Network Membership Terms and Conditions

Last Revised: January 1, 2026

Overview

The Ventrium Sciences website ventriumsciences.com (the “Site”) is provided by Ventrium Sciences LLC (the “Company”). These Network Membership Terms and Conditions (the “Terms”), along with our Privacy Policy, are also a resource for you to get a deeper understanding of your obligations and rights with respect to your use of the Site and membership in the Ventrium Sciences network, including how we may use any information and data we collect from you. We may modify these Terms from time to time as we deem appropriate, so you should check back in frequently to confirm the terms upon which you may use our Site. We will notify you of any modifications to these Terms by posting them on the Site. You hereby agree that by logging in and using the Site, after the effective date of the updated Terms, you agree to be bound by the updated Terms.

Members and Partners

Through the Site, the Company facilitates connections with fractional professionals and strategic partners providing services (each a “Partner”).

If you wish to have access to Company’s Partners, you may have the opportunity to become a “Member” by participating in the membership program offered by Company. As a Member, you will pay Company a fee (a “Membership Fee”) in exchange for access to the Site and Company’s facilitation of connections with its Partners.

Intellectual Property

You acknowledge and agree that all content and materials available on this Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by Company, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content.

As noted above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on this Site is strictly prohibited without the express written permission of Company. For clarity, you may not directly or indirectly replicate any of the content on the Sites for any commercial purpose or access or seek to obtain information from the Site through unauthorized web-crawling, data mining, spiders, bots or screen scraping. You will not use any content on the Site or access the Site for the purposes of building or providing any competitive products or services.

Third Party References / Hyperlinks

This Site may link you to other sites on the Internet. These other sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of Company, and you acknowledge that Company is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such other sites. The inclusion of such a link does not imply endorsement of the site by or any association with its operators. However, we may from time to time be compensated for referring you to certain vendors, and in such circumstances, we will let you know of that relationship.

Pricing of Membership Program(s)

Company may offer one or more membership programs for Members on this Site. The pricing for any such membership program will be clearly stated on the applicable order form and may also be listed on the Site. As a Member, you shall promptly pay all Membership Fees associated with the service as set forth in the applicable order form. If a payment becomes thirty (30) days or more overdue, Company reserves the right to suspend or terminate your access to the services. Past-due payments may be subject to late payment charges of the lesser of: (a) one and one-half percent (1.5%) per month, or (b) the maximum rate allowed by law. The fees and rates under these Terms are subject to change by Company upon at least thirty (30) days’ written notice, which notice may include posting the updated fees and rates on the Site.

Disclosure of Information

As a Member you may send and receive information to and from the Site as well as to and from Partners. You shall be solely responsible for your own information and the consequences of disclosing your information to other members or Partners.

You agree that any information you provide to other members or to Partners is at your own risk, and you further agree to hold Company harmless from any and all damage that could occur to you from any information that you disclose. For additional details, please see our Privacy Policy.

Transactions with Partners

While accessing the Site, Members will have the opportunity to be matched with Partners. Members and the Partner are solely liable for any transaction or agreement they enter into regarding the Member’s use of the Partner’s services. Company makes no warranties or representations regarding the Partner or its services and shall not be liable for either the Member’s or the Partner’s performance of any agreement.

Upon entering into an agreement or transaction with a Partner, the Member must immediately notify Company of such agreement or transaction. Both the Member and the Partner will pay the Company a five hundred dollar ($500.00) fee, each, in exchange for making the introduction resulting in such agreement or transaction (the “Introduction Fee”).

Additionally, for any agreement or transaction where the total contract value exceeds thirty thousand dollars ($30,000.00), a success fee equal to five percent (5%) of any contract value exceeding thirty thousand dollars ($30,000.00) shall be due to the Company.

These fees shall be due within thirty (30) days of the date the Member enters into an agreement or transaction with a Partner. Failure to timely notify the Company of such agreement or transaction is a material breach of these Terms, and Company shall have the right to immediately remove both the Member’s and the Partner’s access to the Site.

Your Conduct

Company does not permit copyright infringing activities and infringement of intellectual property rights on this Site, and Company will remove all content if properly notified that such content infringes on another’s intellectual property rights.

You also affirm, represent, and warrant that your participation on this Site and/or in the membership program(s) and any communications you have with Members or Partners does not violate any applicable laws. Without limiting the foregoing, you affirm, represent and warrant that you shall not harass, threaten, or abuse Company or any Members of Partners, or transmit, distribute, or otherwise communicate any messages or materials that are obscene, harassing, defamatory, threatening, or otherwise unlawful.

If you violate these terms, Company reserves the right to terminate your access to the Site and/or your participation in any membership program.

Non-Circumvention

As a Member, you agree that you shall not, directly or indirectly, circumvent the Company by entering into, facilitating, or maintaining any agreement or relationship with a Partner introduced to you through use of the Site or otherwise by Company, for the purpose of avoiding payment of any fees, including any Referral Fee. Any such circumvention shall constitute a material breach of these Terms, and Company reserves the right to immediately terminate your access to the Site and/or your membership, in addition to all other remedies available to Company at law or equity.

Termination of Membership

As a Member, either you or Company can cancel your participation in any of our membership programs at any time. You shall not be entitled to a refund for any prepaid Membership Fees.

Member Acknowledgement

YOU ACKNOWLEDGE THAT COMPANY IS NOT ACTING AS A FINANCIAL OR LEGAL ADVISOR AND DOES NOT GUARANTEE THAT YOU WILL ACHIEVE ANY PARTICULAR RESULT FROM PARTICIPATING IN ANY OF COMPANY’S MEMBERSHIP PROGRAMS OR FROM USING ANY OF THE INFORMATION ON THIS SITE. YOU ACKNOWLEDGE THAT OUTPUT PRODUCED BY THE SERVICES ARE BASED IN PART ON DATA AND INFORMATION SUPPLIED BY YOU. FURTHERMORE, YOU ACKNOWLEDGE THAT THE USE OF THE OUTPUT OF THE SERVICES SHOULD BE COUPLED WITH OTHER INFORMATION USED BY COMPETENT PROFESSIONALS.

Ability to Accept Terms and Conditions

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.

Contacting Us

If you need to contact us, you can email us at info@ventriumsciences.com.

Disclaimer of Warranties

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. COMPANY AND ITS AGENTS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES ACTUALLY PAID BY THE USER TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, COMPANY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Indemnification

You agree to defend, indemnify, and hold Company and its other affiliated companies harmless, and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney’s fees, that arise from your use of this Site and/or the membership programs.

Severability and Integration

Unless otherwise specified herein, these Terms and the Privacy Policy constitute the entire agreement between you and Company with respect to this Site and supersede all prior or contemporaneous communications between you and Company with respect to this Site. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina. You hereby consent to binding arbitration in the State of North Carolina to resolve any disputes arising under this Terms.

Dispute Resolution

The parties agree to work together in good faith to resolve any dispute arising out of the services between the parties through direct communications.

Any dispute which is unable to be resolved through direct communication shall be escalated to arbitration. The parties shall arbitrate any dispute resulting from or arising from these Terms. Any such arbitration shall be in accordance with the commercial rules of Judicial Arbitration and Mediation Services (“JAMS”) in effect at the time the dispute is filed, except to the extent such rules conflict with these Terms. The cost of the arbitration will be borne equally by the Parties. Any such arbitration shall be held in Raleigh, North Carolina USA and directed by JAMS. Notwithstanding the foregoing or the then-current specified commercial rules of JAMS, the following shall apply with respect to the arbitration proceeding: (a) the arbitration proceedings shall be conducted by one (1) arbitrator selected by the parties, provided, if the parties fail to make such designation within five (5) days after receipt by JAMS of the demand for arbitration, JAMS shall make the appointment in its sole discretion of an arbitrator with a minimum of ten (10) years’ experience and knowledge of software outsourcing and software licensing agreements); (b) the arbitrator will apply North Carolina law and will have no power to alter any provision of these Terms nor to determine any matter, except as provided in this Section 9. The arbitrator will not be bound by legal rules of procedure, and may receive evidence in any manner designed to achieve an equitable result for the Parties; and (c) the existence, subject, evidence, proceedings and rulings resulting from the arbitration proceedings shall be deemed Confidential Information, and shall not be disclosed by either Party, their representatives, or the arbitrator, except: (i) to the professional advisors of each of the Parties; (ii) in connection with a public offering of securities of either of the Parties; (iii) as ordered by any court of competent jurisdiction; or (iv) as required to comply with any applicable governmental statute or regulation. All offers, promises, conduct, and statements, whether written or oral, made in the course of negotiation or arbitration hereunder are confidential, privileged, and inadmissible for any purpose, including, without limitation, impeachment, or estoppel, in any other litigation or proceeding involving any of the Parties, provided that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non- discoverable as a result of its use in the negotiation or arbitration. Either Party may seek equitable relief in arbitration prior to arbitration on the merits to preserve the status quo.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM (WHETHER IN CONTRACT, STATUTE, EQUITY, OR TORT (INCLUDING NEGLIGENCE), OR OTHERWISE RELATING TO THESE TERMS.