This Terms of Service (“Agreement”) is a legally binding contract between you and Vantory LLC (“Vantory.ai,” “us,” “we,” or “our”) regarding your use of the Service (as defined in Section 1). References to “Customer”, “you”, and “your” refer to the individual, company, or other entity that accepts the Agreement, by executing an ordering document provided to you by us, placing an Order using online functionality Vantory.ai makes available like clicking a box, creating an Account (as defined in Section 3.2), or otherwise affirmatively accepting the Agreement through another means Vantory.ai offers you.
If the Service is being used on behalf of a company or other entity by an individual authorized to accept this Agreement on its behalf, then all references to “Customer,” “you,” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement. If you are accepting this Agreement on behalf of a company or other entity and an authorized representative of the entity has already accepted this Agreement on behalf of the entity or entered into a separate agreement regarding the use of the Service (“Separate Agreement”) prior to the date upon which you accept this Agreement (“Effective Date”), this Agreement will not apply to you and your and the entity’s rights and obligations with respect to the Service will at all times be governed by, and subject to, the Separate Agreement.
If you are not eligible, or do not agree to the terms and conditions of the Agreement, then you do not have our permission to use the Service. Your use of and our provision of the Service to you, constitutes an Agreement by Vantory.ai and by you to be bound by this Agreement.
Certain capitalized terms used in this Agreement are defined in Section 14 (Definitions) and others are defined contextually in this Agreement.
The Service provides features and functionality that offers short-term rental owners and operators virtual C-Suite support, with features including an AI-Powered Chief Financial Officer, Chief Operations Officer, Chief Marketing Officer, Revenue Manager, and exit strategist via its online platform, vantory.ai (“Service”).
3.1 Permitted Use. Subject to the terms and conditions of this Agreement and each Order, Vantory.ai will make the Service available to Customer and, if Customer is a company or entity, to Customer’s Users during the Subscription Term. Customer may only use the Service internally.
3.2 Access. To access the Service, Customer and its Users must register for an account (“Account”) and, in doing so, may be required to provide Vantory.ai with information (such name, email address, or other contact information). Customer agrees that the information it provides to Vantory.ai is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times. Only Users, using the mechanisms designated by Vantory.ai (“Log-in Credentials”), may access and use the Service. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Vantory.ai’s breach of this Agreement). Customer will promptly notify Vantory.ai if it becomes aware of any compromise of any Log-in Credentials. Vantory.ai may Process Log-in Credentials in connection with Vantory.ai’s provision of the Service or for Vantory.ai’s internal business purposes. Customer represents and warrants to Vantory.ai that: (a) it has not previously been suspended or removed from the Service; and (b) its registration and use of the Service is in compliance with all Laws.
3.3 Restrictions. Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Service to a third party (other than Users); (b) use the Service on behalf of, or to provide any product or service to, third parties; (c) use the Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to Vantory.ai); (e) modify or create derivative works of the Service or copy any element of the Service; (f) remove or obscure any proprietary notices in the Service; (g) publish benchmarks or performance information about the Service; (h) interfere with the operation of the Service, circumvent any access restrictions, or conduct any security or vulnerability test of the Service; (i) transmit any viruses or other harmful materials to the Service; (j) take any action that risks harm to others or to the security, availability, or integrity of the Service; (k) access or use the Service in a manner that violates any Law; or (l) use the Service with Prohibited Data or for High Risk Activities. Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Vantory.ai is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Vantory.ai has no liability for Prohibited Data or use of the Service for High Risk Activities.
3.4 Support. Vantory.ai will use commercially reasonable efforts to provide Customer with support for the Service described in the Support Policy at vantory.ai/support (“Support”).
3.5 Use of Customer Data. Customer grants Vantory.ai the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (a) provide the Service; (b) derive or generate Usage Data; (c) create and compile Aggregated Data; and (d) as otherwise required by Laws or as agreed to in writing between the parties.
3.7 Usage Data; Aggregated Data. Vantory.ai may Process Usage Data and Aggregated Data for internal business purposes to: (a) track use of Service for billing purposes; (b) provide support for Service; (c) monitor the performance and stability of the Service; (d) prevent or address technical issues with the Service; (e) to improve Service, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data.
3.8 Customer Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with Laws and the Acceptable Use Policy when using the Service. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Vantory.ai to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process the Customer Data set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.
3.9 Suspension. Vantory.ai may immediately suspend Customer’s and its Users’ access to the Service if: (a) Customer breaches Section 3.3 (Restrictions) or Section 3.8 (Customer Obligations); (b) Customer’s Account is 30 days or more overdue; (c) changes to Laws or new Laws require that Vantory.ai suspend the Service or otherwise may impose additional liability on us; or (d) Customer or its Users actions risk harm to any of Vantory.ai’s other customers or the security, availability, or integrity of the Service. Where practicable, Vantory.ai will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Vantory.ai will use reasonable efforts to restore your access to the Service.
3.10 Modifications to the Service. Vantory.ai may modify or discontinue all or any part of the Service at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying Customer (except that Vantory.ai will use commercially reasonable efforts to provide Customer with 30 days’ prior notice in the event of any deprecation of any material feature or functionality of the Service). Vantory.ai will have no liability for any change or modification to the Service or any suspension or termination of access to or use of the Service as a result thereof. Notwithstanding the foregoing, any such change or modification will only apply on a going-forward basis with respect to any Order entered into or renewed after Vantory.ai’s implementation thereof.
3.11 Customer Systems. Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer requires to access and use the Service as defined in current version of Vantory.ai’s usage guidelines and standard technical documentation for the Service that Vantory.ai makes generally available to Vantory.ai’s customers at vantory.ai/support (the “Documentation”).
3.12 Third-Party Services. You acknowledge that the Services may operate on, with, or using services controlled and operated by third parties (“Third-Party Services”) such as third-party LLM providers, including through integrations or connectors to such Third-Party Services that are provided by Vantory.ai. Use of Third-Party Services may be subject to your agreement with the relevant provider and not this Agreement. By using a feature of the Service that integrates with a Third-Party Service, you authorize Vantory.ai to (a) access and exchange your Inputs with Third-Party Services on your behalf, and (b) collect data from the applicable Third-Party Service through your account with such Third-Party Service (“Third-Party Data”). You represent and warrant that you have all necessary rights and permissions to allow Vantory.ai to collect any Third-Party Data on your behalf. Vantory.ai does not control and has no liability for Third-Party Services, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Services or their providers use your Customer Data. Vantory.ai is not responsible for the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. Vantory.ai does not make any representations or warranties with respect to Third-Party Services or any third-party providers.
4.1 Subscription Service; Autorenewal. The Service may include certain usage-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your Account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you remove all properties from your Account or we terminate your subscription. By activating a Subscription Service, Customer expressly consents to automatically recurring charges and authorizes Vantory.ai or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the Fees, please see our Pricing Page at vantory.ai/pricing. Your Account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable Fees and Taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your Account. Vantory.ai or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your Account or that you otherwise provide to us. You may cancel the Subscription Service by clicking the “Cancel Subscription” button located in your Account settings, by removing properties from your property management portal, or by contacting us at support@vantory.ai. YOU MUST DISABLE PROPERTIES IN YOUR PROPERTY MANAGEMENT PORTAL OR CANCEL VIA YOUR ACCOUNT SETTINGS PRIOR TO THE RENEWAL DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD. Vantory.ai will send you an annual reminder of your Subscription Service, including the applicable Fees, frequency of charges, and instructions on how to cancel, to the email address associated with your Account. For any Subscription Period of one year or longer, Vantory.ai will provide you with notice of the upcoming renewal at least 15 days and no more than 45 days before the renewal date, which notice will include the renewal term, applicable Fees, frequency of charges, and cancellation instructions.
4.2 Fees. Fees for the Service are described in the Order. All fees for the Service (“Fees”) will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced or charged as described in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Your Account will be charged a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less and Customer will also be responsible for Fees or charges that are incidental to any chargeback or collection of any of the unpaid amount including any collection Fees. All Fees and other expenses are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Vantory.ai’s income tax (“Taxes”). Fees are exclusive of all Taxes.
4.3 Authorization. You authorize Vantory.ai to charge all sums for the Orders that you make and any level of Service you select as described in these Terms or published by Vantory.ai, including all applicable Taxes, to the payment method specified in your Account. If you pay any Fees with a credit card, then Vantory.ai may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. If your payment method is no longer valid at the time a renewal Fee is due, then Vantory.ai reserves the right to delete your Account and any information or Customer Data associated with your Account without any liability to you.
4.4 Pricing. Vantory.ai reserves the right to determine pricing for the Service. We will use reasonable efforts to keep pricing information with respect to the Service that is published on Vantory.ai’s pricing page available at vantory.ai/pricing up to date, and Vantory.ai encourages Customers to check it regularly for current pricing information. Unless Vantory.ai and Customer otherwise agree in an Order executed by the parties, Vantory.ai may change the Fees for the Service (including any feature or functionality of the Service) and Vantory.ai will notify Customer of any such changes before they apply. Vantory.ai may make promotional offers with different features and different pricing to any of Vantory.ai’s other customers. These promotional offers, unless made to Customer, will not apply to your Order or this Agreement.
4.5 Renewal Fees. Fees for renewal Subscription Terms are at Vantory.ai’s then-current Fees at the time of such renewal regardless of any discounted pricing in a prior Order or promotional offers previously extended to Customer.
5.1 Limited Warranty. Vantory.ai warrants to Customer that the Service will perform materially as described in the Documentation during the Subscription Term (“Limited Warranty”).
5.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 5.1, THE SERVICE IS PROVIDED “AS IS”. VANTORY.AI, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT VANTORY.AI WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. VANTORY.AI IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE VANTORY.AI’S CONTROL. WITHOUT LIMITING THE FOREGOING, VANTORY.AI DOES NOT REPRESENT OR WARRANT THAT THE SERVICE (INCLUDING ANY OUTPUTS) IS ACCURATE OR RELIABLE FOR ANY PURPOSE. VANTORY.AI MAKES NO WARRANTY REGARDING ANY INPUTS OR OUTPUTS, INCLUDING THE ACCURACY, COMPLETENESS, OR RELIABILITY THEREOF, AND DISCLAIMS ALL LIABILITY ARISING FROM CUSTOMER’S OR ANY USER’S RELIANCE ON ANY OUTPUT. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.
5.3 Artificial Intelligence Disclaimer. Some features of the Service receive Users’ inputs, messages, or prompts (“Input(s)”) and provides certain outputs (“Output(s)”) in response. Vantory.ai uses artificial intelligence to provide such features, including the Outputs. Output is generated and provided by the third-party providers of the applicable AI model, and not Vantory.ai, and Vantory.ai shall have no responsibility for any Inputs or Outputs, whether or not submitted, generated, provided, offered, or otherwise made available via the Service. The Service may provide Outputs that contain errors, omissions, or which do not accurately reflect real events, places, people, or facts. You rely upon the Output at your sole risk. Vantory.ai is not liable for any content generated by or submitted to the Service, including any mistakes, inaccuracies, omissions, or offensive content.
5.4 No Professional Advice. The Service, including any Outputs made available via the Service, should not be used for, and is not intended to constitute or substitute for, advice from a qualified professional, including legal, accounting, tax, financial, medical, or mental health professionals. You acknowledge and agree that you are fully responsible for your choices and decisions regarding your business and any outcomes of such choices. You expressly assume all risks arising from your use of or reliance on the Service, including any Outputs, for any purpose, including professional, legal, financial, medical, or other consequential decisions. You expressly agree and accept that use of Outputs from the Service is at your sole risk, and you represent and warrant that you will not rely on Outputs as a source of truth or factual information, or as a substitute for professional advice in any context. You further acknowledge that machine learning is an evolving technology and that your Output may be similar or identical to Output generated for another user.
5.5 Warranty Remedy. If Vantory.ai breaches a Limited Warranty during the Subscription Term and Customer makes a reasonably detailed warranty claim in the manner required by Vantory.ai within 30 days of discovering a breach of the Limited Warranty for the Service, then Vantory.ai will use reasonable efforts to correct the non-conformity. If Vantory.ai cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the affected Order as it relates to the Service. Vantory.ai will then refund to Customer any pre-paid, unused Fees for the terminated portion of the applicable Subscription Term. This Section 5.5 sets forth Customer’s exclusive remedy and Vantory.ai’s entire liability for breach of the Limited Warranty. This warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Services or other third-party systems; (c) use of the applicable Service other than according to the Documentation; or (d) Trials and Betas or other free or evaluation use.
6.1 Term. This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.
6.2 Termination. Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer violates any provision of this Agreement, then your authorization to access the Service and this Agreement automatically terminate. In addition, Vantory.ai may, in its sole discretion, terminate this Agreement or Customer’s Account on the Service, or suspend or terminate Customer’s access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to Customer arising from such termination. Customer may terminate your Account and this Agreement at any time by following the procedures described on your Account management page.
6.3 Effect of Termination. Upon expiration or termination of an Order, Customer’s access to and Vantory.ai’s obligations to provide the Service will cease. During a Subscription Term and for the 30 day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export data or information that Customer (including its Users) submits to the Service, including from Third-Party Services from the applicable Service, using the export features described in the applicable Documentation. After that 30 day period, Vantory.ai will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion. Customer Data and other Confidential Information, as defined in Section 10, may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.
6.4 Survival. These Sections survive expiration or termination of this Agreement: 3.3 (Restrictions), 3.7 (Usage Data; Aggregated Data), 3.8 (Customer Obligations), 4.2 (Fees), 4.3 (Authorization), 5.2 (Disclaimer), 6.3 (Effect of Termination), 6.4 (Survival), 7 (Ownership), 8 (Limitations of Liability), 9 (Indemnification), 10 (Confidentiality), 13.1 (General Provisions), 13.2 (Governing Law), 13.3 (Additional Terms), and 14 (Definitions). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data, including all Input and Output. Except for Customer’s use rights in this Agreement, Vantory.ai and its licensors retain all intellectual property rights and other rights in the Service, Software, Documentation, Usage Data, and Vantory.ai’s technology, templates, formats, and dashboards, including any modifications or improvements to these items made by us. If Customer provides Vantory.ai with feedback or suggestions regarding the Service or its other offerings, Vantory.ai may use the feedback or suggestions without restriction or obligation.
Except for breaches of Sections 3.1 (Permitted Use), 3.3 (Restrictions), 5.3 (Artificial Intelligence Disclaimer), 5.4 (No Professional Advice), and 10 (Confidentiality), neither Vantory.ai’s, Customer’s or their respective suppliers or licensors will have liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance. Except for breaches of Sections 3.1 (Permitted Use), 3.3 (Restrictions), 5.3 (Artificial Intelligence Disclaimer), 5.4 (No Professional Advice), and 10 (Confidentiality) and liability arising out of Section 9 (Indemnification), neither Vantory.ai’s, Customer’s or their respective suppliers or licensors liability arising out of or related to this Agreement will exceed in aggregate the amounts paid or payable by Customer to Vantory.ai pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement. The waivers and limitations in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
Customer will defend Vantory.ai from and against any third-party claim to the extent resulting from Customer Data or Customer’s breach or alleged breach of Section 3.8 (Customer Obligations), and will indemnify and hold Vantory.ai harmless against any damages and costs awarded against Vantory.ai (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.
10.1 Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. Our Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service.
10.2 Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 3.5 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Vantory.ai is the Recipient, Vantory.ai may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.
10.3 Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.
10.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.
10.5 Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
If Customer or its Users receive access to or use of Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), such access to or use is permitted only for Customer’s internal evaluation and testing purposes during the period designated by Vantory.ai (not to exceed 30 days unless otherwise agreed upon by the parties in writing). These Trials and Betas will be considered part of the Service and, subject to the remainder of this Section 11, all provisions of this Agreement relating to the Service will apply to these Trials and Betas. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Vantory.ai may never release, and their features and performance information are deemed to be Vantory.ai’s Confidential Information. Vantory.ai may suspend Customer’s and its Users’ access to the Trials and Betas at any time. Customer’s and its Users’ use of Trials and Betas is at their own risk. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, VANTORY.AI PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND OUR LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US $50.00.
Vantory.ai may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Term or Order unless Vantory.ai indicates an earlier effective date. If Vantory.ai requires modifications with an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate this Agreement with notice to Vantory.ai, in which case Vantory.ai will provide Customer a refund of any pre-paid Fees for the terminated portion of the current Subscription Term. To exercise this termination right, Customer must notify Vantory.ai of its objections within 30 days after Vantory.ai’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Service constitutes its acceptance of the modifications. Vantory.ai may require Customer to click to accept the modified Agreement.
13.1 General Provisions. This Agreement, including the DPA and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Customer and Vantory.ai regarding your use of the Service. Customer may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without Vantory.ai’s prior written consent. Vantory.ai may assign this Agreement and all rights granted under this Agreement, including with respect to your Customer Data, at any time without notice or consent. The failure to require performance of any provision will not affect Vantory.ai’s right to require performance at any other time after that, nor will a waiver by Vantory.ai of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
13.2 Governing Law. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Santa Clara County, California, and both parties submit to the personal jurisdiction of those courts.
13.3 Additional Terms. Customer’s use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that Vantory.ai may post on or link to from the Service (“Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
13.4 Consent to Electronic Communications. By using the Service, Customer consents to receiving marketing and administrative electronic communications from Vantory.ai.
13.5 Contact Information. The Service is offered by Vantory LLC located at 6300 Sagewood Drive, Park City, UT 84098. Customer may contact Vantory.ai by sending correspondence to that address or by emailing Vantory.ai at support@vantory.ai.
13.6 Notice to California Residents. If Customer is a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.