Terms of Service

1.1 What we do. Ventra works with AI labs and other companies building artificial intelligence to help them train, evaluate, and improve their models. Our services include:

• helping companies license their business data to AI labs, which is our current focus;
• sourcing, vetting, and hiring subject-matter experts;
• having experts create training data, evaluate model outputs, and otherwise help train and improve models;
• building reinforcement learning environments, tasks, and evaluations; and
• helping AI labs acquire datasets.

In our data licensing work, we license or acquire business data from companies ("Data Sellers") and license, sell, or otherwise make it available, directly or as an intermediary, to AI labs, AI developers, data marketplaces, research organizations, and other buyers ("Buyers"), including for training, fine-tuning, evaluating, benchmarking, and improving AI models. We may also introduce companies to Buyers and earn referral or other compensation.

1.2 Service. The Service and its content are protected by intellectual property laws. Subject to this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Service for its intended business purposes.

1.3 Supplemental terms. Some features are governed by additional terms, including our Referral Program Terms for our Referral Program, and any separate data license, purchase, or transaction agreement you or your company sign with us (a "Data Agreement"). Those terms are part of this Agreement. If they conflict with this Agreement, the supplemental terms control for that feature or transaction.

1.4 Company data assessments. The Service may let you submit information about a company, such as its tools, record types, approximate data volumes, and business contact details, so we can evaluate whether a data licensing opportunity exists ("Assessment Information").

• If you submit Assessment Information on behalf of a company, you represent that you have authority to provide it and to authorize its use as described in this section.
• You authorize Ventra to review, organize, analyze, and use Assessment Information to evaluate potential opportunities and communicate with you about them. We may share relevant Assessment Information with prospective Buyers, data licensing and distribution partners, and research organizations to evaluate the opportunity, and we require those recipients to protect confidential Assessment Information and limit their use to evaluating the opportunity.
• Submitting Assessment Information does not grant Ventra or any third party a license to access, extract, sell, sublicense, or train AI models on your company's underlying records. Those rights require a Data Agreement. We will not sell Assessment Information as a dataset or use it to train AI models under this Agreement.
• For an assessment, submit only the information the assessment requests. Do not submit underlying company records, account credentials, or personal information contained in your company's systems unless a Data Agreement is in place or we instruct you to through the Tools.
• Submitting an assessment does not guarantee an offer, transaction, valuation, or payment. A Data Agreement will set the licensing arrangement and payment terms for any transaction.

2.1 Your Data. "Your Data" means any data, records, files, exports, samples, metadata, record counts, volume estimates, credentials, or other information that you or your company submit, upload, export, collect, or make available through the Service or the Tools, or share directly with a Buyer or other third party in connection with the Service, and any access you grant to your or your company's systems or accounts.

2.2 You are responsible for Your Data. You are solely responsible for Your Data and for how you collect, export, and share it. You represent and warrant that you and your company:

• own Your Data or have all rights, authority, and permissions needed to submit, export, share, and license it;
• have provided every notice and obtained every consent and lawful basis required by law, contract, or policy, including from employees, customers, contacts, and any other individuals whose information Your Data contains;
• are not violating any confidentiality obligation, contract (including agreements with customers, vendors, or software providers), third-party platform terms, or law by doing so; and
• will not submit data you are not permitted to share, such as health, financial account, payment card, biometric, children's, or other sensitive data, unless a Data Agreement expressly permits it.

2.3 Direct access and sharing with Buyers. If you or your company give a Buyer or any other third party access to your data, systems, or accounts, or send or upload data directly to them, including after you accept a Buyer's offer, that relationship is solely between you and that third party. Ventra does not control, and is not responsible for, any third party's access to, use, security, retention, disclosure, or training on your data, or any agreement between you and that third party.

2.4 AI training is irreversible. You understand that data licensed to Buyers may be used to train, fine-tune, evaluate, and improve AI models, and that once data has been delivered or used for those purposes, it may not be possible to delete, retrieve, or remove it or its influence from any model or system. Ventra has no obligation to obtain deletion or return of data from any Buyer or model, except as a signed Data Agreement expressly requires.

2.5 Estimates are not offers. Record counts, data volume estimates, valuations, price ranges, and other figures shown in the Service or discussed with us are estimates only. They are not offers or commitments. Only a signed Data Agreement creates any obligation to license data or make a payment.

2.6 Data Agreements control. Any license, sale, or transfer of your company's data, and any obligations Ventra takes on about that data, are governed only by a signed Data Agreement. This Agreement does not create any license to your data or any obligation on Ventra regarding it, except as expressly stated in Section 1.4.

2.7 No obligation to review. Ventra has no obligation to review, verify, or monitor Your Data. We may decline, delete, return, or refuse to process any of Your Data at any time.

2.8 Your systems and backups. You are responsible for your own systems, accounts, and devices, and for keeping your own backups of Your Data. Ventra is not responsible for the loss, corruption, or deletion of Your Data, or for any unauthorized access to your systems or accounts.

3.1 Tools. "Tools" means our browser extension (including for Google Chrome), data collection and export tools, upload and packaging tools, connectors, AI features, and any other software or features we make available to help you find, collect, organize, export, or submit data, as we add or change them from time to time.

3.2 License. Subject to this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable license to install and use the Tools only to evaluate, prepare, and submit your company's data through the Service. You may uninstall the Tools at any time.

3.3 How the Tools work. Our browser extension helps you measure how much data your company keeps in its software tools. You choose the tools, and the extension opens them in tabs in your own browser, using the accounts you are already signed into. To find each data-volume figure, the extension:

• reads page content in those tabs, such as text, links, buttons, and figures, which may include names, email addresses, messages, or other information visible in your tools;
• may take screenshots of those tabs;
• sends that content to Ventra's servers and to our AI and other service providers, which help decide where to click and help read the figures; and
• may run automated steps in those tabs, including scripts generated by AI, to navigate, scroll, and count records.

By starting a measurement, you instruct and authorize the extension to take these steps on your behalf, in your browser, using your accounts. The extension is designed to be read-only and to act only on the tools you select. You review the results before saving them to your company's Ventra account. You can also choose to download your data from those tools to your own device, either manually or automatically. Downloaded files are saved on your device, and what you do with them is your responsibility. If you want to license your company's underlying records, you do that separately under a signed Data Agreement.

3.4 Your responsibility for Tool use. You are solely responsible for your use of the Tools, including making sure that:

• you are authorized to access every account, system, and tool you use the Tools with, to let the Tools read and act on those accounts and pages, and to share their content with Ventra and its service providers as described above;
• your use complies with the terms of any third-party website, software, or platform the Tools interact with. Some services prohibit or limit automated access, scraping, or bulk exports, and may suspend or terminate your account as a result;
• you select the right accounts and tools, review what the Tools collect before you save it, and stop a run if anything looks wrong; and
• you keep your own backups and do not rely on the Tools as a record-keeping system.

3.5 Tools are provided as is. The Tools may contain errors, may be incomplete or inaccurate, may be experimental or in beta, may update automatically, and may be changed, suspended, or discontinued at any time without notice. AI-guided steps and scripts may be inaccurate or behave in unexpected ways. Your use of a browser extension is also subject to the terms of the browser and extension store you get it from.

3.6 No liability for Tools. TO THE FULLEST EXTENT THE LAW ALLOWS, VENTRA IS NOT LIABLE FOR ANY LOSS, DAMAGE, CLAIM, OR LIABILITY ARISING FROM OR RELATED TO THE TOOLS OR YOUR USE OF THEM, INCLUDING: (a) THE LOSS, CORRUPTION, DELETION, DISCLOSURE, OR EXPOSURE OF ANY DATA; (b) UNAUTHORIZED ACCESS TO YOUR ACCOUNTS, SYSTEMS, OR DEVICES; (c) ANY SUSPENSION, TERMINATION, OR PENALTY BY A THIRD-PARTY SERVICE OR PLATFORM; (d) ERRORS, GAPS, OR INACCURACIES IN DATA THE TOOLS COLLECT OR EXPORT; (e) DAMAGE TO OR MALFUNCTION OF YOUR DEVICE, BROWSER, OR SOFTWARE; (f) CONFLICTS WITH OTHER SOFTWARE; (g) ANYTHING THAT HAPPENS TO DATA YOU DOWNLOAD, INCLUDING ITS STORAGE, SECURITY, SHARING, OR LOSS; (h) ANY ACTION TAKEN BY AI-GUIDED STEPS OR SCRIPTS IN YOUR BROWSER; AND (i) ANY ACTION YOU TAKE USING THE TOOLS OR THE SERVICE.

3.7 More information. Our Extension Privacy Notice explains in more detail what the extension reads and where it goes, and our Support page explains how to stop a run, revoke access, or uninstall the extension.

4.1 Registering your account. To use certain features, you may need to create an account. You must be at least 18 years old to create an account or use the Service.

4.2 Registration data. You agree to provide accurate, current, and complete information and to keep it up to date. If we reasonably suspect any information you provide is untrue, inaccurate, or incomplete, we may suspend or terminate your account.

4.3 Your account. You are responsible for all activity under your account. You may not share your account or password, and you must notify us immediately of any unauthorized use or security breach. We may close accounts that have been inactive for 180 days.

4.4 Company accounts. If you use the Service on behalf of a company, this Agreement binds both you and that company, the company is responsible for the acts of everyone who uses the Service on its behalf, and we may share information about your use of the Service with that company.

4.5 Equipment. You are responsible for the devices, software, and internet access needed to use the Service, and for any related fees.

5.1 Your Content. "Your Content" means information, messages, and other materials you submit to or through the Service, including Your Data, Assessment Information, and referral information. You are responsible for Your Content, and you represent that you have the rights and permissions needed to submit it and to grant the license below.

5.2 License to Your Content. You grant Ventra and its Affiliates a non-exclusive, worldwide, royalty-free license to use, copy, store, process, and share Your Content as needed to operate and improve the Service, evaluate and pursue the opportunities you submit, administer the Referral Program, communicate with you, and comply with law, as further described in this Agreement and our Privacy Policy. Any rights to license your company's data to Buyers come only from a Data Agreement.

5.3 Content restrictions. You must not submit content that is unlawful, deceptive, fraudulent, infringing, defamatory, harassing, or invasive of another person's privacy; that you do not have the right to share under any law or contractual or fiduciary duty; or that contains malware or harmful code.

5.4 Storage. Unless a Data Agreement says otherwise, we have no obligation to store Your Content, and we are not responsible for its deletion or loss.

6.1 The Service. Ventra and its licensors own all rights in the Service and the Tools, including their software, design, text, and other content, and all improvements to them. You may not remove or obscure any proprietary notices.

6.2 Trademarks. The Ventra name, logos, and related marks, and those of our Affiliates, may not be used without our written permission. Other marks on the Service belong to their owners.

6.3 Feedback. If you give us suggestions or feedback, we may use them without restriction or payment to you.

6.4 Affiliates. "Affiliates" means entities that control, are controlled by, or are under common control with Ventra. Our Affiliates may operate parts of the Service and the Tools on our behalf.

Unless we expressly authorize it in writing, you must not, directly or by helping another person:

• scrape, crawl, harvest, monitor, copy, or download Service content or data through bots, spiders, scripts, automated agents, or other automated processes, including public and account-restricted content and personal information (use of the Tools as intended is permitted);
• reverse engineer, decompile, disassemble, modify, or attempt to discover the source code of the Service or the Tools;
• use the Service or information obtained from it to create or improve competing products or services, including to develop, train, fine-tune, or otherwise improve artificial intelligence or machine-learning models;
• automate account creation, submissions, or referrals;
• bypass access controls, security features, or usage limits, access another person's account, or interfere with or disrupt the Service or its networks;
• use the Service or the Tools to access any account or system you are not authorized to access, or to collect data you are not permitted to share;
• impersonate any person or misrepresent your affiliation with any person or company;
• use the Service in violation of any law, including privacy, marketing, anti-bribery, sanctions, and export laws; or
• reproduce, sell, publish, or otherwise exploit the Service outside the rights this Agreement grants.

Public visibility of content does not by itself grant permission for a restricted use. We may investigate violations and suspend or terminate access.

The Service and the Tools may link to, interact with, or integrate with third-party websites, software, platforms, and Buyers. We do not control them and are not responsible for their content, availability, policies, security, or practices, or for their use of any data. Your use of them is at your own risk and subject to their terms.

Ventra does not currently charge a fee to use the Service. We may introduce fees in the future with notice. You are responsible for any taxes that apply to payments you receive through the Service.

10.1 No legal, tax, or financial advice. Ventra does not give legal, tax, privacy, accounting, or financial advice. Nothing in the Service, the Tools, or our communications, including any valuation, estimate, or statement about what data can be licensed, is advice about whether you or your company are legally or contractually permitted to collect, export, share, or license any data. You should consult your own advisors before doing so.

10.2 Release. To the fullest extent the law allows, you release Ventra, its Affiliates, and their owners, managers, employees, and agents from all claims, damages, and liabilities of every kind, known and unknown, arising from or related to (a) any dispute between you and a Buyer, Data Seller, referral partner, platform provider, or other third party, and (b) any third party's access to or use of your data.

10.3 Assumption of risk. You understand that collecting, exporting, sharing, and licensing data carries risks, including legal, contractual, security, and privacy risks, and you use the Service and the Tools, and provide data, at your own risk. No security measure is perfect, and Ventra is not responsible for any hacking, tampering, or unauthorized access to the Service, the Tools, your accounts, or any data.

10.4 No other promises. Statements made by Ventra's team, in sales conversations, or in marketing materials do not change this Agreement or create any warranty or obligation not stated in it or in a signed Data Agreement.

To the fullest extent the law allows, you will defend, indemnify, and hold harmless Ventra, its Affiliates, and their owners, managers, employees, and agents from any third-party claims, and the resulting losses, damages, fines, penalties, and reasonable attorneys' fees, arising from or related to: (a) Your Data or Your Content, including any claim that you lacked the rights, notices, or consents needed to share or license it; (b) your use of the Service or the Tools; (c) any access you gave to, or data you shared with, a Buyer or other third party; (d) your breach of this Agreement or any third-party terms; or (e) your violation of law or another person's rights. We may control the defense of any claim at our own expense, and you will cooperate.

12.1 As is. THE SERVICE AND THE TOOLS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, VENTRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE OR THE TOOLS WILL BE UNINTERRUPTED, SECURE, ACCURATE, OR ERROR-FREE, OR THAT THEY WILL COMPLY WITH THE TERMS OF ANY THIRD-PARTY SERVICE. WE MAKE NO ASSURANCE OF ANY OFFER, TRANSACTION, VALUATION, OR INCOME.

12.2 Your data and third parties. YOU ARE SOLELY RESPONSIBLE FOR YOUR DATA AND FOR YOUR DEALINGS WITH BUYERS AND OTHER THIRD PARTIES. VENTRA IS NOT RESPONSIBLE FOR HOW ANY BUYER OR THIRD PARTY ACCESSES, USES, SECURES, RETAINS, DISCLOSES, OR TRAINS ON ANY DATA.

12.3 Artificial intelligence. Some features may use third-party AI tools. AI output can be inaccurate, and you should not rely on it without checking it.

13.1 No liability for data. TO THE FULLEST EXTENT THE LAW ALLOWS, AND EXCEPT AS A SIGNED DATA AGREEMENT EXPRESSLY PROVIDES, VENTRA AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY LOSS, DAMAGE, CLAIM, OR LIABILITY ARISING FROM OR RELATED TO YOUR DATA, INCLUDING ITS COLLECTION, EXPORT, SUBMISSION, STORAGE, TRANSFER, LICENSING, USE, OR LOSS; ANY ACCESS YOU GIVE TO US OR TO ANY BUYER OR THIRD PARTY; ANY BUYER'S OR THIRD PARTY'S USE OF DATA, INCLUDING FOR AI TRAINING; OR THE TOOLS.

13.2 Disclaimer of certain damages. TO THE FULLEST EXTENT THE LAW ALLOWS, VENTRA AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICE, OR THE TOOLS, ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

13.3 Cap on liability. TO THE FULLEST EXTENT THE LAW ALLOWS, VENTRA'S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICE, OR THE TOOLS WILL NOT EXCEED THE GREATER OF (a) $100 OR (b) IF APPLICABLE, THE STATUTORY REMEDY IMPOSED BY THE STATUTE UNDER WHICH THE CLAIM ARISES. Liability under the Referral Program is governed by the Referral Program Terms, and liability under a Data Agreement is governed by that Data Agreement. This cap does not apply to liability for death or personal injury caused by our negligence or to our fraud.

13.4 Exclusions. Some jurisdictions do not allow certain exclusions or limitations of damages, so some of the above may not apply to you.

13.5 Basis of the bargain. These limitations are a fundamental part of the bargain between you and Ventra. We would not provide the Service or the Tools without them.

14.1 Term. This Agreement starts when you accept it and continues while you use the Service or the Tools.

14.2 Termination by Ventra. We may suspend or terminate your access immediately if you materially breach this Agreement or if required by law. We may also terminate this Agreement or your access at any time without cause on notice to you.

14.3 Termination by you. You may terminate this Agreement by notifying us, closing your account, and uninstalling the Tools.

14.4 Effect of termination. When this Agreement ends, your right to use the Service and the Tools ends, and we may delete Your Content from our live systems, except as a Data Agreement requires. Provisions that by their nature should survive will survive, including Sections 2, 3.6, and 10 through 16. If we terminate your account for cause, you may not re-register under a different name.

14.5 International users. The Service is operated from the United States. If you use it from elsewhere, you are responsible for complying with local law.

15.1 Scope. You and Ventra agree that any dispute, claim, or controversy arising from or relating to this Agreement, the Service, or the Tools (a "Dispute") will be resolved by binding individual arbitration, except that (a) either party may bring an individual claim in small claims court, and (b) either party may seek injunctive relief in court to protect its intellectual property or confidential information or to stop unauthorized use of the Service. Disputes about the Referral Program are governed by the Referral Program Terms, and disputes about a Data Agreement are governed by that Data Agreement.

15.2 Informal dispute resolution. Before starting arbitration, the party raising a Dispute must send written notice to the other. Notices to Ventra go to [email protected] or to 539 W. Commerce St #2851, Dallas, TX 75208. The notice must include your name, mailing address, email address, and phone number; your counsel's contact details, if any; and a description of the Dispute and the relief sought. The parties will try to resolve the Dispute informally for 45 days, which is a required step before arbitration. Either party may request an individual conference during that period. Statutes of limitation are paused during informal resolution.

15.3 Waiver of jury trial. YOU AND VENTRA WAIVE ANY RIGHT TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY, EXCEPT AS SECTION 15.1 PROVIDES.

15.4 Waiver of class and representative relief. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. The arbitrator may award relief only to the individual party seeking it and only as needed for that party's individual claim. If a final, non-appealable decision holds this Section 15.4 unenforceable as to a particular claim or request for relief, that claim or request (and only that one) will be severed and decided in court after the arbitration of all other claims.

15.5 Rules and forum. The Federal Arbitration Act governs this Arbitration Agreement. Arbitration will be administered by National Arbitration and Mediation ("NAM") under its rules then in effect. A party starts arbitration by sending a demand to the other party, with Ventra's copy going to the contact details in Section 15.2. Unless the parties agree otherwise, any in-person hearing will take place in Travis County, Texas, or by video. Materials exchanged in arbitration are confidential.

15.6 Arbitrator. The arbitrator will be a retired judge or an attorney licensed in Texas, selected from NAM's roster. The arbitrator has authority to resolve all Disputes, including disputes about the scope or enforceability of this Arbitration Agreement, except that a court will decide Disputes about Section 15.4. The award is final and binding, and judgment may be entered in any court with jurisdiction.

15.7 Fees. Each party bears its own attorneys' fees and costs unless the law or NAM's rules provide otherwise, or the arbitrator finds a claim was frivolous or brought for an improper purpose.

15.8 Batch arbitration. If 25 or more similar demands are filed against Ventra by or with the help of the same law firm or coordinated group, the parties agree that NAM will administer them in batches of up to 100, with one arbitrator per batch and a single set of fees per batch. This does not create a class or representative proceeding.

15.9 30-day right to opt out. You may opt out of this Arbitration Agreement by sending written notice to Ventra Holdings LLC, 539 W. Commerce St #2851, Dallas, TX 75208, or to [email protected], within 30 days after first becoming subject to it. The notice must include your name, address, the email address on your account, and a clear statement that you want to opt out. Opting out does not affect the rest of this Agreement.

15.10 Invalidity. If any part of this Arbitration Agreement other than Section 15.8 is found invalid, that part will be severed and the rest will remain in effect. If Section 15.8 is found invalid, this entire Arbitration Agreement will be void, and Disputes will be heard in the state or federal courts located in Travis County, Texas.

15.11 Modification. If we make a material change to this Arbitration Agreement, we will notify you. Changes will not apply to a Dispute you notified us about before the change.

16.1 Electronic communications. You consent to receive communications from us electronically, and you agree that electronic communications satisfy any legal requirement that they be in writing.

16.2 Assignment. You may not assign or transfer this Agreement without our written consent. We may assign it without your consent.

16.3 Force majeure. We are not liable for delays or failures caused by events outside our reasonable control.

16.4 Questions and complaints. Please contact us at [email protected] or visit our Support page.

16.5 California users. Under California Civil Code Section 1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (800) 952-5210.

16.6 Agreement updates. We may update this Agreement by posting a revised version with a new "Last Updated" date. For material changes, we will provide notice by email or through the Service. Continued use of the Service or the Tools after an update takes effect means you accept it.

16.7 Venue. To the extent a Dispute is permitted to proceed in court, it will be brought exclusively in the state or federal courts located in Travis County, Texas.

16.8 Governing law. This Agreement is governed by the laws of the State of Texas, consistent with the Federal Arbitration Act, without regard to conflict-of-laws principles.

16.9 Notice. You are responsible for keeping a valid email address on file. Notices we send to that address are effective when sent. You may give notice to us at [email protected] or at our mailing address above.

16.10 Waiver and severability. A failure to enforce a provision is not a waiver. If any provision is held unenforceable, it will be enforced to the maximum extent allowed and the rest of this Agreement will remain in effect.

16.11 Export control. You may not use the Service or the Tools in violation of U.S. export control or sanctions laws.

16.12 Entire agreement. This Agreement, together with any supplemental terms under Section 1.3 and our Privacy Policy, is the entire agreement between you and Ventra about the Service and the Tools.

Ventra Holdings LLC
539 W. Commerce St #2851, Dallas, TX 75208
[email protected]