OneValley Terms of Use

Effective Date: April 12, 2020

Last Updated: March 12, 2020

 

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF NESTGSV, INC., ITS AFFILIATES, SUBSIDIARIES, OR AGENTS (“OneValley”) WITH LINKS TO THIS AGREEMENT (COLLECTIVELY, THE “WEBSITE”) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE BY ONE VALLEY (Formerly GSVlabs) OR USERS OF THE WEBSITE, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH OneValley, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE.  THE TERM “YOU”REFERS TO THE INDIVIDUAL IDENTIFIED AS THE FOUNDER OR MENTOR WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

IF YOU SUBSCRIBE TO CERTAIN SERVICES FOR A SPECIFIC PERIOD OF TIME, THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AT OneValley's THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL / DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 4 BELOW.

PLEASE BE AWARE THAT SECTION 20 OF THESE TERMS OF USE, BELOW, CONTAIN PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. 

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS OF USE.

The “Services” consist of the following, without limitation: OneValley provides a cloud-based platform for entrepreneurs, including founders of early-stage startup and emerging companies (“Founders”) to seek out and request consultation appointments (each appointment, an “Appointment”) with mentors who are willing to provide advice and resources to Founders relating to businesses at the early stages of the growth cycle (“Mentors”). The term “Users” refers to both Founders and Mentors. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT The Terms are subject to change by OneValley in its sole discretion at any time.  When changes are made, OneValley will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of the Terms of Use.  If we make any material changes, and you have registered to use the Services, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms.  Any changes to the Terms will be effective immediately for new Users of the Website or Services and will be effective thirty (30) days after posting of notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have a registered account on the Website  upon the earlier of thirty (30) days after posting of notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 3.1 below).  OneValley may require you to provide consent to the updated Terms in a specified manner before further use of the Website or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services.  Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

  1. 1.              Important Disclaimer. OneValley's sole role IN PROVIDING THE SERVICES is to PROVIDE A VENUE WHERE MENTORS AND FOUNDERS MAY facilitate organization of Appointments. ALL INFORMATION CONTAINED ON THE WEBSITE IS FOR INFORMATIONAL PURPOSES ONLY. OneValley does not endorse, and is not responsible for the accuracy or reliability of, any opinion, advice or statement made on the site by any Mentor. OneValley is not obligated to SCREEN MENTORS TO DETERMINE WHETHER THEY ARE QUALIFIED TO PROVIDE THE APPOINTMENTS THEY PROVIDE USING the SERVICES, NOR IS ONEVALLEY required to INQUIRE INTO THE BACKGROUNDS, or VERIFY the statements, OF ITS MENTORS. NEITHER OneValley, NOR THE Mentors, PROVIDE ANY LEGAL, MEDICAL, FINANCIAL OR REAL ESTATE ADVICE. FOR SPECIFIC ADVICE ON LEGAL, MEDICAL, FINANCIAL OR REAL ESTATE MATTERS, YOU SHOULD ALWAYS SEEK THE ADVICE OF A PROFESSIONAL WHO IS LICENSED AND KNOWLEDGEABLE IN THAT AREA, SUCH AS AN ATTORNEY, DOCTOR, ACCOUNTANT OR REAL ESTATE AGENT OR BROKER.  OneValley IS NOT A LAW FIRM, MEDICAL INSTITUTION, FINANCIAL INSTITUTION, OR REAL ESTATE COMPANY AND IS NOT SPONSORED BY ANY LAW FIRM, MEDICAL INSTITUTION, FINANCIAL INSTITUTION, OR REAL ESTATE COMPANY. The foregoing disclaimer and limitations on liability shall not limit the more general disclaimers and limitations on liability in Sections 14 and 15. Without limiting the foregoing and for the avoidance of doubt, any opinions, advice, information, data, text, audiovisual materials, photographs, tags and other materials made accessible through the OneValley Properties (as defined below), including any information, data, text, audiovisual materials, photographs, tags and other materials made available in Appointments (“Content”) expressed or made available by Mentors are those of the respective Mentor.
  2. 2.              Use of the Services and OneValley Properties.  The Website, the Services, and the Content (collectively, the “OneValley Properties”) are protected by copyright laws throughout the world.  Subject to the Terms, OneValley grants you a limited right to access and use the Services for your own personal or internal business purposes and a limited license to reproduce certain Content set forth on the OneValley Properties solely for your personal or internal business purposes. Unless otherwise specified by OneValley in a separate license, your right to use any OneValley Properties is subject to the Terms.

2.1            Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the OneValley Properties or any portion of the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other OneValley Properties (including images, text, page layout or form) of OneValley; (c) you shall not use any metatags or other “hidden text” using the OneValley name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the OneValley Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials) or to record all or any portion of any Appointments; (f) access the OneValley Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the OneValley Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the OneValley Properties. Any future release, update or other addition to the OneValley Properties shall be subject to the Terms.  OneValley, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of the OneValley Properties terminates the licenses granted by OneValley pursuant to the Terms.

2.2            Third-Party Materials.   As a part of the OneValley Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for OneValley to monitor such materials and that you access these materials at your own risk.

  1. 3.              Registration.

3.1            Registering your Account.  In order to access certain features of the OneValley Properties you may be required to become a Registered User.  For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”).

3.2            Registration Data.  In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the OneValley Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account.  You may not share your Account or password with anyone, and you agree to (1) notify OneValley immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or OneValley has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, OneValley has the right to suspend or terminate your Account and refuse any and all current or future use of the OneValley Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you shall not have more than one Account at any given time.  OneValley reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third-party that a username violates the third-party’s rights.  You agree not to create an Account or use the OneValley Properties if you have been previously removed by OneValley, or if you have been previously banned from any of the OneValley Properties.

3.3            Necessary Equipment and Software.  You must provide all equipment and software necessary to connect to the OneValley Properties, including but not limited to, a mobile device that is suitable to connect with and use the OneValley Properties, in cases where the Services offer a mobile component.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the OneValley Properties.

  1. 4.              Founder Services.  The following terms apply only to Founder Users.

4.1            Scheduling. When selecting and confirming an Appointment on the Services, you are agreeing to pay the applicable fee associated with that particular Appointment, if any (“Fee”).

4.2            Cancelling Sessions. You may cancel a confirmed order up to twenty-four hours prior to the scheduled start time of the applicable without incurring any Fee charges to your Account. In the event that you cancel within twenty-four hours of the scheduled start time, your Account will be charged the full amount of the applicable Fee.

4.3            No Recording Appointments. You agree that you will not attempt to record, download, or retransmit all or any portion any Appointments.

4.4            Payment.  You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.  You must provide OneValley's third party payment processor with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Services.  Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities.  By providing OneValley's third party payment processor with your credit card number and associated payment information, you agree that OneValley is authorized to immediately invoice your Account for all fees and charges due and payable to OneValley hereunder and that no additional notice or consent is required.  You agree to immediately notify OneValley of any change in your billing address or the credit card used for payment hereunder. OneValley reserves the right at any time to change its prices and billing methods, either immediately upon posting on the OneValley Properties or by e-mail delivery to you.

4.5            Service Subscription Fees.  You will be responsible for payment of the applicable fee for any subscription Services that you order (each, a “Service Subscription Fee”) at the time you create your Account and select your subscription package (each, a “Service Commencement Date”).  Except as set forth in the Terms, all Service Subscription Fees are non-refundable.  No contract will exist between you and OneValley for the Services until OneValley accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.

4.6            Automatic Renewal.  Your subscription will continue indefinitely until terminated in accordance with the Terms.  After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at OneValley's then-current price for such subscription.  You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least (a) thirty (30) days  prior to the Renewal Commencement Date (or in the event that you receive a notice from OneValley that your subscription will be automatically renewed, you will have thirty days from the date of the OneValley notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page.  If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact OneValley at community@theonevalley.com.  If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires.  However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.  By subscribing, you authorize OneValley to charge your Payment Provider now, and again at the beginning of any subsequent subscription period.  Upon renewal of your subscription, if OneValley does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that OneValley may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment,  your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

4.7          Perks and Other Promotions.  
               (a) Perks.  We make available a service that provides you with the opportunity to obtain discounts and other “perks” from third parties relating to the operation of your company (“Perks”). To be eligible for such Perks, you are required to subscribe to the “Passport” program (“Passport Program”), as an Annual or Monthly paying member. Your applicable subscription fee will be charged to your account in accordance with Section 4.6 and the other terms of this Terms of Use. Once you subscribe to the Passport Program, you are eligible to sign up for Perks.  Please note that these Perks are provided by third parties (each, a “Perk Provider”) and not OneValley. In order to receive a Perk, the Perk Provider may require that you provide further information for eligibility. Application to a specific Perk does not guarantee access to such Perk.  Perk Providers have the sole discretion whether to grant access to such Perk. Such Perk Providers are not under the control of OneValley. OneValley is not responsible for any Perks or Perk Providers. OneValley provides access to the ability to apply for Perks only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Perks, or their products or services. Your access to and use of the Perks are not subject to this Terms of Use and are subject to the terms and conditions of the Perk Provider. You access and use all Perks at your own risk.  You agree not to resell or distribute any Perks received. If you have any questions or concerns about the Perks Program, please contact OneValley at community@theonevalley.com.

                 (b) Other Promotions. We may, at our discretion, from time to time, provide you with credits in your Account that you may apply towards an Appointment with a Mentor, or make available another promotion that provides Registered Users access to the Services. Such credits or promotion must be used within the specified time of the trial period or promotion.  At the end of the trial period or promotional period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable Fee(s) or Service Subscription Fee(s), as applicable.  If you are inadvertently charged for a subscription, please contact OneValley at community@theonevalley.com to have the charges reversed.

4.8            Taxes.  OneValley's fees are net of any applicable Sales Tax.  If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to OneValley, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify OneValley for any liability or expense we may incur in connection with such Sales Taxes.  Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that OneValley is permitted to pass to its customers that is) the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

4.9            Withholding Taxes.  You agree to make all payments of fees to OneValley free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to OneValley will be your sole responsibility, and you will provide OneValley with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

4.10         Disputes.  You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived.  Billing disputes should be notified to the following address: community@theonevalley.com

4.11          Third Party credits and discounts. You agree to not resell or redistribute any discounts or promotional credits received. OneValley reserves the right to revoke or block any OneValley member from receiving or continuing to receive credits or discounts associated with OneValley upon account termination or breach of OneValley Terms and Conditions.

  1. 5.              Mentor Services.  The following terms apply only to Mentor Users.

5.1            Mentor Accounts. Users of the Service who possess a valid Account may become Mentors by following the directions on the Website, at which time OneValley may require you to provide additional Registration Data. OneValley will create a profile for you, based on such Registration Data. OneValley is providing the Service as a venue for connecting you with Founders. YOU ACKNOWLEDGE THAT THERE IS NO EMPLOYMENT, CONTRACTOR, OR JOINT-VENTURE RELATIONSHIP BETWEEN YOU AND OneValley. BY CREATING A MENTOR ACCOUNT, YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPOINTMENTS YOU PROVIDE.

5.2            Offering Appointments. Following the creation of your Mentor Account, you will be able to use the Services to offer Appointments in the fields listed on your profile. Any changes or modifications to the Appointment must be resolved with the Founder.

5.3            Mentor Account Restrictions. You, as an Mentor, represent and warrant that you will use the Services solely to provide Founders with Appointments in the fields stated on your Account profile. Specifically, you hereby represent, warrant, and covenant that you have the requisite knowledge and experience to provide instruction in such fields and that you will personally perform all Appointments. You will use any information obtained from the Services solely in connection with the Services, and will not use such information in order to (a) arrange a with Founders outside the context of the Service, (b) harass, abuse, or harm another person, or (c) to contact, advertise to, solicit, or sell any products or services to any User without that User’s prior explicit written consent. You will not attempt to impersonate another User or person, including, without limitation, any employee of OneValley or another Mentor. At all times, you will use the Services in a manner consistent with this Agreement and any and all applicable laws and regulations. Without limiting the foregoing and for the avoidance of doubt, Mentors are specifically prohibited from uploading, posting, emailing, transmitting or otherwise making available any information concerning any entity or individual that is confidential, proprietary or trade secret in nature.

  1. 6.              Responsibility for Content.

6.1            Types of Content.  You acknowledge that all Content, including Content included in any Appointment OneValley, is the sole responsibility of the party from whom such Content originated.  This means that you, and not OneValley, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the OneValley Properties (“Your Content”), and other Users of the OneValley Properties, and not OneValley, are similarly responsible for all Content they Make Available through the OneValley Properties, including, but not limited to, any Appointments (“User Content”).

6.2            No Obligation to Pre-Screen Content.  You acknowledge that OneValley has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although OneValley reserves the right in its sole discretion to pre-screen, refuse or remove any Content (including any reviews or ratings provided by Founders about Mentors).  By entering into the Terms, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat communications conducted over Slack.  In the event that OneValley pre-screens, refuses or removes any Content, you acknowledge that OneValley will do so for OneValley benefit, not yours.  Without limiting the foregoing, OneValley shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

6.3            Storage.  Unless expressly agreed to by OneValley in writing elsewhere, OneValley has no obligation to store any of Your Content that you Make Available on the OneValley Properties.  OneValley has no responsibility or liability for the deletion of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the OneValley Properties.  Certain Services may enable you to specify the level at which such Services restrict access to Your Content.  You are solely responsible for applying the appropriate level of access to Your Content.  If you do not choose, the system may default to its most permissive setting.  You agree that OneValley retains the right to create reasonable limits on OneValley's use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by OneValley in its sole discretion.

  1. 7.              Ownership.

7.1            OneValley Properties.  Except with respect to Your Content and User Content, you agree that OneValley and its suppliers own all rights, title and interest in the OneValley Properties (including but not limited to, titles, computer code, themes, objects, concepts, artwork, animations, videos, sounds, musical compositions, audiovisual effects, methods of operation, moral rights).  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the OneValley Properties.

7.2            Trademarks. OneValle's stylized name and other related graphics, logos, service marks and trade names used on or  in connection with the OneValley Properties are the trademarks of OneValley and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in the OneValley Properties are the property of their respective owners.

7.3            Other Content.  Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the OneValley Properties.

7.4            Your Content.  OneValley does not claim ownership of Your Content.  However, when you as a User post or publish or otherwise transmit Your Content on or in the OneValley Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. 

7.5            License to Your Content.  Subject to any applicable account settings that you select, you grant OneValley a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, record, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the OneValley Properties to you and to our other Users in accordance with the Terms.  Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the OneValley Properties.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not OneValley, are responsible for all of Your Content that you Make Available on or in the OneValley Properties.

7.6            Username.  Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in the OneValley Properties, you hereby expressly permit OneValley to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

7.7            Your Account.  Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of OneValley.

7.8            Your Profile.  Any Content posted by you on or in the OneValley Properties (including, but not limited to, on your profile) may not contain nudity, violence, sexually explicit, or offensive subject matter.  You may not post a photograph of another person without that person’s permission.

  1. 8.              Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to OneValley through its suggestion, feedback or similar pages (“Feedback”) is at your own risk and that OneValley has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to OneValley a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the OneValley Properties.
  2. 9.              User Conduct.  As a condition of use, you agree not to use the OneValley Properties for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through the OneValley Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without OneValley's prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of OneValley; (vi) interferes with or attempts to interfere with the proper functioning of the OneValley Properties or uses the OneValley Properties in any way not expressly permitted by the Terms; (vii) introduce software or automated agents to the Services so as to produce multiple Accounts or generate automated messages; or (viii) to attempt or engage in, any potentially harmful acts that are directed against the OneValley Properties, including but not limited to violating or attempting to violate any security features of the OneValley Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the OneValley Properties, introducing viruses, worms, or similar harmful code into the OneValley Properties, or interfering or attempting to interfere with use of the OneValley Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the OneValley Properties.
  3. 10.            Investigations.  OneValley may, but is not obligated to, monitor or review the OneValley Properties and Content at any time.  Without limiting the foregoing, OneValley shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law.  Although OneValley does not generally monitor user activity occurring in connection with the OneValley Properties, if OneValley becomes aware of any possible violations by you of any provision of the Terms, OneValley reserves the right to investigate such violations, and OneValley may, at its sole discretion, immediately terminate your license to use the OneValley Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
  4. 11.            Interactions with Other Users.

11.1         User Responsibility.  You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that OneValley reserves the right, but has no obligation, to intercede in such disputes. You agree that OneValley will not be responsible for any liabilities incurred by you as the result of such interaction and OneValley will not work to resolve any disputes between Founders and Mentors. In exchange for the privilege of accessing the Services, you FURTHER agree to release OneValley from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have with one or more Mentors.

11.2         Content Provided by Other Users.  The OneValley Properties may contain User Content provided by other Users.  OneValley is not responsible for and does not control User Content (including, but not limited to, any Appointments).  OneValley has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content.  You use all User Content and interact with other Users at your own risk.

  1. 12.            Third-Party Services.  The OneValley Properties may contain links to or otherwise integrate with third-party websites and services, including those that help facilitate the resources we make available, such as managing Appointments (“Third-Party Services”).  When you click on a link to a Third-Party Service, we will not warn you that you have left the OneValley Properties and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Services are not under the control of OneValley.  OneValley is not responsible for any Third-Party Services.  OneValley provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or their products or services.  You access and use all Third-Party Services at your own risk. When you leave our Website, our Terms and policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
  2. 13.            Indemnification. You agree to indemnify and hold OneValley, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “OneValley Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the OneValley Properties, including, for Mentors, to provide Appointments to a Founder; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations.  OneValley reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with OneValley in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the OneValley Properties.
  3. 14.            Disclaimer of Warranties.

14.1         As Is.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE OneValley PROPERTIES IS AT YOUR SOLE RISK, AND THE OneValley PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  THE OneValley PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(a)            THE OneValley PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE OneValley PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE OneValley PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE OneValley PROPERTIES, INCLUDING ANY INFORMATION PROVIDED IN AN APPOINTMENT, WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE OneValley PROPERTIES WILL BE CORRECTED.

(b)            ANY CONTENT ACCESSED THROUGH THE OneValley PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE OneValley PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c)             THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  OneValley MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

(d)            NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OneValley, MENTORS, OR THROUGH THE OneValley PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(e)             From time to time, OneValley may offer new “beta” features or tools with which its users may experiment.  Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at OneValley's sole discretion.  The provisions of this section apply with full force to such features or tools.

14.2         No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT THE OneValley PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE OneValley PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

14.3         No Liability for Conduct of Other Users.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE OneValley PROPERTIES. YOU UNDERSTAND THAT OneValley DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE OneValley PROPERTIES.

  1. 15.            Limitation of Liability.

15.1         Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL OneValley PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE OneValley PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT OneValley HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS, INCLUDING ANY MENTORS, OF THE OneValley PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE OneValley PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE OneValley PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY, INCLUDING ANY MENTORS, ON OneValley PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE OneValley PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

15.2         Cap on Liability.  UNDER NO CIRCUMSTANCES WILL THE OneValley PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY OneValley AS A RESULT OF YOUR USE OF THE OneValley PROPERTIES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT CLAIM OR, IF YOU HAVE NOT SUBSCRIBED TO THE SERVICES, THE AMOUNT RECEIVED BY OneValley DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO YOUR CLAIM.  IF YOU HAVE NOT PAID OneValley ANY AMOUNTS, OneValley's SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED FIFTY DOLLARS ($50).

15.3         User Content.  THE OneValley PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

15.4         Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OneValley AND YOU.

  1. 16.            Procedure for Making Claims of Copyright Infringement.  It is OneValley's policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to OneValley by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on the OneValley Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the OneValley Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for OneValley's Copyright Agent for notice of claims of copyright infringement is as follows:

Alec Wright

OneValley

2955 Campus Dr #110

San Mateo,  CA  94403

Email: alec@theonevalley.com

 

  1. 17.            Term and Termination.

17.1         Term.  The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the OneValley Properties, unless terminated earlier in accordance with the Terms.

17.2         Prior Use.  Notwithstanding the foregoing, if you used the OneValley Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the OneValley Properties (whichever is earlier) and will remain in full force and effect while you use the OneValley Properties, unless earlier terminated in accordance with the Terms.

17.3         Termination of Services by You.  If you want to terminate the Services provided by OneValley, you may do so by (a) notifying OneValley at any time and (b) closing your Account for all of the Services that you use by following the directions on the Website. Your notice should be sent, in writing, to OneValley's address set forth below. 

17.4         Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination  of  all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately.  You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  OneValley will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

  1. 18.            Remedies.

18.1         Violations.  If OneValley becomes aware of any possible violations by you of the Terms, OneValley reserves the right to investigate such violations.  If, as a result of the investigation, OneValley believes that criminal activity has occurred, OneValley reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  OneValley is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the OneValley Properties, including Your Content, in OneValley's possession in connection with your use of the OneValley Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of OneValley, its Users or the public, and all enforcement or other government officials, as OneValley in its sole discretion believes to be necessary or appropriate.

18.2         Breach.  In the event that OneValley determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the OneValley Properties, OneValley reserves the right to:

(a)            Warn you via e-mail (to any e-mail address you have provided to OneValley) that you have violated the Terms;

(b)            Delete any of Your Content provided by you or your agent(s) to the OneValley Properties;

(c)             Discontinue your registration(s) with any of the OneValley Properties, including the Services or any OneValley community;

(d)            Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

(e)             Pursue any other action which OneValley deems to be appropriate.

  1. 19.            International Users.  This Website can be accessed from countries around the world and may contain references to OneValley Properties and Content that are not available in your country.  These references do not imply that OneValley intends to announce such OneValley Properties or Content in your country.  The OneValley Properties are controlled and offered by OneValley from its facilities in the United States of America.  OneValley makes no representations that the OneValley Properties are appropriate or available for use in other locations.  Those who access or use the OneValley Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
  2. 20.            Dispute Resolution.  Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with OneValley and limits the manner in which you can seek relief from us. 

20.1         Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with OneValley, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or OneValley may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of these Terms or any prior version of these Terms.  

IF YOU AGREE TO ARBITRATION WITH OneValley, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST OneValley ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF.  INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE OneValley IN AN INDIVIDUAL ARBITRATION PROCEEDING.  IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.  YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

20.2         Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent [include name and address of registered agent here].  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.   Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, OneValley will pay them for you.  In addition, OneValley will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  Likewise, OneValley will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

20.3         Authority of Arbitrator.  The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and OneValley.   The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us. 

20.4         Waiver of Jury Trial.  YOU AND OneValley HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and OneValley are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 20.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.   However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

20.5         Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 21.6.

20.6         30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: NestGSV, Inc., 2955 Campus Drive, #110, San Mateo, California 94403 or email address: community@theonevalley.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your OneValley username (if any), the email address you used to set up your OneValley account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.    If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

20.7         Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

20.8         Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with OneValley.

20.9         Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if OneValley makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to OneValley.

  1. 21.            General Provisions.

21.1         Electronic Communications.  The communications between you and OneValley use electronic means, whether you visit the OneValley Properties or send OneValley e-mails, or whether OneValley posts notices on the OneValley Properties or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from OneValley in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that OneValley provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

21.2         Release.  You hereby release OneValley Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Website Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the OneValley Properties.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.

21.3         Assignment.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without OneValley's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. OneValley may freely assign the Terms.

21.4         Force Majeure.  OneValley shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

21.5         Compliance.  If you believe that OneValley has not adhered to the Terms, please contact OneValley by emailing us at community@theonevalley.com.  We will do our best to address your concerns.  If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.

21.6         Governing Law; Venue.  The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and OneValley agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in San Mateo County, California.

21.7         Choice of Language.  It is the express wish of the parties that the Terms and all related documents have been drawn up in English.  C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.

21.8         Notice.  Where OneValley requires that you provide an e-mail address, you are responsible for providing OneValley with your most current e-mail address.  In the event that the last e-mail address you provided to OneValley is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, OneValley dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to OneValley at the following address:  NestGSV, Inc., 2955 Campus Drive, #110, San Mateo, California 94403.  Such notice shall be deemed given when received by OneValley by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

21.9         Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

21.10       Severability.  If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

21.11       Export Control.  You may not use, export, import, or transfer the OneValley Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the OneValley Properties, and any other applicable laws.  In particular, but without limitation, the OneValley Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the OneValley Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the OneValley Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by OneValley are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer OneValley products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

21.12       Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

21.13       Entire Agreement.  The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

OneValley Event Space Rental Terms & Conditions

1. CONDITIONS AND RESPONSIBILITIES OF RENTER

Please read the material below to make sure all parties understand the requirements of providing for everyone’s safety and keeping OneValley a well maintained and safe location for future use.

1.1 INSURANCE

For all events longer than 8 hours or hosting more than 250 people, Special Event Liability insurance is required of all renters and is due no later than ten (10) days prior to your event. The insurance must, at renter’s sole expense, provide and maintain public liability and personal property damage insurance, insuring OneValley employees, contractors and contracted vendors against all bodily injury, property damage, personal injury and other loss arising out of renter’s use and occupancy of the premises, or any other occupant on the premises, including appurtenances to the premises and sidewalks. The insurance required hereunder shall have a single limit liability of not less than $1 million, and general aggregate liability of not less than $2 million. OneValley shall be named as an additional insured of said policy.

If alcohol is to be served please make sure that the policy includes Host Liquor Liability coverage to protect you against alcohol-related accidents, as you are ultimately liable for the safety of your guests. Established catering Services may use their license and insurance to cover this.

Any caterers and/or outside vendors, companies, and/or institutions must provide a copy of their certificate of insurance and catering License to OneValley at least five (5) days prior to the event.

1.12 LIABILITY

Renter agrees to indemnify, defend, and hold OneValley, its landlord, building owners, officers, employees, and agents harmless of and from any liabilities, costs, penalties, lawsuits, expenses or judgments against them arising out of and/or resulting from the rental and use of the premises, including but not limited to, the personal guarantee of provision, service, and dispensing of payment by Renter, its employees, and agents of alcoholic beverages at OneValley.

In the event OneValley, its landlord, building owners, officers, employees and/or agents, are required to file any action in court in order to enforce any provisions of this agreement, renter agrees to pay OneValley, its officers, landlord, building owners, employees and/or agents, all reasonable attorney fees, court fees, and costs of suit incurred by OneValley, including all collection expenses and interest due.

1.13 CATERING STANDARDS

We highly recommend that a caterer from our recommended caterers list be used for your event. Our recommended caterers have experience working at OneValley and are familiar with our regulations, policies, and procedures. Use of caterers not on our recommended list may result in an increased deposit and fee. If Renter intends to use a caterer not on our recommended list, Renter will have to submit information about the caterer’s qualifications, food distribution plan and insurance.

Insurance/credit card—all caterers working at OneValley are required to have a valid certificate of insurance and a credit card on file with us.

Kitchen Policy—the OneValley kitchen is not production space and is to be used for final food presentation, plating and bussing only. Please note that OneValley does not provide dishes, glassware, pots, pans, knives or utensils. The kitchen production space will be provided in a clean condition and the space should be returned to a clean condition immediately following your event. A final walk- through with a member of our event staff is mandatory at the close of your event.

Caterers must remove all trash, composting and recyclables from the site as we do not have adequate facilities. all trash, including sorted recyclables and properly sorted compostables, must be collected, properly bagged and removed by the caterer.

Failure to remove or clean will result in additional fees. OneValley encourages those renting space to consider green, sustainable, fair trade, ecologically sound cleaning and zero waste solutions.

1.14 CAPACITY AND GUEST COUNT

Renter agrees to abide by OneValley's capacity requirements for the room(s) booked for any event. It is Renter’s responsibility to ensure that the number of guests does not exceed the stated capacity of each room.

Boardroom – 16 seated.

Academy – 35 seated.

Conference Center – 150 seated, 200 unseated.

Final guest count changes must be submitted in writing at least five (5) days prior to your event.

1.15 USE OF FACILITY SPACE

To protect the safety and security of all OneValley's members and property, Renter will obtain OneValley's advance approval before using items during/before or after the event which could create noise, noxious odors or hazardous effects (e.g., loud music, smoke or fog machines, dry ice, confetti cannons, candles, or incense) and before engaging in any activities outside of the reserved function rooms (e.g., registration table).

1.16 SITE DECORATION

OneValley wants to make every event here a special and welcome experience. Therefore every effort will be made to allow Renter to prepare decorations reflecting their creative requirements. We ask that only the staff of OneValley rearrange and move any furnishings, including, but not limited to, artwork, lamps, television screens, computer monitors, tables or seating. No nails, screws, staples or penetrating items are to be used on our walls or floors. No glitter or foil (non-paper) confetti is allowed on site. Only low tack tape is allowed on our floors and wall. Any damage will be charged after your event.

1.17 CONDUCT

There is absolutely no drug use or smoking of any kind tolerated on premises or within 25 feet of the building, including loitering or congregating outside on the sidewalk at any time during the event. Disparaging remarks or any type of physical violence will not be tolerated and will be cause for immediate expulsion. Renter and guests shall use the premises in a considerate manner at all times.

Renter acknowledges that the Center is an active workspace housing the business operations of multiple clients. Renter agrees to ensure their guests do not disrupt the workspace areas and acknowledges that such disruption is grounds for immediate removal. Renter acknowledges responsibility for hiring or paying for sufficient security staff. Renter agrees to ensure their guests do not enter areas marked off-limits or “OneValley staff only”.

During events that invite underage attendants, such as high school hackathons, student ceremonies or conferences, Renter accepts full responsibility for ensuring underage attendants abide by all rules outlined in this agreement. Furthermore, Renter accepts full responsibility for ensuring that underage attendants do not possess or consume alcohol, tobacco, or illegal drugs on the premises. Conduct deemed disorderly at the sole discretion of OneValley staff shall be grounds for immediate expulsion from the premises and conclusion of the rental period. In such cases no refund of the event costs shall be made.

1.18 LIABILITY RELEASE AND WAIVER

OneValley reserves the right to require all of Renter’s guests to sign a form releasing OneValley, its landlord, employees, contractors and staff from any and all liability arising out Renter’s use of the Center. The language and terms of this release are at the sole discretion of OneValley. OneValley reserves the right to prohibit any guests that do not sign the liability release from entering the premises. The Renter is not entitled to any refund in the event that their guests are excluded from the premises under section 1.8.

1.19 CANCELLATION

The Date-Hold deposit is non-refundable. From 25 days prior to event: no space rental payments will be refunded.

1.20 LOAD-IN/LOAD-OUT/STORAGE

All load-ins and load-outs must take place within the designated timeframe given by OneValley. if there is an event prior to yours a timed delivery will be required. OneValley is not responsible for checking in or handling any items brought into the venue by rental companies. All external items must be checked-in and signed for by the Renter or Renter’s representative. All excess material (such as bubble wrap, boxes, hangers, plastic, etc.) created by deliveries must be removed and disposed of by rental company, Renter, or Renter’s representative.

Limited storage is available upon request. Storage fees will be applied to any items left overnight or beyond normal load-in/load- out times. This also applies to items left post event for shipment out via courier. Note: it is not the responsibility of OneValley to ensure that pick-ups are scheduled and executed.

1.21 CITY, COUNTY, STATE AND FEDERAL LAWS

Renter agrees to comply with all applicable city, county, State, and Federal laws and shall conduct no illegal act on the premises. This is a drug free and non-smoking facility at all times, no exceptions. Renter shall not sell alcohol on premises at any time. Renter may not serve alcohol to minors on the premises at any time. Renter agrees, for everyone’s safety, to ensure alcoholic beverages are consumed in a responsible manner. OneValley reserves the right, in its exclusive discretion, to expel anyone who in its judgment is intoxicated or under the influence of alcohol or drugs, or who shall in any manner do or participate in any act jeopardizing the rights, use permit, or insurability of OneValley or the safety of its staff, guests, or building contents.

1.22 ENTRY AND EXIT

Renter agrees that OneValley staff or its guests may enter and exit premises during the course of the event.

1.23 PROMOTIONS AND COPYRIGHT

It is important to us that you have a fantastic and successful event. Should OneValley be engaged in the promotion or co-production of your event, it is imperative that we see and approve all marketing messages and communications. We are happy to provide professionally created images of our space for promotional materials.

We hope you will refer others here and are happy to answer any questions you might have about the types of events we do. We are also happy to personally welcome your guests and speak to them about the historic nature of the building, or its contents.

A representative of OneValley and/or promotional materials and signage will be present at all events, and any questions about the space, its contents or about our upcoming events and the charities we support can be directed to that representative.

1.24 PHOTOGRAPHY AND AV RELEASE

Renter consents and agrees that OneValley, its staff, employees, third party photographers and agents have the right to take photographs, still or moving, of the event(s) and the event’s attendees and to use these in any and all media, now or hereafter known, and for the purpose of the promotion of OneValley. Renter further consents that their name, their organization’s name and their attendees’ names and identities may be revealed therein or by descriptive text or commentary.

Renter also grants to OneValley, its staff, employees, third party photographers and agents, the irrevocable right to use and publish photographs, still or moving, of the event, its organizers, and its attendees or for the purposes of self-promotion, including advertising OneValley’s business, in any manner and medium; and to alter and composite the same without restriction and without Renter’s inspection or approval. Renter hereby releases OneValley, its staff, employees, third party photographers and agents from all claims and liability relating to photographs of the event(s).

Renter agrees that there will be no financial or other remuneration for recording or photographing the event(s), its organizers or its attendees.

2. ADDITIONAL PROVISIONS

The following provisions govern the interpretation, modification and enforcement of this Agreement.

2.1 ENTIRE AGREEMENT

This Agreement, including any exhibits which are incorporated herein and made a part of this Agreement, sets forth the entire Agreement between the parties, and supersedes all other oral or written provisions.

2.2 NON-WAIVER OF RIGHTS

The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter. 

2.3 MODIFICATION OF THE AGREEMENT

This Agreement may not be modified, nor may compliance with any of its terms be waived, except by written instrument signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. 

2.4 ASSIGNMENT

Neither this Agreement nor any duties or obligations hereunder may be assigned or delegated by the Renter unless first approved by OneValley by written instrument. 

2.5 SEVERABILITY

Should the application of any provision of this Agreement to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the validity of other provisions of this Agreement shall not be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.

2.6 FORCE MAJUERE

If acts of God, government authorities, natural disasters, or other emergencies beyond OneValley’s reasonable control make it illegal or impossible for OneValley to perform its obligations under this Agreement, OneValley may terminate this Agreement upon written notice to the Renter without liability.

2.7 JURISDICTION

Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement shall be governed by and construed in accordance with the laws of the State of California, and the parties hereto submit to the non-exclusive jurisdiction of California courts. 

2.8 SUBORDINATION

This Agreement shall be subject and subordinate to OneValley’s Lease with OneValley’s landlord, including any amendments thereto, and to any other agreements to which OneValley’s Lease with the landlord is subordinate, including any amendments thereto.

2.9 ENFORCING THIS AGREEMENT

The Renter agrees to pay OneValley any reasonable and proper costs to enforce this Agreement for claims pursued by OneValley under this Agreement.

2.10 LIMITATION OF LIABILITY

The Renter acknowledges that the liability of OneValley for any type of damages to Renter shall not exceed OneValley's total fees under this agreement.

LOST ITEMS

OneValley take no responsibility for personal effects and possessions left on premises during or after any event.

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