1. Acceptance of Terms

1.1. Before using the equinox.ventures website (the "Website") and the services provided through it (collectively referred to as the "Service"), please carefully review these Terms & Conditions ("Terms"). These Terms, governed by Belkins Group ("us," "we," "our," or the "Company"), outline the relationship between you and the Company regarding your use of the Service.

1.2. These Terms apply to all visitors, users, and anyone accessing or using the Service. Access and use of the Service are contingent upon your acceptance of and compliance with these Terms. By accepting these Terms, agreeing to an enterprise proposal, executing any MSA referencing this agreement, or using the Service, you confirm that you have read, understood, and agreed to these Terms. Additionally, you represent and warrant that you have full authority to enter into and be bound by these Terms.

If you accept these Terms on behalf of a legal entity, you further warrant that you are authorized to bind that entity to these Terms. Should you lack such authority or disagree with any part of these Terms, you are prohibited from accepting them and using the Service.

1.3. Changes to Terms. We reserve the right to modify or replace these Terms at our sole discretion at any time. If the changes are significant, we will notify you in advance before the new Terms take effect. What qualifies as a significant change will be determined solely by us.

By continuing to access or use the Service after the updated Terms take effect, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you must stop using the Service immediately.

2. Services Provided

2.1. Through the Service, the Company offers email support and deliverability services as described on the Website or as outlined in an accepted Enterprise Proposal or signed Master Service Agreement, if applicable. Additionally, the Website may serve as a venture builder, offering support for the ideation, development, and scaling of new business ventures. This includes providing strategic guidance, operational resources, and access to networks to help establish and grow innovative business initiatives.

Disclaimer: The scope and availability of the services provided as part of the venture builder function may vary and are subject to the Company's discretion. The Company makes no guarantees regarding the success or outcome of any business venture supported through the Service.

2.2. To access certain functionalities of the Service, you may have the option to register an account or create sub-accounts/seats. If you choose to create an account or sub-account with us, you confirm that all information provided about yourself or the represented legal entity (if applicable) is accurate, complete, and up-to-date at all times. You also confirm that you have the authority to create the account on behalf of the represented legal entity, if applicable. Providing inaccurate, incomplete, or outdated information may result in the suspension or termination of your account or sub-account on the Service.

2.3. You are prohibited from granting access to your account to third parties, except for authorized representatives of your company. If the Service allows the creation of sub-accounts or seats under the main account, each sub-account or seat may only be used by a single individual within your company. You are solely responsible for safeguarding the confidentiality of your account credentials, including passwords, and for limiting access to your account. You accept full responsibility for all activities that occur under your account or sub-accounts. In the event of a security breach or unauthorized use of your account, you must notify us immediately.

2.4. We reserve the right, at our sole discretion, to suspend or terminate your account, sub-account, or seat, as well as your access to the Service, with or without prior notice, if you violate these Terms.

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3. Payments & Subscriptions

3.1. Payments under these Terms are applicable only for email support and deliverability services (the “Service Fees”), which may be offered as one-time payments or on a subscription basis (the “Subscription”), as described on the Website or specified in an accepted Enterprise Proposal or executed Master Service Agreement. 

Venture builder services are not included in the Service Fees and are subject to separate arrangements mutually agreed upon by the parties.

3.2. All Service Fees under these Terms are exclusive of any applicable taxes, duties, or charges imposed by governmental authorities, including but not limited to sales, use, and excise taxes.

3.3. Service Fees must be paid upfront within fourteen (14) calendar days from the date of the issued invoice and, in any case, before the commencement of the paid Service. Payments must be made in full without any set-off, counterclaim, deduction, or withholding.

3.4. Late payment of Service Fees will incur simple interest at a rate of six percent (6%) per annum, calculated on the overdue amount based on a 360-day year and the number of calendar days past the due date until paid.

3.5. If you opt to pay Service Fees online rather than via bank transfer (the “Online Purchase”), you may be required to provide certain information necessary to process the payment, such as your (or the represented legal entity’s) credit card number, billing address, and name. By completing the Online Purchase, you represent and warrant that: (i) you have the legal right to use the provided payment method(s); and (ii) all information supplied is accurate, current, and complete.

3.6. The Company may use third-party services to facilitate payments and process Online Purchases. By submitting your payment information, you consent to the Company sharing this data with third-party service providers in accordance with the Company’s Privacy Policy.

3.7. If you choose a Subscription, Service Fees are payable upfront on a monthly basis unless otherwise specified in the price description on the Website, Enterprise Proposal, or Master Service Agreement (the “Subscription Period”). At the end of each Subscription Period, your Subscription will automatically renew under the same conditions unless canceled as specified in Section 4.

3.8. By providing payment information for the Online Purchase of a Subscription, you authorize the Company to automatically charge all applicable Service Fees for each Subscription Period. Should automatic billing fail, the Company may issue an electronic invoice and request payment as per clause 3.3.

3.9. Discounts on Service Fees may be provided under the terms specified on the Website, Enterprise Proposal, or Master Service Agreement. Unless otherwise stated, discounts apply only to the Initial Contract Period, as defined in Section 4.

3.10. Due to the nature of the Service, all payment obligations are non-cancelable, and all Service Fees paid are non-refundable. Upgrades to the Service require payment of the difference between the updated and previous Service Fees. Downgrades will not result in a refund, and the updated Service Fees will apply from the next Subscription Period.

3.11. The Company reserves the right to modify Service Fees for Subscriptions at any time unless a fixed price is explicitly stated in the Enterprise Proposal or Master Service Agreement. Fee changes will take effect at the end of the current Subscription Period, with reasonable prior notice provided to allow for Subscription cancellation if desired. Continued use of the Service after the change takes effect indicates your acceptance of the revised fees.

4. Term & Termination

4.1. These Terms shall be effective from the date you first access or use the Service and shall remain in effect until terminated as described herein. The Company and you may agree to a different validity period in the Enterprise Proposal or Master Service Agreement. In such case, the term will automatically renew for successive periods equal to the initial term, unless terminated by you.

4.2. The Company and you may also agree to a pilot term (distinct from Subscription Periods) in the Enterprise Proposal or Master Service Agreement, during which you agree to purchase a specified number of Subscriptions in exchange for discounts or other favorable terms ("Initial Contract Period" or "SOW Term"). The Enterprise Proposal / Master Service Agreement may specify different cancellation terms for Subscriptions, termination of these Terms, and refund policies for Service Fees during the Initial Contract Period.

4.3. The Company may cancel any or all Subscriptions or terminate the Terms immediately: (i) for any reason or (ii) in the event of late payment of Service Fees, violation of the Acceptable Use Policy, or any other breach of these Terms. If the Company cancels or terminates without cause, it will refund a prorated amount of Service Fees for the remaining days of the active Subscription Period.

4.4. Unless otherwise specified in the Enterprise Proposal / Master Service Agreement, you may cancel any or all Subscriptions or terminate the Terms without cause by providing the Company with at least one (1) month's prior written notice. If the termination notice is given such that termination will occur in the following Subscription Period, you will be required to pay the Service Fees for the entire upcoming Subscription Period.

4.5. With regard to any venture builder arrangement between the parties, the termination of such arrangement shall be governed by separate agreements specifically addressing the terms of termination, and not by these Terms. Such termination arrangements will be set forth in distinct agreements as deemed necessary by both parties.

5. Intellectual Property & Data Protection

5.1. The Service, along with its original content, features, and functionality, shall remain the exclusive property of the Company and its licensors. The Service is protected by copyright, trademark, and other intellectual property laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

5.2. Subject to these Terms, the Company grants you a non-exclusive, revocable license (without the right to transfer, assign, or sublicense) to use the Service solely for your internal business purposes.

5.3. You represent, warrant, and covenant that your use of the Service will comply with the terms of this license and will not infringe upon or violate the rights of any third party or breach any applicable laws.

5.4. Any data, text, or other material you submit to us or to the Service ("User Content") remains your intellectual property, and we do not claim ownership of the copyright or any other proprietary rights in such User Content.

5.5. You grant the Company a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, transferable, and sublicensable right to use the User Content solely for the purpose of providing the Service.

5.6. In the event that you provide feedback to us, you grant us a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, transferable, and sublicensable right to use such feedback without restriction. You also grant us the same rights to include your name and company logo in our customer list and on our website.

5.7. The Company will ensure that its use of User Content is consistent with the Company’s Security Policy.

5.8. To the extent that your User Content consists of personal data, you must ensure that (i) your collection and further processing of such User Content is consistent with applicable privacy laws, and (ii) you have obtained the necessary consent or have another legal basis for processing the data, enabling the Company to use the User Content for the provision of the Service. For more information on how we handle personal data, please refer to our Privacy Policy.

6. Links to Other Websites

6.1. Our Service may contain links to third-party websites or services that are not owned or controlled by us. We do not control, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. We do not endorse or warrant the offerings of any such entities or individuals or their websites. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any third-party websites or services. We strongly advise you to review the terms and conditions and privacy policies of any third-party websites or services that you visit.

Disclaimer: The inclusion of links to third-party websites or services does not imply endorsement by the Company. The Company makes no representations regarding the accuracy, legality, or reliability of any third-party content or services and shall not be liable for any issues arising from your interaction with third-party websites.

7. Confidentiality

7.1. Confidential Information. Each party agrees to keep confidential any information disclosed by the other party that is marked or otherwise identified as confidential or proprietary, or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). This includes, but is not limited to, business plans, technical data, software, trade secrets, customer information, and any other information related to the Service.

7.2. Exclusions. Confidential Information does not include information that (i) is or becomes publicly available without breach of these Terms; (ii) was already known by the receiving party before disclosure by the disclosing party; (iii) is lawfully received from a third party without an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to or reliance upon the Confidential Information.

7.3. Non-Disclosure. Each party agrees not to disclose, use, or permit the disclosure or use of any Confidential Information for any purpose other than to perform its obligations under these Terms, unless required by law, regulation, or court order. In the event of a disclosure required by law, the disclosing party will promptly notify the other party to allow it an opportunity to seek a protective order or other remedy.

7.4. Third-Party Websites and Services. In connection with links to third-party websites or services as described in Section 6, each party acknowledges that any information provided to third-party websites or services may not be subject to the confidentiality obligations outlined in this section. You are responsible for reviewing and ensuring the confidentiality practices of any third-party websites or services you interact with.

7.5. Duration of Confidentiality Obligations. The obligations set forth in this confidentiality provision shall survive the termination of these Terms for a period of [insert number] years, or for such longer period as required by applicable law.

7.6. No License. Nothing in this Section grants the receiving party any rights or licenses in or to the Confidential Information, except for the limited right to use such information solely for the purpose of fulfilling its obligations under these Terms.

8. Limitation of Liability & Indemnification

8.1. Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall the Company or its affiliates, officers, directors, employees, agents, or licensors be liable to you for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or business interruption, arising out of or in connection with the use or inability to use the Service, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if the Company has been advised of the possibility of such damages.

8.2. Maximum Liability. In no event shall the total cumulative liability of the Company arising from or related to these Terms, whether in contract, tort, or otherwise, exceed the amount paid by you to the Company for the Service giving rise to the claim during the six (6) months preceding the date on which the claim arose.

8.3. Indemnification. You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys' fees), and other expenses arising out of or in connection with (i) your use of the Service, (ii) any violation of these Terms by you, (iii) your violation of any applicable laws, regulations, or third-party rights, including intellectual property rights, and (iv) any content or materials you submit, upload, or provide to the Company or the Service.

8.4. Third-Party Claims. If any third-party claim is brought against an Indemnified Party in relation to any of the matters described in Section 8.3, the Indemnified Party will promptly notify you in writing, and you shall have the right to control the defense and settlement of such claim, provided that you will not settle any such claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld.

8.5. No Liability for Third-Party Websites. As described in Section 6, the Company shall not be liable for any content, goods, services, or practices of third-party websites or services linked to or accessed through the Service. Any reliance you place on such third-party websites is at your own risk, and the Company shall not be held responsible for any claims arising from your interactions with third-party sites.

10. Governing Law & Jurisdiction

10.1. These Terms shall be governed by and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions.

10.2. Any dispute arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the courts in Delaware. You acknowledge and agree that a final judgment in any such action, litigation, or proceeding shall be conclusive and may be enforced in other jurisdictions through suit on the judgment or in any other manner provided by law.

10.3. Subject to the forum selection clause above, the parties agree to negotiate in good faith to resolve any disputes. If such negotiations do not resolve the dispute within sixty (60) calendar days from the date the dispute is first raised, the parties will proceed with the dispute resolution process as set forth in Section 10.2.

11. Contact Us

If you have any questions, concerns, or comments regarding these Terms, the Service, or any other matter, please feel free to contact us. You can reach us through the information provided on our Contact Us page.

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