Vantaca Terms of Service

Last updated December 2025  

Vantaca Terms of Service

These Terms of Service (these “Terms”) are hereby expressly incorporated by reference into, and made a material part of, each and every order for services submitted by the customer (the “Customer”) to Vantaca, LLC (“Vantaca”), whether such order is memorialized in a written purchase order countersigned by Vantaca or processed through Vantaca’s online ordering system (each, an “Order”). By executing or submitting an Order, Customer acknowledges and agrees that these Terms govern and control the provision and use of all Services described therein, and that no terms or conditions proposed by Customer shall modify or supersede these Terms unless expressly agreed to in a written instrument signed by an authorized representative of Vantaca.

1.  Definitions.  The following capitalized terms are used as defined:
   • 1.1 “Activation Date” means, with respect to the Services, the earliest to occur of: (a) the activation date expressly stated in the applicable Order; or (b) the date on which Vantaca first makes the Services available for Customer’s use.
   • 1.2 “Agreement” means, collectively and without limitation: (a) these Terms; (b) each applicable Order executed or submitted by Customer and accepted by Vantaca; (c) the Vantaca Pay Terms; (d) the Vendor Pay Terms; (e) the Service Description; (f) the Data Processing Addendum; and (g) any schedules, exhibits, addenda, or other documents expressly incorporated by reference into such Order or these Terms.
   • 1.3 “Confidential Information” means all non-public information, data, or materials of the party disclosing such information (the “Discloser”), including any information that constitutes a trade secret under applicable law, that is disclosed to or otherwise obtained by the receiving party (the “Recipient”) in connection with the Agreement, whether disclosed orally, visually, electronically, or in writing, and regardless of whether marked or designated as confidential. Confidential Information includes, without limitation: (a) any information labeled or designated in writing as “confidential” or “proprietary”; (b) any information the Recipient is advised is confidential or proprietary; and (c) any information that, by its nature or the circumstances of disclosure, the Recipient knows or reasonably should know is confidential or proprietary. Without limiting the foregoing, Confidential Information expressly includes, the terms and conditions of this Agreement, and all non-public information relating to the Discloser’s business plans, marketing strategies, customers, technology, employee and organizational information, product designs, product roadmaps, and financial data. Confidential Information shall remain protected regardless of the medium or format in which it is stored or transmitted.
   • 1.4 “Contracted Business Purposes” means the provision of the Services and any other specific, documented purpose for which Vantaca receives, accesses, or otherwise processes Personal Data in accordance with Customer’s written instructions under the Agreement.
   • 1.5 “IntellectualProperty Rights” means all rights, title, and interests recognized under applicable law in any jurisdiction, including without limitation: copyrights (including rights in software and documentation), trademarks, service marks, trade names, trade dress, logos, trade secrets, patents, patent applications, moral rights, database rights, contract rights, and any other proprietary or industrial rights, whether registered or unregistered, and all applications, renewals, extensions, and rights to enforce and protect the foregoing.
   • 1.6 “Personal Data” has the meaning set forth in the Data Processing Addendum.
   • 1.7 “Services” means the services Vantaca is contractually obligated to provide to Customer as expressly set forth in an applicable Order and governed by this Agreement.
   • 1.8 “Software” means any and all software owned, licensed, or otherwise designated by Vantaca as proprietary, including any code, programs, applications, modules, or components utilized by Vantaca in connection with its Software-as-a-Service platform for community association management, including homeowner associations, condominium associations and similar property management entities. Software expressly includes all updates, upgrades, patches, customizations, modifications, additions, extensions, enhancements, derivative works, and related documentation provided under this Agreement, together with all underlying ideas, concepts, methods, processes, algorithms, and techniques embodied therein.
   • 1.9 “State Privacy Law” means, as applicable: (a) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”); (b) all amendments, implementing regulations, and official guidance issued by the California Attorney General or the California Privacy Protection Agency; and (c) any substantially similar comprehensive state privacy law, together with all related regulations, rules, and guidance, enacted and effective in any U.S. state other than California, including without limitation Virginia, Utah, Connecticut, and Colorado.
   • 1.10 “System” is used as defined in the Service Description.  
2.  Intellectual Property Rights.
   • 2.1 System, Software and Services. Vantaca retains and shall continue to own all right, title, and interest in and to the Services, the System, and the Software, including all associated Intellectual Property Rights. Except for the limited, non-exclusive, non-transferable license expressly granted to Customer under this Agreement to access and use the System solely in connection with the Services during the Term, no other rights or licenses, whether express or implied, are granted to Customer. Customer acknowledges and agrees that: (a) Vantaca’s Intellectual Property Rights in the Software and System include, without limitation, copyright, trade secret, and other proprietary rights in all features, functions, operations, methodologies, capacities, processes, and techniques embodied therein; and (b) such proprietary elements are maintained in strict secrecy and constitute valuable confidential and trade secret information of Vantaca. Customer shall not, directly or indirectly, challenge, contest, or otherwise impair Vantaca’s ownership or rights in the Services, System, or Software. Customer hereby irrevocably assigns, transfers, and conveys to Vantaca all right, title, and interest in and to any and all: (a) derivative works, improvements, modifications, enhancements, or customizations to the Software or System created by or on behalf of Customer; (b) feedback, suggestions, ideas, or recommendations provided to Vantaca regarding the Services; (c) data models, algorithms, or methodologies developed using the Software or Customer Data; (d) any intellectual property rights arising from Customer’s use of the Services. Customer agrees to execute any documents necessary to perfect such assignment.
   • 2.2 Network Security. Vantaca shall implement and maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect against unauthorized access to, or use of, the computer hardware, software, and systems owned or controlled by Vantaca or its authorized third-party service providers, appropriate to the risk, which include the technical and organizational measures required by applicable law in connection with the delivery of the Services. Customer acknowledges that the System may include functionality permitting Authorized Users to disable certain security features. Vantaca expressly disclaims any liability arising from Customer’s or its Authorized Users’ decision to disable or circumvent such measures. Vantaca strongly recommends that Customer ensure all security features remain fully enabled at all times. Customer is solely responsible for: (a) the security and integrity of its own computing and networking environment used to access the Services; (b) implementing appropriate access controls for its Authorized Users; and (c) all acts and omissions of its Authorized Users. Customer shall use commercially reasonable efforts to prevent unauthorized access to the System and shall promptly notify Vantaca in writing of any actual or suspected breach of security affecting the System or Customer Data.
   • 2.3 Restricted Actions. Customer shall not, and shall not permit any third party to: (a) disassemble, decompile, reverse engineer, reconstruct, or otherwise attempt to derive or discover any source code, underlying ideas, algorithms, or user interface techniques of the Software by any means, nor disclose any of the foregoing; (b) use the Software or any Vantaca Confidential Information to develop, create, or assist in creating any software, product, or service that performs functions identical or substantially similar to those of the Software; (c) provide, rent, lease, lend, sublicense, or otherwise make the Software available to any third party, including for timesharing, subscription, hosting, outsourcing, or service bureau purposes; (d) assign, transfer, or convey any rights or licenses granted under this Agreement without Vantaca’s prior written consent; (e) use the Software to store, transmit, or process any data or content that violates any applicable federal, state, or local law; (f) transmit or use any Customer content in connection with the Software in a manner that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or proprietary rights of Vantaca or any third party; (g) use any Confidential Information, Customer Data insights, or knowledge gained from the Services to develop competing products; (h) assist any third party in developing competing products or services; (i) reverse engineer, analyze, or study the Services for the purpose of developing competing functionality; (j) use the Services or any data derived therefrom to train artificial intelligence models or machine learning algorithms intended for competitive purposes; (k) deploy artificial intelligence agents, chatbots, machine learning algorithms, neural networks, AI systems or other automated systems to systematically extract, analyze, or process data from the Services or otherwise interact with the Services at volumes exceeding normal human usage patterns; (l) create automated workflows that circumvent normal user interface limitations or access controls; (m) engage in high-frequency automated API calls designed to extract maximum data in minimum time; or (n) deploy competitive intelligence gathering tools or systematic market research automation. Violation of this Section shall constitute a material breach subject to immediate termination and injunctive relief. Customer acknowledges that any unauthorized use or disclosure of the Software or related Intellectual Property Rights will constitute a material breach of this Agreement and may result in immediate termination and injunctive relief without limitation of Vantaca’s other legal remedies.
   • 2.4 API and Automated Access Restrictions. Customer’s access to any APIs or automated interfaces is subject to the following restrictions: (a) Customer shall not, directly or indirectly, use bots, scrapers, crawlers, or other automated tools to access the Services except as expressly permitted; (b) Customer shall not, directly or indirectly, deploy artificial intelligence agents, machine learning systems, or automated decision-making tools to systematically access, extract, or analyze data from the Services; (c) Customer shall not, directly or indirectly, engage in systematic downloading, copying, or extraction of data beyond normal business use; and (d) Vantaca reserves the right to monitor API usage and immediately suspend access for violations.
3. Duration and Termination
   • 3.1 Duration. This Agreement shall commence on the Effective Date, as defined in the first applicable Order, and shall remain in full force and effect until the later of: (a) the termination date specified in such Order; (b) the first anniversary of the Activation Date if no termination date is specified; or (c) termination in accordance with this Agreement. Thereafter, this Agreement shall automatically renew for successive twelve (12) month renewal periods (each, a “Renewal Term”) unless either party delivers written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term. Vantaca reserves the right to condition renewal on Customer’s compliance with all obligations under this Agreement.
   • 3.2 Termination. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within ninety (90) days after receiving written notice from the non-breaching party specifying the breach in reasonable detail; provided that, Vantaca may terminate this agreement with ten (10) business days prior written notice for: (i) Customer’s breach of Sections 2.1, 2.3 or 2.4, (ii) non-payment after thirty (30) days, (iii) violation of usage restrictions, or (iv) conduct that threatens system security (“Material Violation”). Customer acknowledges that it has no right to terminate for convenience and that termination under this Section does not relieve Customer of any obligations that expressly survive termination, including confidentiality, intellectual property, and indemnification obligations. Either party may terminate this Agreement immediately upon written notice if the other party experiences any of the following events (each, an “Insolvency Event”): (a) admits in writing its inability to pay its debts as they become due; (b) makes a general assignment for the benefit of creditors; (c) files or consents to the filing of any petition or proceeding seeking relief under any bankruptcy, insolvency, or similar law; (d) is adjudicated bankrupt or insolvent by a court of competent jurisdiction; (e) seeks or consents to reorganization, arrangement, or composition under any bankruptcy or insolvency statute; or (f) has a receiver, trustee, liquidator, or similar official appointed by a court of competent jurisdiction for all or substantially all of its assets or business affairs.
   • 3.3 Effects of Termination. Upon any termination or expiration of this Agreement for any reason: (a) Customer shall immediately pay Vantaca all amounts accrued and outstanding as of the effective termination date, including any fees scheduled or invoiced during any applicable notice period; (b) Customer shall immediately cease all access to and use of the Services, System, and Software, and shall return or permanently destroy all Vantaca Confidential Information and certify such destruction in writing; (c) all provisions of this Agreement that by their nature are intended to survive termination shall remain in full force and effect, including without limitation: payment obligations, confidentiality, intellectual property ownership, restrictions on use, indemnification, limitations of liability, and governing law; (d) Vantaca shall have no obligation to retain Customer Data beyond thirty (30) days following termination unless otherwise required by law or expressly agreed in writing; provided that, Vantaca may permanently delete or anonymize Customer Data thereafter without liability; and (e) except as expressly stated in this Agreement, Customer shall not be entitled to any refund or credit upon termination. Notwithstanding the foregoing, upon termination by Vantaca for Customer’s Material Violation or Insolvency Event pursuant to Section 3.2, Customer shall immediately pay Vantaca all fees that would have become due under this Agreement through the end of the then-current Term, in addition to all amounts accrued and outstanding as of the effective termination date.
4. Fees and Payment
   • 4.1 Fees. Customer shall pay Vantaca all fees specified in each applicable Order in accordance with this Agreement. Vantaca may adjust its fees no more than once per calendar year following the first anniversary of the Activation Date. Unless otherwise agreed in writing, Customer shall provide valid ACH account details and maintain authorization for Vantaca to initiate electronic funds transfers for all invoiced amounts, which shall be invoiced and payable in advance at the beginning of each month. All fees are exclusive of any applicable sales, use, excise, value-added, or other taxes, duties, or governmental charges (collectively, “Taxes”), except for taxes on Vantaca’s net income. Customer shall be solely responsible for payment of all Taxes, which shall be separately itemized on Vantaca’s invoices. Amounts not paid when due shall accrue interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, calculated from the due date until paid in full. In the event of any failed or returned ACH transaction or check, Customer shall pay a fee of $35.00 per occurrence or the maximum amount permitted by law. Customer shall reimburse Vantaca for all costs of collection, including reasonable attorneys’ fees and expenses, incurred in enforcing payment obligations under this Agreement. Vantaca reserves the right to suspend Services immediately upon any failure by Customer to pay undisputed amounts when due, without liability to Customer, until all past-due amounts and applicable interest are paid in full.
   • 4.2 Travel Expenses. Customer shall reimburse Vantaca for all reasonable and actual business-related travel expenses incurred by Vantaca in connection with the performance of Services requiring travel, including without limitation transportation, lodging, meals, and incidental expenses; provided that, Vantaca obtains Customer’s prior written approval to incur such expenses. Customer’s reimbursement obligation shall include any applicable taxes, fees, or surcharges imposed by carriers, hotels, or other service providers. All reimbursable expenses shall be payable in accordance with the payment terms set forth in this Agreement.
5. Liability and Risk Management
   • 5.1 Insurance. Each party shall maintain, at its own expense, commercially reasonable property and liability insurance covering its operations and obligations under this Agreement. Such insurance shall be maintained throughout the Term and issued by reputable insurers. Upon reasonable request, a party shall provide the other with evidence of such coverage.    
   • 5.2 Limited Warranty. Vantaca warrants solely that it will perform the Services in a professional manner consistent with generally accepted industry standards and in accordance with this Agreement. THIS LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES, SYSTEM, AND SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VANTACA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT: (A) THE SYSTEM AND SERVICES MAY CONTAIN ERRORS OR INTERRUPTIONS; (B) VANTACA DOES NOT WARRANT UNINTERRUPTED OPERATION OR THAT THE SERVICES WILL BE FREE FROM UNAUTHORIZED ACCESS, DISRUPTIONS OR LOSS OF DATA; AND (C) CUSTOMER ASSUMES ALL RESPONSIBILITY FOR ITS USE OF THE SERVICES AND IMPLEMENTATION OF APPROPRIATE SAFEGUARDS. VANTACA DISCLAIMS ALL WARRANTIES FOR THIRD-PARTY SERVICES, INTEGRATIONS, OR COMPONENTS NOT DIRECTLY CONTROLLED BY VANTACA.
   • 5.3 Limitation on Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS IN THIS SECTION FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
   • 5.4 Maximum Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, VANTACA’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS, DAMAGES, AND LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO VANTACA UNDER THIS AGREEMENT FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
6.   State Privacy Laws.
   •  6.1 Vantaca’s State Privacy Law Obligations.
     • • (a) Vantaca shall collect, use, retain, and disclose Personal Data solely as necessary to perform the Services for the Contracted Business Purposes under this Agreement and in compliance with applicable State Privacy Laws. Vantaca shall not sell, share, or otherwise use Personal Data for any purpose other than those expressly authorized herein.
       • (b) Vantaca may aggregate, deidentify, or anonymize Personal Data in accordance with applicable law and may use such aggregated or anonymized data for internal business purposes, including analytics, research, and product development. Vantaca shall not attempt to re-identify such data and shall require any downstream recipients to contractually agree to the same prohibition.
       • (c) Vantaca shall reasonably assist Customer in fulfilling its obligations under State Privacy Laws, including responding to verifiable consumer requests, subject to Customer’s written instructions and reimbursement of Vantaca’s reasonable costs. Vantaca shall promptly notify Customer of any complaint, inquiry, or regulatory communication relating to either party’s compliance with State Privacy Laws.
       • (d) Each party shall comply with all applicable State Privacy Laws in connection with its respective collection, use, retention, and disclosure of Personal Data.
       • (e) Vantaca shall have no liability for Customer’s failure to comply with State Privacy Laws or for any instructions provided by Customer that violate applicable law.
   • 6.2 Subcontractors.
     • (a) Vantaca may engage subcontractors to perform any portion of the Services or Contracted Business Purposes in its sole discretion.
     • (b) Vantaca shall remain responsible for the performance of its subcontractors under this Agreement; however, Customer acknowledges and agrees that Vantaca shall not be liable for any acts or omissions of subcontractors beyond the scope of Vantaca’s contractual obligations or for any delays or failures caused by Customer’s instructions or third-party dependencies.
     • (c) Customer shall not have any approval rights over Vantaca’s subcontractors, except as expressly provided in the Data Processing Addendum with respect to subprocessors engaged for the Processing of Personal Data.
7.  Confidential Information.
   • 7.1 Prior Agreements Superseded. This Agreement supersedes and replaces any and all prior confidentiality agreements, non-disclosure agreements, or similar arrangements between the Parties, whether oral or written, and whether entered into directly or through affiliates, predecessors, or representatives, with respect to the subject matter herein. The Parties expressly agree that the confidentiality obligations set forth in this Agreement shall exclusively govern all disclosures of Confidential Information between the Parties from the Effective Date forward, regardless of the date of initial disclosure. No prior agreement shall survive or supplement this Agreement unless expressly incorporated herein by reference or agreed to in a separate written instrument.
   • 7.2 Confidential Information. Each Party (the party receiving the Confidential Information is referred to as the “Recipient”) shall not use, reproduce, or disclose any Confidential Information of the other Party (the “Discloser”) except solely as necessary to perform its obligations or exercise its rights under this Agreement, and only to those of its officers, employees, or representatives (“Representatives”) who: (i) have a demonstrable need to know such information for purposes of this Agreement; and (ii) are bound by confidentiality obligations no less protective than those set forth herein. The Recipient shall implement and maintain strict safeguards to protect the confidentiality of the Discloser’s Confidential Information, using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a commercially reasonable standard of care. Upon termination or expiration of this Agreement, or upon earlier written request by the Discloser, the Recipient shall promptly return or permanently destroy all Confidential Information in its possession or control, including all copies, extracts, and derivative works thereof, and shall certify such destruction in writing upon request. Vantaca may, at its sole discretion, audit compliance with this obligation. The confidentiality obligations of this Section shall not apply to any such information that: (a) was publicly known at the time of disclosure or subsequently becomes publicly known through no breach of this Agreement or other wrongful act by the Recipient or its Representatives; (b) was lawfully known to the Recipient prior to disclosure by the Discloser, without any obligation of confidentiality; (c) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; or (d) is disclosed pursuant to a valid order or requirement of a court, administrative agency, or other governmental body of competent jurisdiction, provided that, to the extent legally permissible, the Recipient shall promptly notify the Discloser in writing of such requirement and cooperate, at the Discloser’s expense, in seeking a protective order or other appropriate remedy to prevent or limit the disclosure. Without limiting the foregoing, Recipient specifically agrees not to use Confidential Information for: (a) competitive analysis, benchmarking, or market research; (b) training artificial intelligence models, machine learning algorithms, or automated systems; (c) developing competing products, services, or technologies; (d) creating derivative databases or data sets for commercial purposes; (e) any purpose that would provide a competitive advantage to Recipient or any third party; and (f) soliciting, recruiting, or hiring Vantaca’s employees, contractors, or consultants; (g) identifying or targeting Vantaca’s customers, vendors, or business partners for competitive purposes; (h) interfering with or disrupting Vantaca’s business relationships or competitive position.
   • 7.3 Equitable Relief.  The Parties acknowledge and agree that any actual or threatened breach, misuse, or unauthorized disclosure of the Discloser’s Confidential Information may result in immediate and irreparable harm to the Discloser, for which monetary damages alone would be inadequate. Accordingly, the Discloser shall be entitled, without the requirement to post bond or prove actual damages, to seek injunctive relief, specific performance, and any other equitable remedies available under applicable law to prevent or restrain such breach or threatened breach. The Recipient hereby waives any objection to the Discloser’s right to seek such relief and agrees that such remedies shall be in addition to, and not in lieu of, any other legal or equitable remedies available to the Discloser.
   • 7.4 Duration. The confidentiality obligations set forth in this Section shall survive the termination or expiration of the Agreement for a period of five (5) years, except with respect to any Confidential Information that constitutes a trade secret under applicable law, in which case such obligations shall survive for as long as the information retains its status as a trade secret. The Recipient shall not assert that any termination of this Agreement extinguishes its obligations with respect to Confidential Information disclosed prior to or during the Effective Date.  
8. Indemnification.
   
   • 8.1 Vantaca Indemnification. Vantaca shall indemnify, defend, and hold harmless Customer and its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any third-party claims, actions, or proceedings to the extent arising from: (a) a final judgment that the Services, as provided by Vantaca and used in accordance with this Agreement, infringe, misappropriate, or violate any third party’s U.S. Intellectual Property Rights (“IP Claims”); or (b) bodily injury or tangible property damage caused solely by the gross negligence or willful misconduct of Vantaca or its personnel in the performance of Services. Vantaca’s obligations under this Section shall not apply to Vantaca Indemnifiable Claims arising from: (i) Customer’s combination of the Services with other products, services, or data not provided or approved by Vantaca; (ii) Customer’s modification of the Services not authorized by Vantaca; (iii) Customer’s failure to implement updates or modifications provided by Vantaca to avoid infringement; or (iv) Customer’s breach of this Agreement (the “Excluded Claims”).
   • 8.2 Remedies for IP Claims. If Vantaca determines, in its sole discretion, that the Services or any component thereof are the subject of an actual or potential IP Claim, Vantaca may, at its sole option and expense: (a) modify or replace the Services to eliminate the source of the IP Claim; (b) procure for Customer the right to continue using the affected Services; or (c) terminate the affected Services and refund any prepaid Fees for the unused portion of the Term applicable to such Services. Vantaca’s execution of any of the foregoing remedies shall constitute its sole and exclusive liability, and Customer’s sole and exclusive remedy, with respect to any IP Claim. Vantaca shall have no liability for any IP Claim arising from the Excluded Claims.
   • 8.3 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Vantaca, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising out of or relating to any third-party claims, actions, or proceedings resulting from: (i) Customer’s combination, integration, or use of any Customer software, Customer Data, content, marks, or other materials provided or utilized by Customer in connection with the Services, where such combination or use infringes, misappropriates, or otherwise violates any third party’s Intellectual Property Rights; or (ii) any actual or alleged violation of applicable State Privacy Laws or misuse, mishandling, or unauthorized disclosure of Personal Data by Customer, or by Vantaca in reliance on instructions or materials provided by Customer, in connection with the performance of the Services.
   • 8.4 Indemnification Procedure. If a party is entitled to indemnification under this Article 8 (the “Indemnified Party”), it must promptly notify the party responsible for providing indemnification (the “Indemnitor”) in writing of any claim, demand, action, or proceeding for which indemnification is sought (each, a “Claim”). The Indemnified Party shall also provide all relevant documentation and information related to the Claim. A delay or failure to provide such notice will not relieve the Indemnitor of its obligations under this Section, except to the extent the Indemnitor is materially prejudiced by such delay or failure. The Indemnified Party shall reasonably cooperate with the Indemnitor in the defense of the Claim, at the Indemnitor’s sole expense, including by making available pertinent documents, records, and personnel. The Indemnitor may assume and control the defense and settlement of the Claim. However, the Indemnified Party may participate in the defense or settlement negotiations at its own expense and with counsel of its choosing. The Indemnitor shall not settle any Claim or consent to any judgment that imposes any liability, obligation, or restriction on the Indemnified Party, or adversely affects its rights, without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
9. ​Survival. Notwithstanding any termination or expiration of this Agreement, all payment obligations incurred or accrued prior to the effective date of termination, including any fees invoiced or scheduled during any applicable notice period, shall remain due and payable in full. In addition, all provisions of this Agreement that, by their express terms or inherent nature, are intended to survive termination shall remain in full force and effect, including without limitation: confidentiality, intellectual property ownership, restrictions on use, indemnification, limitations of liability, dispute resolution, and governing law. The termination of this Agreement shall not be construed to extinguish or impair any rights, remedies, or obligations that have accrued prior to such termination.
10. Force Majeure.  Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by or results from any event or circumstance beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, strikes or labor disputes, pandemics, epidemics, public health emergencies, governmental actions or orders, utility failures, internet or telecommunications outages, or malicious cyber activity (each, a “Force Majeure Event”). The affected party shall promptly notify the other party in writing upon the occurrence of a Force Majeure Event and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. The suspension of performance shall be limited to the duration of the Force Majeure Event and shall not relieve either party of any payment obligations accrued prior to such event.   
11. Miscellaneous
    • 11.1 Compliance with Laws. Each party shall comply with all applicable local, state, national, and international laws, regulations, and ordinances in connection with its performance under this Agreement, including but not limited to data protection, export control, anti-corruption, and employment laws. Without limiting the foregoing, Customer is solely responsible for ensuring that its use of the Services complies with all laws applicable to its operations and data. Vantaca reserves the right to suspend or terminate access to the Services if it reasonably determines that Customer’s use violates applicable law or presents a legal risk to Vantaca. 
    • 11.2 Assignment. Either party may not assign, transfer, or delegate this Agreement or any rights hereunder without the prior written consent of the other party; provided that, (i) Vantaca may refuse consent to any assignment to any entity that Vantaca reasonably deems to be a competitor or any entity that Vantaca determines could use the assignment to gain competitive advantage and (ii) Vantaca may assign this Agreement without consent to any Affiliate or to any successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this provision shall be null and void.
    • 11.3 Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in New Hanover County, North Carolina, including the United States District Court for the Eastern District of North Carolina, for any legal action or proceeding arising out of or relating to this Agreement. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, while preserving the original intent of the parties to the fullest extent permitted by law.
    • 11.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. Any waiver of a provision of this Agreement must be in writing and signed by the party to be charged. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under this Agreement. This Agreement constitutes the entire agreement between the parties related to the subject matter hereof and supersedes any prior or contemporaneous agreement between the parties relating to the subject matter hereof. 
    • 11.5 Publicity. Customer grants Vantaca the right to identify Customer as a customer and to use Customer’s name, logo, and trademarks in Vantaca’s marketing and promotional materials, including on its website, in publicly available customer lists, presentations, case studies, and media releases.
    • 11.6 Independent Contractors. The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between Vantaca and Customer. Neither party shall have, or represent that it has, any authority to bind the other party or incur obligations on its behalf without prior written consent.
    • 11.7 Modifications. Vantaca may update or modify these Terms from time to time in its sole discretion; provided that, Vantaca shall provide Customer with notice of such modification. Any such modifications will become effective upon posting the updated Terms on Vantaca’s website. Customer is responsible for regularly reviewing the Terms. Continued access to or use of the Software or Services after the effective date of any modifications constitutes Customer’s acceptance of the modified Terms.
    • 11.8 Notices. All notices required or permitted under this Agreement must be in writing. Notices to Customer may be delivered via the Services or email to the most recent email address provided by Customer in Vantaca’s customer relationship management system and shall be deemed received upon transmission. Each party agrees to maintain accurate and current contact information for the purpose of receiving notices.