves the right to terminate the Site, Services or your registration or access thereto at any time and for any reason. You may terminate your registration with the Site at any time by emailing Ventus at webmaster@ventuscareers.com. Upon termination of these Terms, Ventus has no further obligation to provide Services to you, and all licenses and other rights granted to you by these Terms will immediately cease. The rights and obligations contained in Section 2(a) ("Ventus Content"), Section 5 ("Copyright Infringement"), Section 7 ("Term and Termination"), Section 8 ("No Warranties"), Section 9 ("Indemnification"), Section 10 ("Limitation of Liability") and Section 12 ("Miscellaneous") will survive termination of these Terms.

8. NO WARRANTIES

YOUR USE OF THE SITE, SERVICES AND VENTUS CONTENT IS AT YOUR SOLE DISCRETION AND RISK. THE SITE, SERVICES AND VENTUS CONTENT, AND ALL MATERIALS, INFORMATION, DATA, PRODUCTS AND SERVICES INCLUDED THEREIN, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. VENTUS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, SERVICES AND VENTUS CONTENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. VENTUS DISCLAIMS ANY WARRANTIES: (A) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SITE; OR (B) THAT THE SITE, SERVICES OR VENTUS CONTENT WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VENTUS, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

9. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Ventus, its officers, directors, employees and agents, harmless from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees), arising directly or indirectly out of or from (a) your violation of these Terms, (b) your activities in connection with the use of the Site or Services, and (c) any claim that your User Content caused damage to a third party, including violation of any third party intellectual property, publicity, confidentiality, property or privacy right.

10. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL VENTUS BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR YOUR ACCESS TO OR USE OF THE SITE, SERVICES, VENTUS CONTENT OR ANY OTHER PRODUCTS, SERVICES, CONTENT, INFORMATION OR MATERIAL AVAILABLE FROM OR THROUGH THE SITE, INCLUDING, AS APPLICABLE, ANY DAMAGES RESULTING FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SITE OR CONTENT (INCLUDING USER CONTENT), THE TRANSMISSION OR DISTRIBUTION OF CONTENT (INCLUDING USER CONTENT), OR ANY INTERRUPTIONS OR ERRORS THERETO, IN ANY MANNER WHATSOEVER, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT VENTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VENTUS' AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED (A) THE AMOUNTS PAID BY YOU TO ACCESS AND USE THE SITE, SERVICES AND/OR VENTUS CONTENT, OR (B) ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. VENTUS WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OF OR ERRORS RELATED TO THE SITE OR ANY CONTENT (INCLUDING USER CONTENT) ON THE SITE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations or exclusions may not apply to you.

11. PRIVACY

Ventus is concerned about the privacy of its users and has developed a policy to address privacy concerns. You can find the current Ventus Privacy Policy, which is incorporated herein by reference, at http://www.ventuscareers.com/privacypolicy.aspx.

12. MISCELLANEOUS

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, excluding that body of laws known as conflicts of law. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Nashville, Tennessee, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. These Terms, and any other legal notices published by Ventus on the Site, shall constitute the entire agreement between you and Ventus concerning the Site, Services, Ventus Content and User Content. If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. The failure by either party to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. These Terms are not assignable or transferable by you except with Ventus' prior written consent. These Terms may not be modified or amended except as set forth in Section 1 of these Terms.