Terms of Service

1. Agreement

These Terms of Service (“Terms”) are a binding agreement between you and Vantage PSA, LLC (“Vantage”) governing the Service (govantage.co and the Vantage platform).

Using the Service constitutes acceptance of these Terms.

If representing an organization, you warrant authority to bind it. “You” means both you and the organization.

2. Definitions

• “Account” — Your registered access credentials
• “Authorized Users” — Individuals you permit to access under your Account
• “Business Data” — All data you or Authorized Users input
• “Fees” — Subscription and usage charges
• “Service” — The Vantage platform and related services
• “Workspace” — Your dedicated Service environment

3. The Service

3.1 Description

Professional Services Automation: project management, time tracking, invoicing, CRM, ticketing, reporting, agreements.

3.2 Modifications

We may modify, suspend, or discontinue any Service aspect at any time without liability. 30 days notice for material functionality reductions when practicable.

3.3 Beta Features

Beta/preview features are provided “as is” without warranty. May be discontinued without notice. Use at your own risk.

3.4 No Uptime Guarantee

No SLA unless separately purchased. Service is “as available.” We are not liable for interruptions.

3.5 No Duty to Monitor

We have no obligation to monitor content or conduct, but may do so at our discretion.

4. Eligibility and Accounts

4.1 Eligibility

You must be 18+, legally capable, not prohibited by law, and not in an embargoed country.

4.2 Your Responsibilities

• Accurate information
• Credential security
• Immediate breach notification
• Liability for all Account activity

4.3 Authorized Users

You are fully responsible for Authorized Users' compliance. Their violations are your violations.

4.4 Account Security Acknowledgment

You acknowledge that no system is 100% secure. You accept residual security risks inherent in Internet-based services.

5. Payment

5.1 Fees

As stated on pricing page or Order Form. Billed in advance. USD unless specified. Non-refundable except as stated.

5.2 Taxes

Fees exclude taxes. You pay all applicable taxes.

5.3 Price Changes

30 days notice. Effective at next renewal. Cancel before renewal if you disagree.

5.4 Auto-Renewal

Subscriptions automatically renew. Cancel before renewal to stop charges.

5.5 Payment Failure

Failed payment → notification → 14 days to cure → suspension → 30 days → termination and data deletion.

5.6 Refunds

Monthly: None. Annual: Prorated within 30 days, at our discretion. No refunds for breach-related termination.

5.7 Chargebacks/Disputes

If you dispute a charge, we may suspend access pending resolution. Fraudulent disputes may result in termination and collection action.

6. Your Data

6.1 Ownership

You own your Business Data. We claim no ownership.

6.2 License to Vantage

You grant us a limited license to host, process, transmit, and backup Business Data solely to provide the Service. License terminates upon Account deletion.

6.3 AI and Machine Learning

Default: We do NOT use Business Data to train AI/ML models.

Opt-In: You may voluntarily participate in our AI Improvement Program (see Privacy Policy Section 3.1). If you opt in, only anonymized, aggregated non-identifiable patterns may be used. You may opt out anytime.

6.4 Data Accuracy

You are solely responsible for the accuracy, completeness, and legality of Business Data. We do not verify or validate your data.

6.5 Data Portability

Export anytime: Settings → Export Data. Standard formats (CSV, JSON, PDF).

6.6 Data Backup

You are solely responsible for maintaining your own backups. We maintain backups for disaster recovery but do not guarantee data recovery. We are not liable for data loss.

6.7 Data Security

We implement reasonable security measures. We do not guarantee absolute security. See Privacy Policy.

6.8 Data Processing Agreement

Available for GDPR compliance: legal@govantage.co.

7. Acceptable Use

7.1 Permitted

Internal business operations consistent with these Terms and applicable law.

7.2 Prohibited

Illegal Activity: Unlawful use, legal violations, fraud, money laundering, sanctions violations.

Security Violations: Unauthorized access, interference, malware, unauthorized testing, circumventing controls.

Abuse: Rate limit evasion, scraping, reselling, competitive development, multiple accounts to evade restrictions, automated access without authorization.

Content: Infringing, defamatory, illegal, privacy-violating, harmful content; spam.

7.3 Enforcement

Warning, suspension, termination, content removal, law enforcement referral, legal action, at our sole discretion, with or without notice.

7.4 Investigation

We may investigate suspected violations and cooperate with law enforcement without notifying you.

8. Intellectual Property

8.1 Our IP

We own the Service, code, design, features, trademarks, and documentation. No implied licenses.

8.2 Your License

Limited, non-exclusive, non-transferable, revocable license to use the Service per these Terms.

8.3 Restrictions

No copying, modification, distribution, sale, lease, reverse engineering, decompilation, or derivative works.

8.4 Feedback

Feedback you provide becomes our property. Perpetual, royalty-free, worldwide license to use without compensation.

8.5 Customer Reference

We may list you as a customer (name and logo). Opt out: privacy@govantage.co.

9. Third Parties

9.1 Integrations

Third-party services governed by their terms. We are not responsible for them.

9.2 Links

Third-party links for convenience. No endorsement.

9.3 No Third-Party Beneficiaries

No third-party beneficiary rights except our affiliates under indemnification and liability sections.

10. Disclaimers

10.1 “As Is”

The Service is provided “as is” and “as available” without warranties of any kind, express or implied, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Accuracy or completeness
• Availability or reliability
• Security
• That defects will be corrected
• That the Service will meet your requirements

10.2 No Professional Advice

The Service is software. It does not provide legal advice, tax advice, accounting advice, financial advice, or business consulting.

You are solely responsible for business decisions based on Service data, invoice accuracy and tax calculations, compliance with laws applicable to your business, and engaging qualified professionals for legal, tax, and accounting matters.

We are not liable for errors in invoices, tax calculations, financial reports, or any business decisions you make using the Service.

10.3 Data Disclaimer

We do not verify, validate, or audit your data. You bear all responsibility for data accuracy.

10.4 Integration Disclaimer

We disclaim all liability for third-party integrations, APIs, and services.

10.5 Jurisdictional Variations

Some jurisdictions limit disclaimers. Where prohibited, disclaimers apply to the maximum extent permitted.

11. Limitation of Liability

11.1 Excluded Damages

Vantage is not liable for indirect, incidental, special, consequential, or punitive damages, including:

• Lost profits, revenue, data, goodwill, or business opportunity
• Cost of substitute services
• Unauthorized access or data breaches
• Service interruptions or unavailability
• Errors in invoices, reports, or calculations
• Your reliance on the Service
• Third-party conduct or content
• Loss or corruption of data
• Business losses of any kind

Regardless of legal theory, foreseeability, or whether we were advised of such damages.

11.2 Liability Cap

Total liability for all claims shall not exceed the lesser of: fees paid in the 12 months preceding the claim, or one thousand U.S. dollars ($1,000).

11.3 Essential Basis

These limitations are material consideration for the Service. The Service would not be provided without them.

11.4 Jurisdictional Variations

Where limitations are prohibited, liability is limited to the maximum extent permitted by law.

11.5 Failure of Essential Purpose

These limitations apply even if limited remedies fail their essential purpose.

12. Indemnification

12.1 Your Indemnification

You will indemnify, defend, and hold harmless Vantage and its officers, directors, employees, agents, affiliates, successors, and assigns from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your Business Data
• Violation of these Terms
• Violation of law
• Violation of third-party rights
• Your Authorized Users' actions
• Disputes with your clients or third parties
• Your negligence or willful misconduct
• Inaccurate data you provide
• Your failure to maintain adequate backups

12.2 Procedure

• Prompt notification (delay does not relieve obligations unless materially prejudicial)
• We may assume defense at your expense
• No settlement without our consent
• Reasonable cooperation required

12.3 Survival

Indemnification obligations survive termination.

13. Term and Termination

13.1 Term

Effective Date until terminated.

13.2 Your Termination

Settings → Delete Account, or email legal@govantage.co.

13.3 Our Termination

Immediate without notice: Material breach, illegal activity, security threats, non-payment (after cure period), court order.

With 30 days notice: Convenience, Service discontinuation.

13.4 Suspension

We may suspend (not terminate) for: Terms violations, payment failure, suspicious activity, security concerns, legal requirements. Suspension does not relieve payment obligations.

13.5 Effect of Termination

• License ends immediately
• Cease all Service use
• Data retained 30 days, then deleted
• You remain liable for pre-termination Fees
• No refunds for termination due to breach
• Surviving provisions continue

13.6 Post-Termination Data

• 0–30 days: Request export
• After 30 days: Permanent deletion
• Immediate deletion available on request

14. Dispute Resolution

14.1 Informal Resolution

Contact legal@govantage.co before formal proceedings. 60-day resolution attempt.

14.2 Binding Arbitration

All disputes shall be resolved by binding arbitration, except:

• Small claims court (if eligible)
• Injunctive relief for IP or confidentiality breaches

Rules: JAMS Streamlined Rules. Location: Springfield, Massachusetts or remote. English language. Decision final and binding. Judgment enforceable in any court.

14.3 Class Action Waiver

All disputes are individual only. No class, collective, consolidated, or representative actions. If unenforceable, arbitration agreement is void.

14.4 Opt-Out

Written notice to legal@govantage.co within 30 days of first use.

14.5 Statute of Limitations

All claims must be filed within one (1) year of accrual or are forever barred. This applies regardless of longer statutory periods.

14.6 Attorneys' Fees

Prevailing party in any dispute may recover reasonable attorneys' fees.

15. DMCA

15.1 Takedown Notices

Send to legal@govantage.co with: identification of work, infringing material location, contact info, good faith statement, accuracy statement under perjury, signature.

15.2 Counter-Notices

Identification of removed material, mistake statement under perjury, contact info, jurisdiction consent, signature.

15.3 Repeat Infringers

Accounts terminated.

16. Government Users

Service is “Commercial Computer Software” per FAR 12.212. Government rights limited to these Terms.

17. Export Compliance

You warrant:

• Not in embargoed countries (Cuba, Iran, North Korea, Syria, Crimea)
• Not on restricted party lists
• No prohibited end uses
• Compliance with all export laws

18. General

18.1 Governing Law

Commonwealth of Massachusetts, without conflict of law principles.

18.2 Venue

Hampden County, Massachusetts for non-arbitrable disputes.

18.3 Entire Agreement

These Terms + Privacy Policy + Order Forms = entire agreement. Supersedes all prior agreements.

18.4 Severability

Unenforceable provisions modified to minimum extent; remainder enforceable.

18.5 Waiver

No waiver unless written. Failure to enforce is not waiver.

18.6 Assignment

You may not assign without consent. We may assign freely. Binding on successors.

18.7 No Partnership

No partnership, joint venture, agency, or employment created.

18.8 Force Majeure

Neither party liable for delays beyond reasonable control. Payment obligations not excused.

18.9 Notices

To you: Account email or in-Service. To us: legal@govantage.co.

18.10 Survival

Sections 6, 8, 10, 11, 12, 14, 17, 18 survive termination.

18.11–18.19

Headings for convenience only. Electronic acceptance constitutes binding signature. Remedies are cumulative. We may seek injunctive relief without bond for IP, confidentiality, or security breaches. No implied licenses. Parties are independent contractors. Ambiguities not construed against drafter. English controls. Material changes: 30 days notice; continued use = acceptance.

Key Terms Summary

19. Contact