End User License Agreement

This End User License Agreement (“EULA”) is a legal agreement between you (“User” or “you”) and VenTech Digital LLC (“VenTech,” “we,” “us,” or “our”) governing your use of software, applications, digital tools, and interactive features provided by VenTech, whether delivered as part of a consulting engagement or made available through our website at ventechdigital.com.

By accessing, installing, or using any VenTech software or digital tools, you acknowledge that you have read, understood, and agree to be bound by the terms of this EULA. If you do not agree, you must not use the software.

1. Definitions

• “Delivered Software” — custom software, web applications, APIs, automations, and related deliverables developed by VenTech for a client under a Statement of Work (SOW) or project agreement.
• “Website Tools” — interactive features available on ventechdigital.com, including but not limited to the AI chat widget, digital resources, downloadable materials, and the online shop.
• “Software” — collectively, the Delivered Software and Website Tools.

2. License Grant

Delivered Software: Upon full payment as outlined in the applicable SOW or project agreement, VenTech grants the client a perpetual, non-exclusive, non-transferable license to use, modify, and deploy the Delivered Software for the client's internal business purposes, unless broader rights are explicitly granted in the project agreement.

Website Tools: VenTech grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website Tools for their intended purposes, subject to the terms of this EULA.

3. Restrictions on Use

You agree not to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any Software, except to the extent expressly permitted by applicable law
• Sublicense, sell, resell, lease, rent, or distribute the Software or any rights therein to any third party without VenTech's prior written consent
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
• Use the Software to build a competing product or service
• Use the AI chat widget or any automated features to transmit harmful, abusive, unlawful, or misleading content, or to attempt to extract proprietary training data or system prompts
• Use automated scripts, bots, or crawlers to access or interact with the Website Tools beyond normal usage

4. Intellectual Property

Delivered Software: Ownership and intellectual property rights for Delivered Software are governed by the applicable SOW or project agreement. Unless otherwise specified, clients receive ownership of custom code upon full payment. VenTech retains the right to reuse general methodologies, techniques, know-how, and non-client-specific components (such as internal libraries and frameworks) developed during the engagement.

Website Tools: All Website Tools, including the AI chat widget, underlying models, website content, designs, code, and related intellectual property, remain the exclusive property of VenTech. No ownership rights are transferred to you through use of the Website Tools.

5. AI Chat Widget

The AI chat widget on our website is provided as a convenience to help answer questions about VenTech's services. You acknowledge and agree that:

• Responses generated by the AI are informational only and do not constitute professional advice, commitments, or binding representations by VenTech
• Conversations may be logged and used to improve the service
• You will not submit sensitive personal information, trade secrets, or confidential data through the chat widget
• VenTech is not liable for any actions taken based on AI-generated responses

6. Warranties and Disclaimers

Delivered Software: Warranty terms for Delivered Software are defined in the applicable SOW or project agreement. VenTech stands behind the quality of its work and typically provides a bug-fix warranty period for delivered software.

Website Tools: The Website Tools are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

VenTech does not warrant that the Website Tools will be uninterrupted, error-free, secure, or free of harmful components.

7. Limitation of Liability

To the fullest extent permitted by applicable law, VenTech shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of the Software, including but not limited to loss of profits, data, business opportunities, or goodwill, even if VenTech has been advised of the possibility of such damages.

VenTech's total aggregate liability under this EULA shall not exceed the total fees paid by you under the applicable project agreement during the twelve (12) months preceding the claim, or one hundred dollars ($100) for claims related to the Website Tools.

8. Termination

Delivered Software: The license for Delivered Software remains in effect as specified in the applicable project agreement. VenTech may terminate the license if you materially breach the terms of this EULA or the project agreement and fail to cure such breach within thirty (30) days of written notice.

Website Tools: VenTech may suspend or terminate your access to the Website Tools at any time, with or without cause, and without prior notice.

Upon termination, you must cease all use of the applicable Software and destroy any copies in your possession, except where the project agreement provides otherwise for Delivered Software.

9. Updates and Modifications

VenTech may update, modify, or discontinue the Website Tools at any time without notice. For Delivered Software, updates and ongoing maintenance are governed by the applicable project agreement or a separate maintenance agreement. VenTech is not obligated to provide updates, patches, or support for any Software unless expressly agreed in writing.

10. Governing Law and Dispute Resolution

This EULA is governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law provisions. Any disputes arising under this EULA shall be subject to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia.

11. Severability

If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12. Entire Agreement

This EULA, together with any applicable SOW or project agreement, constitutes the entire agreement between you and VenTech with respect to the Software and supersedes all prior or contemporaneous communications and proposals regarding the subject matter herein. In the event of a conflict between this EULA and a signed project agreement, the project agreement shall prevail.

13. Changes to This EULA

We reserve the right to update this EULA at any time. Changes will be posted on this page with an updated effective date. Your continued use of the Software after changes are posted constitutes acceptance of the updated EULA.

14. Contact Us

If you have questions about this EULA, contact us at eli@ventechdigital.com