LEGALITY

VENTALLY PAYMENT TERMS ACKNOWLEDGMENT

 

 

Effective Date: 15 Of August, 2025

 

This Payment Terms Acknowledgment ("Acknowledgment") is entered into by and between Ventally Limited Liability Company, a corporation duly organized and existing under the laws of its jurisdiction, with its principal place of business in the State of Connecticut ("Ventally" or the "Company"), and the undersigned individual ("Listener"). Ventally and the Listener are hereinafter collectively referred to as the "Parties."
By executing this Acknowledgment, the Listener expressly affirms that they have thoroughly reviewed, fully understood, and voluntarily accepted the terms, policies, and procedures governing compensation and financial obligations applicable to their engagement as an independent contractor on the Ventally platform.

 

 

1. INDEPENDENT CONTRACTOR STATUS


1.1 The Listener acknowledges and agrees that their engagement with Ventally is that of an independent contractor. Nothing in this Acknowledgment shall be construed to establish an employment, agency, fiduciary, or partnership relationship between the Parties.

1.2 The Listener is solely and exclusively responsible for the reporting and payment of all applicable taxes, withholdings, levies, and other government-imposed charges related to the compensation received from Ventally.

2. PAYMENT STRUCTURE


2.1 Compensation is strictly performance-based and calculated according to the number and type of eligible sessions completed in accordance with platform standards, as verified by Ventally’s internal systems.

2.2 Ventally provides no assurance or guarantee of any minimum earnings, hours, or session volumes. Compensation is contingent upon verified service delivery and does not include retainers or guaranteed base pay.


2.3 All rates, bonuses, and incentive structures are subject to modification at the sole discretion of Ventally, with reasonable advance notice provided through written communication or platform alerts.

3. ELIGIBILITY FOR PAYMENT


3.1 The Listener shall only be entitled to payment for sessions that are fully compliant with Ventally's quality standards, technical protocols, and behavioral expectations, and which have been properly recorded and verified.

3.2 Sessions that are incomplete, cancelled, disputed, or fail to meet platform requirements may be withheld from payment eligibility, subject to further investigation or clarification.

3.3 Payment shall not be issued for any session during which the Listener has violated platform rules, provided inadequate service, or failed to uphold professional obligations, as determined solely by Ventally.

3.4 In instances of misconduct, fraud, misrepresentation, or willful breach of this Acknowledgment or related agreements, the Listener shall forfeit all rights to pending or accrued compensation, and Ventally shall be entitled to recover any overpayments or unearned disbursements by offset or other lawful means.

4. PAYMENT TIMING AND METHOD

4.1 Payment disbursements shall be processed through authorized third-party providers (e.g., Stripe, PayPal, ACH), on a recurring basis as outlined in the Listener’s dashboard or official communication.

4.2 The Listener bears the responsibility to maintain current, accurate, and secure payment credentials. Ventally shall not be held liable for any failed, delayed, or misdirected payments resulting from user error.

4.3 The Listener shall bear any applicable transaction fees, processing charges, foreign exchange deductions, or platform-imposed service costs associated with payment receipt.

5. DISPUTES AND RECONCILIATION


5.1 Any discrepancies or concerns regarding payment must be reported in writing to Ventally within seven (7) calendar days from the issuance date of the disputed transaction. Claims submitted beyond this period are irrevocably waived.

5.2 The Listener agrees to cooperate fully with any investigation, audit, or review initiated by Ventally relating to financial activity, and to furnish any requested records, logs, or documentation as reasonably required.

5.3 Ventally may, in its discretion, suspend or withhold payments during investigations of suspected errors, irregularities, or misconduct.

5.4 Any claim for missing, delayed, or unpaid compensation must be submitted no later than ninety (90) calendar days from the date payment was due. After such period, the claim is permanently barred.

6. NON-CIRCUMVENTION AND NON-SOLICITATION


6.1 The Listener shall not accept, solicit, or facilitate payments, gifts, or monetary benefits from any user of the platform outside of the official payment infrastructure.

6.2 Any attempt to bypass Ventally’s payment system, whether directly or indirectly, constitutes a material breach of this Acknowledgment and may result in immediate suspension, termination, and potential legal liability.

7. MODIFICATION AND TERMINATION


7.1 Ventally reserves the right to revise, update, or modify its compensation policies, including but not limited to rates, timing, qualification criteria, and incentive structures, with reasonable prior notice.

7.2 Upon termination of the Listener’s access to the platform, payment shall only be issued for fully completed and verified sessions delivered before the effective termination date. No compensation shall be due for any session canceled or invalidated due to breach.

8. GOVERNING LAW AND DISPUTE WAIVER


8.1 This Acknowledgment shall be governed by and construed under the laws of the State of Connecticut, without regard to conflict of laws principles.

8.2 The Parties expressly waive any right to initiate or participate in class, collective, or representative actions in relation to any dispute arising out of this Acknowledgment. All disputes shall be resolved individually through the applicable dispute resolution procedures.

8.3 Any arbitration or legal proceeding arising from this Acknowledgment shall be conducted in Connecticut, where Ventally maintains its principal place of business. The Listener irrevocably consents to such venue and also agrees to comply with the applicable laws of their state of residence, where relevant. The Listener waives objections based on forum non conveniens.

9. RIGHT TO SUSPEND PAYMENTS


9.1 Ventally retains the right to suspend or withhold any disbursements during the pendency of any investigation related to platform violations, fraud, abuse, or operational irregularities linked to the Listener’s activity.

9.2 Such withholding is precautionary and shall not be interpreted as a finding of guilt or liability on the part of Ventally. Payment shall resume or be adjusted once the matter is resolved.

10. LIMITATION OF LIABILITY

10.1 Ventally shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to lost profits, delays in payment, or technical malfunctions of external payment processors.

10.2 In no event shall Ventally’s aggregate liability exceed the verifiable amount of unpaid compensation due under this Acknowledgment, based on valid and documented activity within the preceding ninety (90) days.

ACKNOWLEDGMENT AND SIGNATURE
By signing below, the Listener affirms that they have reviewed and understood the foregoing Payment Terms Acknowledgment, and agrees to be legally bound by its terms as a condition of continued participation on the Ventally platform.

 

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VENTALLY LISTENER LIABILITY WAIVER

 

 

 

Effective Date: 15 Of August, 2025

This Liability Waiver ("Waiver") is entered into by and between Ventally Limited Liability Company, a corporation duly organized and existing under the laws of its jurisdiction, with its principal place of business in the State of Connecticut (hereinafter referred to as "Ventally" or the "Company"), and the undersigned individual ("Listener"). Collectively, Ventally and the Listener shall be referred to as the "Parties."

By executing this Waiver, the Listener affirms that they have carefully read, understood, and voluntarily agreed to the terms and conditions contained herein, which govern the Listener’s access to and participation in the Ventally platform and the provision of non-clinical, peer-based emotional support services.

1. VOLUNTARY PARTICIPATION AND ASSUMPTION OF RISK


1.1 The Listener affirms that their participation on the Ventally platform is entirely voluntary and may involve exposure to emotionally sensitive, distressing, or triggering subject matter shared by users.

1.2 The Listener expressly assumes full responsibility for all risks associated with their engagement, including but not limited to emotional fatigue, secondary trauma, reputational exposure, and any psychological discomfort resulting from user interactions.

1.3 The Listener acknowledges that they are solely responsible for determining their own mental and emotional readiness and ongoing capacity to perform services in a safe and competent manner.

1.4 The Listener agrees to promptly notify Ventally if they experience any mental, emotional, or physical condition that may impair their ability to fulfill their duties safely or ethically.

2. NO MEDICAL OR MENTAL HEALTH CLAIMS

 


2.1 The Listener confirms that they are not licensed to provide mental health care, and shall not represent themselves as a medical, psychological, or clinical professional.


2.2 The Listener acknowledges that Ventally is a non-clinical support platform and that all interactions are designed solely for peer support purposes. Ventally makes no representations or guarantees regarding therapeutic outcomes or the mental health benefits of using the platform.

 

3. RELEASE AND WAIVER OF CLAIMS

 


3.1 To the maximum extent permitted by law, the Listener hereby fully and irrevocably releases, waives, and discharges Ventally and its directors, officers, employees, contractors, agents, successors, and assigns (the "Released Parties") from any and all claims, liabilities, demands, causes of action, losses, damages, and expenses (including attorneys' fees) arising out of or relating to:
The Listener’s use of the platform;
Psychological or emotional injuries incurred during or following sessions;
Acts or omissions of other users or participants;
Platform disruptions, outages, terminations, or account suspensions.


3.2 This Waiver applies to all legal claims—whether known or unknown, suspected or unsuspected, anticipated or unanticipated—including those sounding in contract, tort, negligence, equity, and statutory law.


3.3 The Listener expressly waives the protections of Section 1542 of the California Civil Code (and any similar law of any other jurisdiction), which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in their favor at the time of executing the release...”

 

4. INDEPENDENT CONTRACTOR STATUS

 


4.1 The Listener affirms and agrees that their status is that of an independent contractor. Nothing in this Waiver or in any other agreement shall be construed as creating an employment, partnership, agency, or joint venture relationship between the Parties.


4.2 The Listener understands and accepts that they are not entitled to employee benefits, unemployment compensation, insurance coverage, or statutory employment protections.


4.3 The Listener shall be solely responsible for all taxes, withholdings, filings, and regulatory obligations arising from their compensation, and agrees to indemnify Ventally against any claims related to such liabilities.
5. NON-RELIANCE


5.1 The Listener affirms that they have not relied upon any representations, promises, or warranties made by Ventally or its representatives that are not expressly set forth in this Waiver.


5.2 Any prior discussions, oral agreements, or implied understandings are hereby superseded and rendered null and void.

6. CONFIDENTIALITY OF INVESTIGATIONS

 


6.1 The Listener agrees to maintain the confidentiality of any internal review, investigation, or compliance procedure initiated by Ventally concerning the Listener’s conduct or use of the platform.
6.2 The Listener shall not disclose or discuss the substance, scope, or findings of any such process without prior written consent from Ventally.

7. INDEMNIFICATION

 


7.1 The Listener shall indemnify, defend, and hold harmless Ventally and the Released Parties from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) arising from:
The Listener’s violation of this Waiver or any related agreement;
Acts of negligence, willful misconduct, or omission by the Listener;
Any misrepresentations or unauthorized activities conducted on or through the platform.

8. LIMITATION OF LIABILITY

 


8.1 Under no circumstances shall Ventally be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising from or relating to the Listener’s engagement.


8.2 Ventally’s aggregate liability for any and all claims shall not exceed the total amount of compensation paid to the Listener by Ventally in the six (6) months preceding the occurrence giving rise to such claim.


8.3 The limitations set forth herein shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Ventally has been advised of the possibility of such damages.

9. SURVIVAL

 


9.1 All provisions of this Waiver which by their nature are intended to survive termination—including but not limited to those concerning indemnification, limitation of liability, dispute resolution, and waiver of claims—shall remain in full force and effect.


9.2 The Listener acknowledges and agrees that the obligations under this Waiver shall continue to apply even after the cessation of their participation on the platform, regardless of the reason for termination or expiration of the engagement.

10. GOVERNING LAW AND DISPUTE RESOLUTION

 


10.1 This Waiver shall be governed by and construed in accordance with the laws of the State of Connecticut, and, where applicable, the laws of the Listener’s state of residence, without regard to conflict of laws principles.
10.2 Any disputes, controversies, or claims arising out of or in connection with this Waiver shall be resolved exclusively through binding arbitration conducted in New Haven County, Connecticut, in accordance with the rules of the American Arbitration Association. The arbitration award shall be final and enforceable in any court of competent jurisdiction.

11. SEVERABILITY

 


11.1 If any provision of this Waiver is found to be invalid, illegal, or unenforceable, such provision shall be reformed to the minimum extent necessary to render it valid and enforceable, and the remainder shall continue in full force and effect.


11.2 The Parties further agree that any unenforceable provision shall, to the greatest extent possible, be interpreted in a manner that preserves the original intent and commercial purpose of the Waiver.

 

12. ENTIRE AGREEMENT
12.1 This Waiver constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether oral or written.


12.2 No amendment or modification shall be binding unless made in writing and executed by both Parties.


12.2 The Parties acknowledge that they are not relying on any statements, promises, or representations not expressly set forth in this Waiver, and that no rights or obligations shall arise from any prior communications not incorporated herein.

IN WITNESS WHEREOF, the Listener has executed this Waiver freely and voluntarily as of the Effective Date written above.

 

It’s not that we use technology, we live technology.

- Godfrey Reggio

VENTALLY LISTENER NON-DISCLOSURE AGREEMENT (NDA)

 

 

 

Effective Date: 15 Of August, 2025

This Non-Disclosure Agreement ("Agreement") is made and entered into by and between Ventally Limited Liability Company, a corporation duly organized and existing under the laws of its jurisdiction, with its principal place of business in the State of Connecticut ("Ventally," "Company," or "Disclosing Party"), and the undersigned individual who has been selected and engaged as a Listener on the Ventally platform ("Listener," or "Receiving Party"). Collectively, Ventally and the Listener shall be referred to as the "Parties."

 

1. PURPOSE
This Agreement establishes the legal obligations of the Listener to maintain the confidentiality of proprietary, sensitive, and personal information obtained through their engagement with the Ventally platform. The Parties acknowledge that maintaining the confidentiality of such information is essential to protect the integrity and trust of the platform, its users, and its operations.

2. DEFINITION OF CONFIDENTIAL INFORMATION


"Confidential Information" shall mean all non-public, proprietary, sensitive, or commercially valuable information disclosed by Ventally to the Listener, whether directly or indirectly, in oral, written, electronic, visual, or other tangible form, including but not limited to:
Platform architecture, algorithms, internal systems, and workflows;
Listener training modules, internal documentation, and proprietary scripts;
Personal user information, including names, contact data, mental health disclosures, or any content shared in sessions;
Technical infrastructure, backend systems, source code, software, APIs;
Business plans, product development strategies, and financial data;
Information expressly marked as "confidential" or that a reasonable person under similar circumstances would understand to be confidential.

 

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION


Confidential Information shall not include information that: (a) was lawfully in the possession of the Listener prior to disclosure by Ventally, as evidenced by written records; (b) becomes publicly available through no wrongful act or omission of the Listener; (c) is disclosed to the Listener by a third party lawfully entitled to disclose such information; (d) is independently developed by the Listener without the use of or reference to any Confidential Information.

4. OBLIGATIONS OF THE LISTENER


4.1 Duty of Confidentiality
The Listener shall maintain the strict confidentiality of all Confidential Information and shall not disclose, disseminate, copy, publish, or otherwise make available such information to any third party without the prior written consent of Ventally.


4.2 Limitations on Use
The Listener shall use the Confidential Information solely for the limited purpose of performing their designated responsibilities as a Listener on the platform, and for no other personal, financial, or commercial purpose.


4.3 Reasonable Safeguards


The Listener agrees to implement and maintain reasonable physical, technical, and administrative safeguards to protect the confidentiality and security of all Confidential Information in their possession.


4.4 Return or Destruction of Information


Upon the termination of this Agreement, or upon written request by Ventally, the Listener shall promptly return all materials containing Confidential Information or, if directed by Ventally, shall certify in writing that all such materials have been permanently deleted or destroyed.


4.5 Duty to Report Breach
The Listener agrees to notify Ventally immediately in the event of any unauthorized access, use, or disclosure of Confidential Information, including but not limited to any loss or compromise of credentials, devices, or data.

5. CONFIDENTIALITY OF USER DATA


The Listener expressly acknowledges that all user-related data, session content, and any personally identifiable information ("PII") shared on the Ventally platform are subject to strict confidentiality and data protection laws. Unauthorized disclosure may result in termination of the Listener's access, legal liability, and reporting to authorities as required under applicable laws, including but not limited to the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA).

 

6. THIRD-PARTY PROCESSORS 


The Listener acknowledges that Ventally may use reputable third-party processors (including but not limited to cloud hosting, payment gateways, and analytics providers) to support platform functionality. The use of such services, where consistent with Ventally's Privacy Policy and applicable law, shall not constitute a breach of this Agreement. These service providers are contractually obligated to implement robust security and confidentiality measures. The Listener further agrees not to transmit, delegate, or share any platform-related data or user information with any third party without the prior written consent of Ventally.  

7. INTERNATIONAL COMPLIANCE & EXPORT CONTROL


The Listener shall comply with all applicable data privacy, information security, and export control laws in their respective jurisdiction. The Listener shall not transfer or disclose Confidential Information across national boundaries except as expressly permitted by law and Ventally policy. All cross-border data handling must adhere to recognized frameworks such as GDPR, SCCs, or equivalent safeguards. The Listener further agrees to avoid engaging in any activity that would subject Ventally to sanctions, export violations, or regulatory penalties.

 

8. FIDUCIARY OBLIGATIONS


The Listener agrees to exercise the highest degree of care and professionalism when handling Confidential Information, and shall act in a manner consistent with fiduciary duties of trust, loyalty, and discretion owed to Ventally. This obligation includes avoiding any conflicts of interest, self-dealing, or conduct that could compromise the integrity of the platform. The Listener shall promptly disclose to Ventally any circumstance that may impair their ability to act impartially or in the best interests of the Company.

 

9. TERM AND SURVIVAL
This Agreement shall become effective on the Effective Date and shall remain in effect for the duration of the Listener’s engagement with Ventally. The obligation to maintain confidentiality shall survive the termination of such engagement for a period of three (3) years, or as otherwise required by law.


10. NO LICENSE OR INTELLECTUAL

PROPERTY TRANSFER
No license, ownership interest, or right to use any Ventally intellectual property or Confidential Information is granted to the Listener under this Agreement, except as required for the performance of their authorized duties as a Listener. All copyrights, trademarks, trade secrets, and proprietary materials remain the sole and exclusive property of Ventally. The Listener shall not copy, reverse-engineer, modify, or create derivative works based on any Ventally materials. Any unauthorized use, replication, or disclosure shall constitute a material breach of this Agreement and may result in legal action.

 

11. REMEDIES AND ENFORCEMENT


In the event of a breach or threatened breach of this Agreement, the Listener acknowledges that Ventally shall be entitled to injunctive relief, specific performance, and other equitable remedies in addition to monetary damages, attorneys’ fees, and costs incurred in enforcing its rights under this Agreement. Such remedies shall be cumulative and not exclusive of any rights or remedies provided by law or in equity. The Listener further agrees that any violation involving user data or trade secrets shall be deemed a material breach. Ventally’s delay or failure to enforce any provision shall not constitute a waiver of its rights to enforce this Agreement at any time.

 

12. SEVERABILITY


If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remainder of this Agreement shall remain in full force and effect. The Parties agree to replace any unenforceable provision with a valid and enforceable one that most closely reflects the original intent. The validity and enforceability of the remaining provisions shall not be affected or impaired thereby. This clause shall apply notwithstanding any material reliance by either Party on the original language of the provision.

 

13. GOVERNING LAW AND DISPUTE RESOLUTION


This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, and, where applicable, the laws of the state in which the Listener is domiciled, without regard to conflict of law rules.
Any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration before a single arbitrator in New Haven County, Connecticut, in accordance with the rules of the American Arbitration Association.


14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, whether written or oral. No amendment or modification shall be valid unless in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date written above.

 

 

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VENTALLY LISTENER LIABILITY WAIVER

Effective Date: 15 Of August, 2025

This Liability Waiver ("Waiver") is entered into by and between Ventally Limited Liability Company, a corporation duly organized and existing under the laws of its jurisdiction, with its principal place of business in the State of Connecticut (hereinafter referred to as "Ventally" or the "Company"), and the undersigned individual ("Listener"). Collectively,

Ventally and the Listener shall be referred to as the "Parties."
By executing this Waiver, the Listener affirms that they have carefully read, understood, and voluntarily agreed to the terms and conditions contained herein, which govern the Listener’s access to and participation in the Ventally platform and the provision of non-clinical, peer-based emotional support services.

  1. VOLUNTARY PARTICIPATION AND ASSUMPTION OF RISK


1.1 The Listener affirms that their participation on the Ventally platform is entirely voluntary and may involve exposure to emotionally sensitive, distressing, or triggering subject matter shared by users.


1.2 The Listener expressly assumes full responsibility for all risks associated with their engagement, including but not limited to emotional fatigue, secondary trauma, reputational exposure, and any psychological discomfort resulting from user interactions.


1.3 The Listener acknowledges that they are solely responsible for determining their own mental and emotional readiness and ongoing capacity to perform services in a safe and competent manner.

1.4 The Listener agrees to promptly notify Ventally if they experience any mental, emotional, or physical condition that may impair their ability to fulfill their duties safely or ethically.

2. NO MEDICAL OR MENTAL HEALTH CLAIMS


2.1 The Listener confirms that they are not licensed to provide mental health care, and shall not represent themselves as a medical, psychological, or clinical professional.


2.2 The Listener acknowledges that Ventally is a non-clinical support platform and that all interactions are designed solely for peer support purposes. Ventally makes no representations or guarantees regarding therapeutic outcomes or the mental health benefits of using the platform.

3. RELEASE AND WAIVER OF CLAIMS


3.1 To the maximum extent permitted by law, the Listener hereby fully and irrevocably releases, waives, and discharges Ventally and its directors, officers, employees, contractors, agents, successors, and assigns (the "Released Parties") from any and all claims, liabilities, demands, causes of action, losses, damages, and expenses (including attorneys' fees) arising out of or relating to:
The Listener’s use of the platform;
Psychological or emotional injuries incurred during or following sessions;
Acts or omissions of other users or participants;
Platform disruptions, outages, terminations, or account suspensions.


3.2 This Waiver applies to all legal claims—whether known or unknown, suspected or unsuspected, anticipated or unanticipated—including those sounding in contract, tort, negligence, equity, and statutory law.


3.3 The Listener expressly waives the protections of Section 1542 of the California Civil Code (and any similar law of any other jurisdiction), which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in their favor at the time of executing the release...”

4. INDEPENDENT CONTRACTOR STATUS


4.1 The Listener affirms and agrees that their status is that of an independent contractor. Nothing in this Waiver or in any other agreement shall be construed as creating an employment, partnership, agency, or joint venture relationship

between the Parties.


4.2 The Listener understands and accepts that they are not entitled to employee benefits, unemployment compensation, insurance coverage, or statutory employment protections.


4.3 The Listener shall be solely responsible for all taxes, withholdings, filings, and regulatory obligations arising from their compensation, and agrees to indemnify Ventally against any claims related to such liabilities.


5. NON-RELIANCE


5.1 The Listener affirms that they have not relied upon any representations, promises, or warranties made by Ventally or its representatives that are not expressly set forth in this Waiver.


5.2 Any prior discussions, oral agreements, or implied understandings are hereby superseded and rendered null and void.

6. CONFIDENTIALITY OF INVESTIGATIONS


6.1 The Listener agrees to maintain the confidentiality of any internal review, investigation, or compliance procedure initiated by Ventally concerning the Listener’s conduct or use of the platform.


6.2 The Listener shall not disclose or discuss the substance, scope, or findings of any such process without prior written consent from Ventally.

7. INDEMNIFICATION


7.1 The Listener shall indemnify, defend, and hold harmless Ventally and the Released Parties from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) arising from:
The Listener’s violation of this Waiver or any related agreement;
Acts of negligence, willful misconduct, or omission by the Listener;
Any misrepresentations or unauthorized activities conducted on or through the platform.

8. LIMITATION OF LIABILITY


8.1 Under no circumstances shall Ventally be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising from or relating to the Listener’s engagement.


8.2 Ventally’s aggregate liability for any and all claims shall not exceed the total amount of compensation paid to the Listener by Ventally in the six (6) months preceding the occurrence giving rise to such claim.


8.3 The limitations set forth herein shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Ventally has been advised of the possibility of such damages.

9. SURVIVAL


9.1 All provisions of this Waiver which by their nature are intended to survive termination—including but not limited to those concerning indemnification, limitation of liability, dispute resolution, and waiver of claims—shall remain in full force and effect.


9.2 The Listener acknowledges and agrees that the obligations under this Waiver shall continue to apply even after the cessation of their participation on the platform, regardless of the reason for termination or expiration of the engagement.

10. GOVERNING LAW AND DISPUTE RESOLUTION


10.1 This Waiver shall be governed by and construed in accordance with the laws of the State of Connecticut, and, where applicable, the laws of the Listener’s state of residence, without regard to conflict of laws principles.


10.2 Any disputes, controversies, or claims arising out of or in connection with this Waiver shall be resolved exclusively through binding arbitration conducted in New Haven County, Connecticut, in accordance with the rules of the American Arbitration Association. The arbitration award shall be final and enforceable in any court of competent jurisdiction.

11. SEVERABILITY


11.1 If any provision of this Waiver is found to be invalid, illegal, or unenforceable, such provision shall be reformed to the minimum extent necessary to render it valid and enforceable, and the remainder shall continue in full force and effect.


11.2 The Parties further agree that any unenforceable provision shall, to the greatest extent possible, be interpreted in a manner that preserves the original intent and commercial purpose of the Waiver.

 

12. ENTIRE AGREEMENT


12.1 This Waiver constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether oral or written.


12.2 No amendment or modification shall be binding unless made in writing and executed by both Parties.


12.2 The Parties acknowledge that they are not relying on any statements, promises, or representations not expressly set forth in this Waiver, and that no rights or obligations shall arise from any prior communications not incorporated herein.

IN WITNESS WHEREOF, the Listener has executed this Waiver freely and voluntarily as of the Effective Date written above.

 

 

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