Please read these Terms of Service ("Terms") carefully before using the services provided by Vantage Technology Inc. ("Vantage Technology", "we", "us", or "our"). By accessing or using our custom software development services, platforms, or website (collectively, the "Services"), you agree to be bound by these Terms.
1. Service Scope and Engagement
Vantage Technology provides custom software development, engineering consulting, and platform architecture services primarily to creative agencies, marketing firms, and professional service organizations. The specific scope of work, deliverables, timelines, and fees will be detailed in a separate Statement of Work (SOW) or Master Services Agreement (MSA) executed between Vantage Technology and the Client.
In the event of a conflict between these Terms and an executed SOW or MSA, the provisions of the SOW or MSA shall prevail.
2. Intellectual Property Rights
2.1 Client Deliverables
Upon full payment of all undisputed fees associated with a specific project or deliverable, Vantage Technology assigns to the Client all right, title, and interest in and to the custom software codebase and specific deliverables created exclusively for the Client ("Work Product"), excluding Pre-Existing Materials.
2.2 Pre-Existing Materials and Open Source
Vantage Technology retains all rights to its pre-existing tools, libraries, frameworks, methodologies, and concepts ("Pre-Existing Materials") used in creating the Work Product. We grant the Client a perpetual, non-exclusive, worldwide, royalty-free license to use these Pre-Existing Materials solely as incorporated into the Work Product. Our deliverables may also incorporate third-party open-source software, which is governed by its respective licenses.
3. Client Responsibilities
To ensure successful project delivery, the Client agrees to:
- Provide timely access to necessary personnel, systems, credentials, and documentation.
- Ensure all materials provided to Vantage Technology do not infringe on any third-party intellectual property rights.
- Designate a primary point of contact with the authority to make project decisions and approvals.
- Participate in scheduled review sessions and User Acceptance Testing (UAT).
4. Payment Terms
Fees and payment schedules are governed by the applicable SOW. Generally, invoices are due within thirty (30) days of receipt unless otherwise specified. Vantage Technology reserves the right to suspend Services if undisputed invoices remain unpaid after the due date. Late payments may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law.
5. Warranties and Disclaimers
Vantage Technology warrants that the Services will be performed in a professional and workmanlike manner, consistent with industry standards. We warrant that the Work Product will substantially conform to the specifications outlined in the SOW for a period of ninety (90) days following delivery.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." Vantage Technology DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Vantage Technology BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION. Vantage Technology'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO Vantage Technology IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7. Confidentiality
Both parties agree to maintain the confidentiality of all proprietary or sensitive information disclosed during the engagement. Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law or to subcontractors who are bound by similar confidentiality obligations.
8. Termination
Either party may terminate a SOW for material breach if the breaching party fails to cure the breach within thirty (30) days of receiving written notice. Vantage Technology may terminate Services immediately if the Client engages in illegal activities or poses a security threat to our infrastructure. Upon termination, the Client shall pay for all Services performed and expenses incurred up to the date of termination.
9. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Hillsborough County, Florida.
10. Contact Information
For questions or notices regarding these Terms, please contact us at:
Vantage Technology Inc.
13194 US HWY 301 S, STE 344
Riverview, FL 33578
Email: legal@vantagetechpro.com