Terms of Use - ISLAMODAPR LLC

VÉNA — Second-Hand Online Marketplace Website: https://joinvena.com | Contact: [email protected]
Effective Date: July 7, 2026

VÉNA — Second-Hand Online Marketplace Website: https://joinvena.com | Contact: [email protected]

Effective Date: July 7, 2026

1. Acceptance of Terms

By accessing, browsing, or using the platform operated by ISLAMODAPR LLC d/b/a VÉNA (hereinafter referred to as "Company," "we," "us," or "our") at https://joinvena.com (the "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Use ("Terms"), our Privacy Policy, and all applicable laws and regulations. If you do not agree to these Terms in their entirety, you must immediately cease all use of the Platform. Eligibility: You must be at least eighteen (18) years of age to use this Platform. Under Puerto Rico

law (31 L.P.R.A. § 971), the age of majority is twenty-one (21) years; however, emancipated minors aged eighteen (18) or older may enter into binding contracts. By using this Platform, you represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into a binding agreement under the laws of the Commonwealth of Puerto Rico and applicable federal law. Your continued use of the Platform after any modifications to these Terms constitutes acceptance of those modifications. We reserve the right to deny access to any person who does not meet these eligibility requirements.

2. Definitions

For purposes of these Terms, the following definitions apply:

• "Platform" means the website located at https://joinvena.com, including all associated mobile applications, APIs, and services operated by the Company.
• "User" means any individual or entity that accesses or uses the Platform, whether as a Buyer, Seller, or visitor.
• "Buyer" means a User who purchases or seeks to purchase Goods through the Platform.
• "Seller" means a User who lists or offers Goods for sale through the Platform.
• "Content" means any text, images, photographs, videos, descriptions, reviews, ratings, communications, or other materials uploaded, posted, or transmitted through the Platform by Users.
• "Goods" means any new, second-hand, pre-owned, used, refurbished, or vintage tangible personal property listed for sale on the Platform.
• "Listing" means a Seller's offer to sell specific Goods through the Platform, including all associated descriptions, images, pricing, and terms.
• "Transaction" means the completed purchase and sale of Goods between a Buyer and a Seller facilitated through the Platform.
• "Account" means a registered user profile created on the Platform with associated credentials.
• "IVU" means the Impuesto sobre Ventas y Uso (Sales and Use Tax) applicable in Puerto Rico.
• "DACO" means the Departamento de Asuntos del Consumidor (Department of Consumer Affairs) of Puerto Rico.

3. Description of Service

The Platform operates as an online marketplace that facilitates the listing, sale, and purchase of new and/or second-hand, pre-owned, and used goods between individual Users and/or businesses. The Company acts solely as an intermediary that provides the technology platform and associated services to connect Buyers and Sellers. The Company does not:

• Own, possess, inspect, authenticate, appraise, or take custody of any Goods listed on the Platform;
• Guarantee the quality, safety, legality, condition, authenticity, or accuracy of any Listing or Goods;
• Guarantee that any Transaction will be completed successfully;
• Act as an agent, broker, dealer, or consignee for any User;
• Provide escrow services unless expressly stated otherwise. The Platform may offer ancillary services such as payment processing facilitation, messaging tools, shipping label generation, dispute mediation, and promotional features. These ancillary services do not alter the Company's fundamental role as an intermediary.

4. Account Registration and Security

To access certain features of the Platform, including the ability to buy or sell Goods, you must create an Account. When registering, you agree to:

• (a) Provide accurate, current, and complete information as requested during the registration process;
• (b) Maintain and promptly update your Account information to keep it accurate, current, and complete;
• (c) Maintain the confidentiality of your Account credentials, including your password;
• (d) Accept responsibility for all activities that occur under your Account;
• (e) Immediately notify the Company of any unauthorized use of your Account or any other breach of security. You may not create more than one Account per person without express written permission from the Company. The Company reserves the right to suspend or terminate any Account that violates these Terms or that we reasonably believe to be fraudulent, impersonating another person, or otherwise in violation of applicable law. You are solely responsible for any activity that occurs under your Account, regardless of whether such activity was authorized by you. The Company shall not be liable for any loss or damage arising from your failure to maintain the security of your Account credentials.

5. Marketplace Model and Platform Role

The Company operates solely as an intermediary platform provider. The Company is NOT a party to any Transaction between Buyers and Sellers. All Transactions are entered into directly between the Buyer and the Seller. By using the Platform, you acknowledge and agree that:

• The Company does not transfer legal title to any Goods. Title passes directly from Seller to Buyer upon completion of a Transaction;
• The Company is not responsible for the performance or non-performance of any obligation by a Buyer or Seller;
• The Company does not endorse, guarantee, or assume liability for any User, Listing, or Goods offered on the Platform;
• The contractual relationship for the sale of Goods exists exclusively between the Buyer and Seller;
• The Company is not a traditional retailer, auctioneer, or consignment shop under Puerto Rico commercial law. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, agency, or franchise relationship between the Company and any User.

6. Seller Obligations

By listing Goods on the Platform, Sellers represent, warrant, and agree to the following: 6.1 Accurate Descriptions

• All Listings must accurately describe the Goods, including their condition, defects, flaws, damage, wear, age, and any relevant history;
• Photographs must accurately depict the actual item being sold and must not be stock photos or images of a different item;
• Sellers must disclose all known material defects, including cosmetic damage, functional limitations, missing parts or accessories, and prior repairs;
• Condition descriptions must be honest and not misleading (e.g., "like new," "good," "fair," or "for parts" must accurately reflect actual condition). 6.2 Authenticity and Right to Sell
• Sellers must have clear legal title to, or proper authorization to sell, all Goods listed;
• Goods must not be stolen, misappropriated, or otherwise unlawfully obtained;
• Branded goods must be genuine and authentic. Counterfeit, replica, or knock-off items are strictly prohibited;
• Sellers must be able to substantiate authenticity claims upon request. 6.3 Prohibited Items The following items may not be listed or sold on the Platform:
• Counterfeit, replica, or infringing goods;
• Stolen property or goods obtained through fraud;
• Items subject to a product recall by the Consumer Product Safety Commission (CPSC) or other regulatory authority;
• Hazardous materials, weapons, ammunition, explosives, or controlled substances;
• Items whose sale is prohibited by federal law, Commonwealth of Puerto Rico law, or local ordinance;
• Items that require a license or permit to sell that the Seller does not possess;
• Human remains, body parts, or regulated biological materials;
• Items subject to export controls or trade sanctions;
• Alcoholic beverages, tobacco, vaping and nicotine products, prescription drugs, controlled medications, and medical devices requiring a license, perishable food and consumables, cosmetics and items subject to health regulations, live animals, event tickets, and gift cards where resale is restricted, and any time whose resale is restricted by DACO or other PR regulation. 6.4 Legal Compliance Sellers are solely responsible for compliance with all applicable laws, including but not limited to Puerto Rico consumer protection statutes, tax obligations (including IVU collection and remittance where applicable), the Puerto Rico Uniform Commercial Code, and all applicable federal regulations.

7. Buyer Obligations

By purchasing Goods through the Platform, Buyers represent, warrant, and agree to the following:

• Buyers will review Listings carefully before committing to a purchase, including all descriptions, photographs, condition notes, and seller disclosures;
• Buyers understand that Goods are second-hand or pre-owned and may exhibit wear, imperfections, or age-related characteristics consistent with prior use;
• Buyers will provide accurate shipping information and be available to receive deliveries;
• Buyers will promptly inspect Goods upon receipt and report any material discrepancies from the Listing description within the timeframe specified in Section 11;
• Buyers will complete payment in full through the Platform's designated payment methods;
• Buyers will not engage in fraudulent chargebacks, false claims of non-receipt, or misrepresentation of item condition upon delivery;
• Buyers acknowledge that the Company does not guarantee the condition, authenticity, or fitness for a particular purpose of any Goods. Failure to fulfill these obligations may result in Account suspension or termination and may expose Buyers to legal liability.

8. Listing Rules and Content Standards

All Listings must comply with the following rules and content standards: 8.1 General Listing Requirements

• Each Listing must describe only one item or a clearly defined lot/bundle;

• Listings must be placed in the appropriate category;

• Pricing must be stated in U.S. dollars (the legal tender of Puerto Rico);

• Listings must not contain misleading, deceptive, or fraudulent information;

• Duplicate Listings for the same item are prohibited. 8.2 Condition Disclosures for Used Goods Given the second-hand nature of Goods sold on this Platform, Sellers must use the following condition categories and provide corresponding disclosures:

• New/Unused: Item has never been used and is in original packaging (if applicable). Must note if packaging is damaged or opened.

• Like New/Mint: Item shows no visible signs of use. Any imperfections must be disclosed.

• Good: Item shows normal signs of use but is fully functional. All cosmetic imperfections must be noted and photographed.

• Fair: Item shows significant wear or has minor functional issues. All defects must be thoroughly documented.

• For Parts/Not Working: Item is not fully functional and is sold for parts or repair. Known issues must be described in detail. 8.3 Content Standards User Content must not:

• Contain false, misleading, or deceptive statements;

• Infringe upon any third party's intellectual property rights;

• Contain obscene, defamatory, harassing, or threatening material;

• Include personal contact information intended to circumvent Platform fees;

• Contain malware, viruses, or harmful code;

• Violate any applicable law or regulation.

9. Pricing, Payment Processing, and Taxes

9.1 Pricing Sellers determine the price of their Goods in their sole discretion. The Company may charge service fees, transaction fees, listing fees, or subscription fees as disclosed on the Platform. All fees are non-refundable unless otherwise stated. 9.2 Payment Processing Payment for Transactions is processed through Stripe, our third-party payment processor, integrated with the Platform. By using the Platform, you agree to the terms and conditions of Stripe. The Company does not store complete credit card numbers or financial account details on its servers. Our payment processor, Stripe, prepares and issues applicable year-end tax forms to Sellers where required by law. The Company is not a bank, money transmitter, or financial institution. The Company does not hold funds in trust except to the extent necessary to facilitate Transactions and resolve disputes as described herein. To support the claim and cancellation rights in Section 11, the Company may hold or delay disbursement of a Seller’s proceeds until the applicable claim window has closed and any timely claim has been resolved. Where a Buyer submits a valid and timely not-as-described claim, or validly cancels an unshipped order under Section 11.3, the corresponding funds will be refunded to the Buyer from amounts held from Seller, and the Company is not obligated to fund refunds from its own resources beyond amounts collected for the Transaction. If a Buyer initiates a chargeback, payment reversal, or bank dispute instead of using the claim process in Section 11, the Company may suspend the associated Transaction funds and the Account pending resolution. Buyers agree to use the Section 11 claim process before initiating a chargeback. The party found responsible for a reversed Transaction bears the associated fees and losses, and the Company may recover such amounts from that party’s held funds or Account. 9.3 Taxes — IVU (Impuesto sobre Ventas y Uso) Puerto Rico imposes a Sales and Use Tax (IVU) on the sale of tangible personal property. As of the Effective Date, the combined state and municipal IVU rate is eleven and one-half percent (11.5%), consisting of a 10.5% state portion and a 1% municipal portion. Sellers who are required by law to collect and remit IVU are solely responsible for:

• Determining whether IVU applies to their Transactions;
• Registering with the Puerto Rico Department of Treasury (Hacienda) as a merchant, if required;
• Collecting the appropriate amount of IVU from Buyers;
• Filing returns and remitting IVU to the appropriate governmental authorities on a timely basis. The Company may, but is not obligated to, collect and remit IVU on behalf of Sellers in accordance with applicable marketplace facilitator laws. Users are encouraged to consult a qualified tax professional regarding their specific obligations.

10. Shipping, Delivery, and Risk of Loss

Unless otherwise agreed between Buyer and Seller:

• Seller is responsible for properly packaging Goods to prevent damage during transit;
• Seller must ship Goods within the timeframe specified in the Listing or, if no timeframe is specified, within three (3) business days of confirmed payment;
• Risk of loss and title to Goods pass from Seller to Buyer upon delivery to the carrier (FOB shipping point), unless otherwise specified in the Listing or required by applicable law. Notwithstanding the allocation of risk of loss in this Section 10, nothing in this Section limits a Buyer’s right to bring a not-as-described claim under Section 11 where Goods arrive broken or damaged, arrive stained or soiled, or are lost in transit as evidenced by USPS. In the event of any conflict between this Section 10 and Section 11 with respect to those conditions, Section 11 shall control;
• Seller must provide valid tracking information for all shipments;
• Buyer is responsible for providing a valid and accurate delivery address. The Company is not responsible for items lost, damaged, or delayed in transit. Claims for lost or damaged shipments must be directed to the applicable carrier, except as expressly provided in Section 11. The Company may, at its sole discretion, assist in mediating shipping disputes between Buyers and Sellers. For local pickup Transactions, risk of loss passes to the Buyer upon physical transfer of the Goods. Users arranging local pickup do so at their own risk and are encouraged to meet in safe, public locations.

11. Returns, Refunds, and Cancellations

11.1 Nature of Second-Hand Goods IMPORTANT: Goods sold on this Platform are second-hand, pre-owned, or used items. By their

nature, such Goods may have imperfections, wear, or age-related characteristics. Buyers acknowledge that Goods are sold "AS-IS" unless the Seller expressly provides a warranty or guarantee in the Listing, or unless applicable law mandates otherwise. For purposes of this Section, Goods are “not as described” where they do not conform to the description given by the Seller as set forth in Section 8.2, or they arrive broken or damaged, arrive stained or soiled, or are lost in transit as evidenced by USPS. All not-as-described claims must be submitted by email to [email protected] within the twenty-four (24) hour claim window, counted as of the date of delivery provided by the carrier, and must include clear photographs documenting the defect or discrepancy. A claim is valid only if the Buyer has (i) initiated the claim within twenty-four (24) hours of delivery, (ii) sent the required email to [email protected], and (iii) provided supporting photographs of the item as received. Claims that do not satisfy all three requirements may be denied. 11.2 Returns and Refunds Unless otherwise required by applicable Puerto Rico consumer protection law:

• The Company operates as a resale marketplace and, as a general rule, does not accept returns. The only exception is where the Goods received by the Buyer are not as described in the Listing, as set forth in these Terms;
• Absent a valid and timely not-as-described claim submitted in accordance with this Section, all Goods are sold on a final-sale basis, with no returns, refunds, or exchanges accepted;
• Returns are mandatory when Goods are materially different from the Listing description as set forth in this Section and Section 8.2;
• Claims that Goods are not as described must be submitted within twenty-four (24) hours of delivery, as evidenced by the USPS or applicable carrier proof-of-delivery receipt, through the claims process described below;
• The Company may choose to mediate disputes but is not obligated to issue refunds. 11.3 Cancellations
• Except as provided in this Section, Buyers may not cancel an order once Goods have been purchased. However, a Buyer may cancel an order and receive a refund if the Seller has not shipped the Goods within four (4) days (including Saturdays, but excluding Sundays and USPS holidays, in accordance with USPS working days) after payment is confirmed;
• Sellers may cancel an order if the Goods are no longer available, provided they notify the Buyer promptly;
• Repeated cancellations by Sellers may result in Account restrictions or suspension. 11.4 Mandatory Consumer Rights Nothing in this Section shall be construed to limit any mandatory consumer rights under Puerto Rico law that cannot be waived by agreement, including but not limited to rights under the Puerto Rico Civil Code regarding hidden defects (“vicios ocultos”) as described in Section 12.

12. Consumer Protection

12.1 DACO Compliance The Company operates in compliance with the regulations and guidelines issued by the Department of Consumer Affairs (“ DACO”) of Puerto Rico. Users may file complaints with DACO regarding unfair or deceptive trade practices. DACO contact information is available at www.daco.pr.gov. 12.2 Puerto Rico Civil Code — Hidden Defects (Vicios Ocultos) Under the Puerto Rico Civil Code (31 L.P.R.A. §§ 4831-4840), Sellers may be liable for hidden defects (“vicios ocultos”) in Goods sold, even in second-hand transactions, where:

• The defect existed at the time of sale and was not apparent upon reasonable inspection;
• The defect renders the Goods unfit for their intended purpose or significantly diminishes their value;
• The Buyer was not aware of the defect at the time of purchase. A Seller who was aware of a hidden defect and failed to disclose it may be liable for damages in addition to the return of the purchase price. These statutory protections apply regardless of any contractual "as-is" disclaimers. 12.3 Mandatory Consumer Rights These Terms do not and cannot waive mandatory consumer rights afforded to consumers under Puerto Rico law. To the extent any provision of these Terms conflicts with a non-waivable consumer right under applicable law, the consumer protection provision shall prevail. Nothing in these Terms limits a consumer's right to seek remedies before DACO or the courts of Puerto Rico. 12.4 Unfair or Deceptive Practices The Company prohibits and will take action against unfair or deceptive practices on the Platform, including but not limited to bait-and-switch tactics, false advertising, undisclosed material defects, and price gouging. Users who engage in such practices may have their Accounts terminated and may be reported to DACO or law enforcement.

13. Intellectual Property and User-Generated Content

13.1 Platform Intellectual Property The Platform, including its design, layout, look, appearance, graphics, trademarks, service marks, logos, and all software, code, and content created by the Company, is the exclusive property of VÉNA or its licensors and is protected by United States and international intellectual property laws. 13.2 User-Generated Content License By posting Content on the Platform, you grant the Company a non-exclusive, worldwide, royalty- free, sublicensable, and transferable license to use, reproduce, modify, display, distribute, and create derivative works from such Content solely for the purposes of operating, promoting, and improving the Platform. You retain ownership of your Content, subject to the license granted above. You represent and warrant that you own or have the necessary rights to post your Content and that it does not infringe upon the intellectual property rights of any third party. 13.3 Content Removal The Company reserves the right to remove any Content that violates these Terms, applicable law, or that the Company deems inappropriate in its reasonable discretion, without prior notice.

14. Prohibited Conduct and Acceptable Use

You agree not to engage in any of the following prohibited conduct:

• Circumventing, disabling, or otherwise interfering with Platform security features;
• Using automated tools (bots, scrapers, crawlers) to access the Platform without express written permission;
• Attempting to gain unauthorized access to other Users' Accounts or Company systems;
• Manipulating prices, feedback, ratings, or search results;
• Engaging in shill bidding, fake transactions, or wash sales to inflate ratings;
• Posting false, misleading, or defamatory Content;
• Harassing, threatening, or intimidating other Users;
• Engaging in money laundering, fraud, or other illegal financial activity;
• Using the Platform to sell items to jurisdictions where such sale is prohibited;
• Circumventing the Platform's fee structure by conducting Transactions outside the Platform after initial contact was made through the Platform;
• Impersonating another person or entity;
• Transmitting viruses, malware, or other harmful code;
• Violating any applicable local, Commonwealth, or federal law or regulation. Violation of this Section may result in immediate Account suspension or termination, forfeiture of pending payments, and referral to law enforcement authorities.

15. Reviews and Ratings

The Platform may allow Users to post reviews and ratings of other Users and Transactions. By posting a review or rating, you agree that:

• Your review is based on your genuine, first-hand experience with the Transaction;
• Your review is truthful, accurate, and not misleading;
• You will not post a review in exchange for compensation, discounts, or other incentives from any party;
• You will not post reviews for Transactions in which you did not participate;
• Your review does not contain defamatory, obscene, or illegal content. The Company reserves the right to remove reviews that violate these Terms or that appear to be fraudulent, retaliatory, or otherwise inauthentic. The Company does not guarantee the accuracy or reliability of any reviews or ratings posted on the Platform. Users may not threaten negative reviews as leverage in disputes, nor may they offer to remove or modify reviews in exchange for concessions. Such conduct may result in Account suspension.

16. Third-Party Links

The Platform may contain links to third-party websites, services, or resources that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. The inclusion of any link does not imply endorsement, approval, or affiliation by the Company. 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 read the terms and conditions and privacy policies of any third-party websites or services that you visit.

17. Disclaimers of Warranties

THE PLATFORM AND ALL SERVICES, CONTENT, AND GOODS ACCESSIBLE THROUGH THE PLATFORM ARE PROVIDED ON AN "AS-IS" AND "AS- AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; (C) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF CONTENT, SERVICES, OR GOODS; AND (D) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY MAKES NO WARRANTY REGARDING THE QUALITY, CONDITION, SAFETY, LEGALITY, OR AUTHENTICITY OF ANY GOODS LISTED ON THE PLATFORM. ALL GOODS ARE SOLD BY THIRD-PARTY SELLERS, AND THE COMPANY IS NOT RESPONSIBLE FOR VERIFYING SELLER CLAIMS. Some jurisdictions do not allow the exclusion of certain warranties. To the extent such exclusions are specifically prohibited by applicable law, some of the above exclusions may not apply to you. In such cases, the Company's warranties shall be limited to the minimum scope and duration required by law.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY

YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). This limitation of liability applies to all claims, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory. Some jurisdictions do not allow limitations on implied warranties or exclusion of certain damages. If applicable law does not allow all or any portion of the above limitation of liability to apply to you, the limitations will apply to you only to the extent permitted by applicable law. Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

19. Indemnification

You agree to indemnify, defend, and hold harmless ISLAMODAPR LLC d/b/a VÉNA, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• (a) Your use or misuse of the Platform;
• (b) Your violation of these Terms;
• (c) Your violation of any applicable law or regulation;
• (d) Your Content or any Listing you create;
• (e) Any Transaction in which you participate as a Buyer or Seller;
• (f) Your infringement of any third party's intellectual property or other rights;
• (g) Any dispute between you and another User;
• (h) Your negligent or willful misconduct. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the Company in asserting any available defenses. This indemnification obligation survives termination of these Terms and your use of the Platform.

20. Suspension and Termination

20.1 Termination by the Company The Company may, in its sole discretion, suspend or terminate your Account and access to the Platform, in whole or in part, at any time and for any reason, including but not limited to:

• Violation of these Terms or any applicable law;

• Suspected fraudulent, abusive, or illegal activity;

• Extended periods of Account inactivity;

• Requests by law enforcement or governmental agencies;

• Discontinuance or material modification of the Platform;

• Unexpected technical or security issues;

• Repeated complaints from other Users. 20.2 Termination by You You may terminate your Account at any time by contacting us at [email protected] or using the Account deletion feature on the Platform. Termination of your Account does not relieve you of any obligations incurred prior to termination, including pending Transactions, outstanding payments, or unresolved disputes. 20.3 Effects of Termination Upon termination:

• Your right to access and use the Platform immediately ceases;

• Any pending Listings will be removed;

• Outstanding payments owed to you may be withheld pending resolution of any disputes or investigations;

• Provisions of these Terms that by their nature should survive termination shall continue in full force and effect, including but not limited to Sections 13, 17, 18, 19, 21, and 25.

21. Dispute Resolution

21.1 Governing Law These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico and applicable federal law of the United States, without regard to conflict of law principles that would require the application of the law of a different jurisdiction. 21.2 Venue and Jurisdiction Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in:

• (a) The courts of the Commonwealth of Puerto Rico, with venue in San Juan, Puerto Rico; or
• (b) The United States District Court for the District of Puerto Rico. You hereby consent to the personal jurisdiction of such courts and waive any objection based on forum non conveniens or any other basis. 21.3 Arbitration At the Company's election, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform may be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in San Juan, Puerto Rico, and shall be conducted in English (or Spanish, at the mutual agreement of the parties). CLASS ACTION WAIVER: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE

LAW, YOU AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR SEEK RELIEF ON A CLASS- WIDE BASIS. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. 21.4 Informal Resolution Before initiating any formal dispute resolution proceeding, you agree to first contact the Company at [email protected] and attempt in good faith to resolve the dispute informally within thirty (30) days. Most disputes can be resolved without resorting to litigation or arbitration.

22. DMCA / Copyright Takedown (17 U.S.C. § 512)

The Company respects the intellectual property rights of others and expects Users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (" DMCA"), the Company will respond to notices of alleged copyright infringement that comply with the DMCA and are properly submitted to our designated Copyright Agent. 22.1 Filing a DMCA Takedown Notice If you believe that your copyrighted work has been copied and made available on the Platform in a manner that constitutes copyright infringement, you may submit a written notification to our designated Copyright Agent containing:

• (a) A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the copyright owner;
• (b) Identification of the copyrighted work(s) claimed to have been infringed;
• (c) Identification of the material that is claimed to be infringing or the subject of infringing activity, and sufficient information to permit the Company to locate the material on the Platform;
• (d) Your contact information, including address, telephone number, and email address;
• (e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• (f) A statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner. 22.2 Designated Copyright Agent DMCA notices should be sent to:

Designated Agent: ISLAMODAPR LLC

Address: 103 C. Isabel Andreu de Aguilar, San Juan, PR 00918

Email: [email protected]

Telephone: (929) 640-0344

22.3 Counter-Notification If you believe that your Content was wrongly removed due to a mistake or misidentification, you may submit a counter-notification to the Designated Agent containing the information required under 17 U.S.C. § 512(g)(3). The Company will process counter-notifications in accordance with the DMCA. 22.4 Repeat Infringers The Company may, in appropriate circumstances and in its sole discretion, terminate the Accounts of Users who are deemed to be repeat infringers of third-party copyrights.

23. Modifications to Terms

The Company reserves the right to modify, amend, or update these Terms at any time in its sole discretion. When we make material changes, we will:

• Post the revised Terms on the Platform with an updated "Effective Date";
• Provide reasonable notice through the Platform (e.g., a banner notification, email to registered Users, or pop-up notification);
• Material changes will become effective ten (10) days after posting, unless a longer period is required by applicable law. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree with the modified Terms, you must discontinue use of the Platform and close your Account. We encourage Users to periodically review these Terms to stay informed of any changes. The most current version of the Terms will always be available at https://joinvena.com.

24. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the Company's reasonable control, including but not limited to:

• Acts of God, natural disasters, earthquakes, hurricanes, floods, or epidemics/pandemics;
• War, terrorism, civil unrest, riots, or government actions;
• Strikes, labor disputes, or work stoppages;
• Interruptions to power supply, telecommunications, or internet services;
• Cyberattacks, hacking, or distributed denial-of-service (DDoS) attacks;
• Actions or inactions of governmental authorities, including embargoes, sanctions, or regulatory changes;
• Any other events beyond the reasonable control of the Company. During any such event, the Company's obligations under these Terms shall be suspended for the duration of the force majeure event. The Company shall use commercially reasonable efforts to resume performance as soon as practicable.

25. General Provisions

25.1 Severability If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision of these Terms, all of which shall remain in full force and effect. 25.2 Entire Agreement These Terms, together with the Privacy Policy and any other legal notices or agreements published by the Company on the Platform, constitute the entire agreement between you and the Company regarding your use of the Platform and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral. 25.3 Assignment You may not assign, transfer, or delegate your rights or obligations under these Terms without the prior written consent of the Company. The Company may assign, transfer, or delegate its rights and obligations under these Terms without restriction and without notice to you, including in connection with a merger, acquisition, reorganization, or sale of substantially all of the Company's assets. 25.4 Waiver The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by an authorized representative of the Company. No waiver shall be deemed a continuing waiver or a waiver of any other provision. 25.5 Headings The headings in these Terms are for convenience only and shall not affect the interpretation or construction of these Terms. 25.6 Relationship of the Parties Nothing in these Terms shall be construed to create any agency, partnership, joint venture, or employment relationship between you and the Company. Neither party has authority to bind the other or to incur obligations on behalf of the other. 25.7 Language These Terms are drafted in English. In the event of any conflict between an English version and any translation, the English version shall prevail. Notwithstanding the foregoing, Users may submit complaints and communications in Spanish, and the Company shall make reasonable efforts to respond in the language of the User's communication.

26. Electronic Communications Consent (E-SIGN)

By using the Platform and creating an Account, you consent to receive electronic communications from the Company in accordance with the Electronic Signatures in Global and National Commerce Act ("E-SIGN Act"), 15 U.S.C. §§ 7001-7006, and applicable Puerto Rico law. You agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing. Electronic communications include:

• These Terms and any updates thereto;

• Privacy Policy and other legal notices;

• Transaction confirmations, receipts, and invoices;

• Account notifications and security alerts;

• Marketing communications (subject to your opt-out rights);

• Dispute and complaint correspondence;

• Tax-related documents (e.g., Form 1099-K). Hardware and Software Requirements: To receive electronic communications, you will need:

  • (a) a device with internet access; (b) a current web browser that supports TLS 1.2 or higher; and (c) a valid email address associated with your Account. Withdrawal of Consent: You may withdraw your consent to receive electronic communications

by contacting us at [email protected]. However, withdrawal of consent may limit your ability to use certain features of the Platform and may result in Account termination.

27. Contact Information

If you have questions, concerns, or complaints regarding these Terms or the Platform, you may contact us at:

VÉNA Attention: Marinell Rivera

Address: 103 C. Isabel Andreu de Aguilar, San Juan, PR 00918

Email: [email protected]

Telephone: (929) 640-0344

Last Updated: July 6, 2026