Insight Café General Terms
These General Terms (the “Terms”) govern all order forms, purchase orders, statements of works, and online subscription forms(each an “Order(s)”), provided by VALUENEX, Inc (“VALUENEX”) for its Insight Café’s services (the “Services”), which may include a startup visualization tool called “Startup Finder”, events (meet-ups, happy hours, or similar business networking gatherings), business matchmaking service, meeting-room rentals and special event place rentals. Any contradiction between Order and the Terms will be resolved in favor of the Terms, unless the Order explicitly identifies the provision in the Terms that it modifies. VALUENEX may update these Terms from time to time by providing notice on its website and/or via electronic communication to you. By entering into or making an Order, you (the “Client”) agree to be bound by these Terms and any updates, as may be provided by VALUENEX from time to time.
1. PAYMENT
Orders for the Service are to be prepaid and are non-refundable. Pursuant to an Order, the Services can be purchased on a monthly, semiannual or annual basis. The Services will automatically renew for a term equivalent to that of the Order unless the Client or VALUENEX provide written notice of non-renewal at least 60 days prior to the end of the then-current term. Regardless of any notice of non-renewal by Client, prepaid fees paid to VALUENEX will be deemed already earned and not refunded. Client attendance at events and use of the Services is optional. Failure of Client to utilize the Services shall not be grounds for a refund or credit.
2. OWNERSHIP AND USE OF THE SERVICES
VALUENEX owns and retains all rights to the Services. Client will not, and will ensure that its Approved Users do not record events or make copies of recorded materials or visualizations and data provided by VALUENEX. Only the individuals expressly named in an Order (each an “Approved User”), which includes up to three people from the Client’s organization, may access the Services. Approved Users are not permitted to simultaneously (i) use the startup visualization tool (Startup Finder) and (ii) services such as meet-ups and happy hours. Each Approved User will be issued a unique password, which may not be shared. Client agrees to review and comply with all usage policies available on the VALUENEX website. VALUENEX may publish or provide additional rules and guidelines for specific services or benefits with the Services, which will be incorporated into these Terms for any Client or users that use such Services. Client may have access to third party services and products through the Services, which services and products shall be governed by, and Client agrees to comply with, separate terms of service provided by such third parties.
3. DISCLAIMER OF WARRANTIES.
VALUENEX does not guarantee any business results or growth from Client’s use of the Services. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND VALUENEX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR AS TO ACCURACY, COMPLETENESS OR ADEQUACY OF INFORMATION RELATED TO THE SERVICES. CLIENT RECOGNIZES THERE ARE UNCERTAINTIES INHERENT IN ANY ANALYSIS, INFORMATION, AND INTRODUCTIONS THAT MAY BE PROVIDED AS PART OF THE SERVICES; AND ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR CLIENT’S OWN INDEPENDENT EVALUATION AND ANALYSIS AND SHOULD NOT BE CONSIDERED A RECOMMENDATION TO PURSUE ANY COURSE OF ACTION. VALUENEX SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT CLIENT MAY TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN OR INTRODUCTIONS FACILITATED BY VALUENEX. CLIENT UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF THE SERVICES. WHILE VALUENEX MAY FACILITATE INTRODUCTIONS FOR CLIENT AS PART OF THE SERVICES, VALUENEX SHALL BEAR NO RESPONSIBILITY FOR THE QUALITY, PROCESS, OR OUTCOME OF SUCH INTRODUCTIONS. CLIENT SHALL BEAR SOLE RESPONSIBILITY FOR ANY AND ALL DIRECT AND INDIRECT OUTCOMES OF INTRODUCTIONS OFFERED BY VALUENEX. VALUENEX DOES NOT WARRANT ACCURACY, TIMELINESS, OR COMPLETENESS OF DATA THAT IT PROVIDES TO CLIENT, INCLUDING DATA EXTRACTED FROM THIRD PARTY SOURCES SUCH AS CRUNCHBASE.
4. CLIENT CONFIDENTIAL INFORMATION
VALUENEX agrees to keep confidential any Client-specific information communicated by Client to VALUENEX in connection with any Order when such Client-specific information is (i) clearly marked confidential if provided in written form, or (ii) preceded by a statement that such information is confidential, if provided in oral form, and such statement is confirmed in writing within 30 days of its initial disclosure. This obligation of confidence shall not apply to any information that: (1) is in the public domain at the time of its communication; (2) is independently developed by VALUENEX; (3) entered the public domain through no fault of VALUENEX subsequent to Client’s communication to VALUENEX; (4) is in VALUENEX’s possession free of any obligation of confidence at the time of Client’s communication to VALUENEX; or (5) is communicated by the Client to a third party free of any obligation of confidence. Notwithstanding the foregoing, VALUENEX may disclose any information required by a legal process.
5. DATA PROTECTION
In performing its obligations under any Order, VALUENEX and Client will each comply with all applicable data privacy legislation. In providing the services VALUENEX shall comply with its global privacy policy available at Privacy Policy.
6. WAIVER OF CLAIMS
To the extent permitted by law, Client, on its own behalf and on behalf of its Approved Users, and Client’s employees, agents, guests and invitees, waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees against VALUENEX and its affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “VALUENEX Parties”) and VALUENEX's landlords resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet, except to the extent caused by the gross negligence, willful misconduct or fraud of the VALUENEX Parties.
7. LIMITATION OF LIABILITY
To the extent permitted by law, the aggregate monetary liability of any of the VALUENEX Parties to Client and its Approved Users, and Client or its employees, agents, guests and invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under this the Terms and Orders in the twelve (12) months prior to the claim arising. None of the VALUENEX Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. Clients acknowledges and agree, on its behalf and on behalf of its Approved Users, that, to the extent permitted by law, neither Client nor Approved Users may commence any action or proceeding against any of the VALUENEX Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
8. INDEMNIFICATION
To the extent permitted by law, Client will indemnify VALUENEX and the VALUENEX Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach or alleged breach of this Terms and Orders by Client or its Approved Users or Client’s or Approved Users’ guests, invitees or pets or any of Client’s or Approved Users’ actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct or fraud of the VALUENEX. Client is responsible for the actions of and all damages caused by all persons and pets that its, its Approved Users or its or their guests invite to enter the VALUENEX offices. Client shall not make any settlement that requires a materially adverse act or admission by the VALUENEX Parties or imposes any obligation upon any of the VALUENEX Parties unless Client has first obtained VALUENEX’s or the relevant VALUENEX Party’s written consent. None of the VALUENEX Parties shall be liable for any obligations arising out of a settlement made without their prior written consent.
9. INSURANCE
Client is responsible for maintaining, at its own expense and at all times during the Term, insurance in form and amount appropriate to its business.
10. PROPERTY
VALUENEX is not responsible for any property Client leaves behind in VALUENEX offices. It is Client’s and Approved Users’ responsibility to ensure that personal items are secure. VALUENEX will be entitled to dispose of any property remaining in its office and Client and Approved Users waive any claims or demands regarding such property or VALUENEX’s handling of such property.
11. MISCELLANEOUS
(a) Assignability
All Orders, these Terms, and the rights granted to Client and its Approved Users hereunder may not be assigned, sublicensed or transferred, in whole or in part, by either party without the prior written consent of the other party, except to a successor to substantially all of the business or assets of a party by merger or acquisition.
(b) Arbitration
Any unresolved dispute under these Terms shall be decided by arbitration conducted in Santa Clara, CA before a single arbitrator under the administration of AAA, in accordance with AAA’s then current rules. The decision of the arbitrator shall be final and binding, and the award may be entered in any court having jurisdiction.
(c) Applicable Law.
The Terms and all Orders shall be governed by and construed in accordance with the procedural and substantive laws of the State of California, without reference to its conflict of law principles.
(d) Use of Name, Trademark, and Logo.
Absent the prior written consent of the other party, neither party shall use the name, trademarks, or logo of the other party in promotional materials, publicity releases, advertising, or any other similar publications or communications.
(e) No Third-Party Beneficiaries.
The Terms and all Orders are for the benefit of the parties only.
(f) Upgrades and Modifications.
At its sole discretion, VALUENEX may modify, discontinue, or change components of the Services.
(g) Copies and Recording.
Client will not make any copies of reports or other information provided by VALUENEX, except the limited numbers necessary for its use of the Services; will not record any event hosted by VALUENEX; and will not use the Services to create or as the basis for its own services that are similar to the Services.
(h) Hours.
VALUENEX, in its sole discretion, will set the hours and days of the week when the Services, including use of the office, is available.
(i) Taxes.
Client agrees to pay promptly: (i) all sales, use, excise, value added, and any other taxes which it is required to pay to any other governmental authority and (ii) all sales, use, excise, value added and any other taxes attributable to the Services.
(j) Enforceability.
Each provision of this Terms and Orders shall be considered severable. To the extent that any provision of the Terms or Orders is prohibited or otherwise limited, the Terms and Orders shall be considered amended to the smallest degree possible in order to make them effective under applicable law. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
(k) Nature of these Terms.
Notwithstanding anything in the Terms and Orders to the contrary, the Terms and Orders shall in no way be construed so as to grant Client or your Approved Users any title, easement, lien, possession or related rights in VALUENEX’s business, office, or anything contained in its office. The Terms and Orders create no tenancy interest (including any security of tenure), leasehold estate, or other real property interest.
(l) Relationship of the parties.
Client and VALUENEX are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by the Terms or Orders. Neither party will in any way misrepresent our relationship.
(m) Interpretation.
The section and paragraph headings in this Terms and Orders are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in the Terms and Orders shall be read as being followed by “without limitation” where appropriate.
(n) Extraordinary Events.
VALUENEX will not be liable for, and will not be considered in default or breach of the Terms or Orders on account of, any delay or failure to perform arising out of or caused by, directly or indirectly, forces that are beyond VALUENEX’s reasonable control, including, without limitation, any delays or changes in construction of, or VALUENEX’s ability to procure any space in, any office; any conditions under the control of our landlord at the VALUENEX offices; acts or orders of Government; acts of God; epidemics or pandemics; or public health emergencies.
Last Updated: June 30, 2023