Terms of Service.

1. Agreement & B2B-only scope

By creating an account or accessing Vantage you ("Customer") agree to these Terms of Service ("Terms") on behalf of your organization. If you do not agree, do not access the Service. These Terms apply to all users your organization invites, including administrators, managers, dispatchers, gate clerks, drivers, and forklift operators.

1.1 Geographic scope

Vantage is currently offered only to Customers with a billing address in the United States or Canada. If you are located outside North America, please do not sign up for or use the Service. We will expand to additional regions only after publishing updated terms appropriate to those jurisdictions.

2. Description of Service

Vantage is a mobile-first yard management platform providing:

• Container and trailer Gate IN / Gate OUT transactions
• 5-stage AI OCR (on-device + cloud fallback) for container, trailer, and seal numbers
• Yard slot map and inventory tracking
• Carrier appointment scheduling and dock management
• Task assignment for drivers and forklift operators
• 7-point CTPAT inspection with SHA-256 audit pack (Pro and above)
• Driver license PDF417 / AAMVA scanning (Pro and above)
• Offline-first operation with up to 14-day local queue
• API access and webhooks for WMS / TMS integration (Pro and above)

3. Account & authority to bind

3.1 Eligibility

The individual creating an account must be at least 18 years old, capable of forming a binding contract, and authorized to bind the organization on whose behalf they sign up. We may require verification of business authority for high-risk or enterprise accounts.

3.2 Organization requirement

Each Vantage account is associated with an organization. During sign-up you must provide a legal organization name and country of operation. We do not accept accounts that lack a legitimate business association. Personal accounts created in violation of this clause will be cancelled and any payment collected for time used is non-refundable.

3.3 Credentials & multi-user

• You are responsible for the confidentiality of all credentials issued by your organization.
• You must immediately notify us of any unauthorized access (security@vantageyms.com).
• Account-sharing across users is prohibited — invite each user individually under your seat allowance.

4. Plans, billing & soft caps

4.1 Available paid plans

4.2 Soft caps

Transaction limits are soft caps. We do not block operations when you exceed your monthly limit on a peak day. Your administrator receives in-app notifications at 80%, 100%, 200%, and 300% of the limit. We do not assess per-transaction overage fees. For sustained overage exceeding three consecutive billing cycles we may require an upgrade to a higher tier or transition to an Enterprise contract.

4.3 Hard caps (seats)

The user-seat limit per plan is a hard cap. When you reach it the application blocks new user invites and surfaces an upgrade prompt to your administrator. Existing users continue to operate without interruption.

4.4 Billing terms

• Subscription fees are billed in advance on a monthly or annual cycle, as selected.
• Annual billing is a single up-front payment for 12 months at the published annual rate (15% below 12 × monthly).
• Plan changes apply pro-rata immediately for upgrades; downgrades take effect at the end of the current billing cycle.
• We reserve the right to change pricing on 30 days' notice. Changes do not apply to a pre-paid annual term until renewal.

4.5 Mobile in-app purchases

Subscriptions purchased through Apple App Store or Google Play are managed by RevenueCat. Cancellation, refunds, and payment method updates for those subscriptions are governed by the applicable platform's policies (Apple Media Services, Google Play Billing). Vantage receives the entitlement signal but cannot directly modify the underlying purchase.

5. Free trial & auto-renewal

5.1 Trial mechanics

• New paid-plan sign-ups are eligible for a 14-day free trial at the selected tier.
• A valid credit card is required at sign-up. No charge is made before Day 15.
• If you do not cancel before Day 15, we will charge your selected plan's full subscription rate on Day 15.
• After the trial converts to a paid subscription, the subscription continues to renew at the end of each billing cycle (monthly or annual, as you selected) at the then-current rate, until you cancel.
• One trial per organization. Re-trial after cancellation requires explicit support approval.

5.2 Reminder before the first charge

We will send a reminder email to the billing contact on file at least three (3) days before the trial converts to a paid subscription. The reminder will state the date the first charge will occur, the plan amount, and the cancellation methods described in §5.3. We will also send a confirmation email after each subsequent renewal charge.

5.3 How to cancel

You may cancel at any time during the trial or after conversion. Cancellation stops any future charges; access to the Service continues through the end of the period you have already paid for.

• Inside the application: Settings → Billing → Cancel subscription.
• Stripe billing portal: use the cancellation link in any invoice or receipt email.
• By email: support@vantageyms.com — we acknowledge cancellation requests within one (1) business day.
• Mobile in-app subscriptions: follow the platform-specific cancellation flow (Apple App Store / Google Play settings), per §4.5.

If your billing address is in California, the cancellation methods above satisfy California Business & Professions Code § 17602(c). You may cancel in the same medium in which you signed up.

6. Tax

6.1 United States customers

For Customers with a billing address in the United States, applicable state and local sales tax is calculated and added at checkout via our payment processor's tax engine. The tax line appears on every invoice.

6.2 Canadian customers

For Customers with a billing address in Canada, applicable federal goods and services tax (GST), harmonized sales tax (HST), and provincial sales tax (PST/QST) — where required — are calculated and added at checkout. The tax line appears on every invoice. Customers may provide a valid Business Number / GST/HST number at checkout to support input tax credit claims; provision of a tax number does not change the tax calculation unless required by law.

6.3 Outside North America

Vantage is not currently offered to Customers outside the United States and Canada (see §1.1). If you sign up using a non-North-American billing address, the account is subject to suspension and refund per §11.

7. Acceptable use

7.1 You agree NOT to:

• Use the Service for any illegal purpose or in violation of applicable law in your jurisdiction.
• Misrepresent your organization's identity, country, or business type during sign-up.
• Sign up for personal or consumer use (see §1).
• Upload malicious software, code, or content.
• Attempt to reverse-engineer, scrape, or systematically extract data outside our published API.
• Exceed published API rate limits or share API credentials across organizations.
• Interfere with or disrupt the Service, including denial-of-service attempts.
• Use the Service to harass, defame, or violate the rights of any third party.
• Resell, sublicense, or share access to the Service without our written consent.

7.2 Content uploaded by you

You represent that you have all necessary rights and lawful basis (under GDPR, CCPA, or applicable law) to upload the data you upload, including driver license photographs, seal numbers, container numbers, and any personal data of your drivers or visiting carriers.

7.3 Consequences of violation

Violation may result in warning, temporary suspension, account termination, and where appropriate legal action. We reserve the right to retain audit data required for compliance investigations beyond standard retention.

8. Intellectual property

8.1 Our property

The Service, its software, machine-learning models, OCR dictionaries, design system, documentation, and associated intellectual property are owned by Vantage and protected by international copyright, trademark, trade-secret, and patent law. These Terms do not transfer any IP rights to you.

8.2 Your content

You retain ownership of business data you upload. By uploading you grant us a non-exclusive, worldwide, royalty-free license to host, process, and display that data solely for the purpose of operating the Service for your organization, and for aggregate de-identified analytics that improve the Service for all customers.

8.3 OCR correction data

When a user corrects an OCR result, the corrected pair (raw OCR + correct value + cropped image region + non-PII device metadata) is logged for the purpose of improving our OCR models. This data is de-identified before training. You may opt your organization out via the admin panel; data collected before opt-out remains in our model-training corpus.

8.4 Feedback

Any feedback, suggestion, or feature idea you submit may be used by us without obligation.

8.5 DMCA copyright notices

If you believe content uploaded to Vantage by a Customer infringes a copyright you own or are authorized to act for, send a written notice to our designated agent:

To be valid under 17 U.S.C. § 512(c)(3), your notice must include:

• Identification of the copyrighted work claimed to be infringed;
• Identification of the allegedly infringing material and information sufficient to locate it within the Service;
• Your contact information (name, address, phone, email);
• A statement that you have a good-faith belief the use is not authorized by the rights holder, agent, or law;
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on the rights holder's behalf;
• Your physical or electronic signature.

We will respond in accordance with 17 U.S.C. § 512, including provisions for counter-notification and restoration. We maintain a policy of terminating accounts of Customers who are determined to be repeat copyright infringers.

9. Data, privacy & security

9.1 Data ownership

• You own all business data you upload.
• We act as a data processor for that data; you are the controller.
• We implement organization-scoped row-level security so customers cannot see each other's data.

9.2 Retention

Operational data (gate transactions, photos, audit packs, yard slot history) is retained for the duration of the active subscription. After cancellation, data is retained for 30 days, then permanently deleted, except records required by law or by the Customer's own compliance program. Driver license images automatically expire 60 days after the gate transaction unless the Customer's compliance program requires longer retention. See our Privacy Policy for the full retention schedule.

9.3 Data export & deletion

• You may request an export of your operational data at any time during the active subscription by contacting support@vantageyms.com.
• Upon termination we retain your data for 30 days, then permanently delete it. You may request immediate deletion via support@vantageyms.com.
• Backup and disaster-recovery snapshots are retained for a limited period (typically up to 60 days) after the deletion event, then purged.

9.4 Sub-processors

We engage third-party providers ("sub-processors") in the following categories to operate the Service. Each is bound by a Data Processing Agreement that restricts use to the contracted purpose:

• Cloud hosting & database — application, database, authentication, and file storage.
• Payment & billing — subscription billing, invoicing, tax calculation.
• Mobile app distribution — iOS / Android delivery, in-app purchases, push notifications.
• OCR & image processing — on-device text recognition (no data leaves the device); cloud fallback limited to cropped container/trailer regions when on-device fails.
• Error monitoring — crash and error logs (PII scrubbed before transmission).
• CDN & DDoS protection — content delivery, DNS, denial-of-service mitigation.

A current list of named sub-processors is available on request to dpa@vantageyms.com. Enterprise customers receive advance notice of any material change.

9.5 Data Processing Agreement

A standard Data Processing Agreement (GDPR Art. 28 compliant) is available on request to dpa@vantageyms.com. Enterprise customers may negotiate custom DPA terms.

10. Past-due payment & suspension

If a scheduled charge fails, your account moves to read-only immediately upon the first failure. Read-only means existing data is viewable but new Gate IN / Gate OUT, inspection, and write operations are paused. Stripe will retry the charge on Day 1, Day 3, and Day 5. If all three retries fail, the account is marked unpaid and treated as cancelled (see §17). Updating a valid payment method via the billing portal at any time during the retry window restores full access within seconds of successful charge.

11. Refunds

Vantage operates on industry-standard SaaS refund terms:

• 14-day trial: cancel before Day 15 — no charge.
• Monthly subscription, mid-cycle cancellation: access continues through period end. No prorated refund.
• Annual subscription, mid-term cancellation: access continues through period end. No prorated refund.
• Annual customer returning within 12 months: we will at our discretion credit unused term toward a new subscription.
• Charge made in error within 60 minutes of sign-up: contact support — we may refund at our discretion.

California residents: Under California Civil Code § 1789.3, you 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 N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

12. Service availability

We target 99.9% monthly uptime on paid plans. Scheduled maintenance is announced at least 24 hours in advance via in-app banner. Vantage's offline-first architecture allows your team to keep operating during temporary connectivity loss with up to a 14-day local queue. We do not warrant uninterrupted service. Enterprise customers may negotiate a contractual SLA with credits.

13. Warranty disclaimer

14. Limitation of liability

Our total aggregate liability under these Terms shall not exceed the greater of (a) the amount you paid us in the twelve (12) months preceding the claim, or (b) one hundred US dollars ($100). These limitations apply even if any remedy fails its essential purpose and regardless of theory of liability.

Severability and state-law variation: Some U.S. states (including, in certain circumstances, New Jersey) do not allow the exclusion or limitation of certain damages. To the extent any portion of this Section is found unenforceable in your jurisdiction, that portion will be modified to the minimum extent necessary to make it enforceable, and the remainder of these Terms will continue in full force.

15. Indemnification

You agree to indemnify, defend, and hold harmless Vantage and its officers, directors, employees, and agents from any claim, damage, loss, or expense (including reasonable attorneys' fees) arising from:

• Your or your users' use of the Service;
• Your violation of these Terms;
• Your violation of third-party rights, including data subjects under applicable U.S. state privacy laws (e.g., CCPA/CPRA, VCDPA, CPA, CTDPA, UCPA) or Canadian privacy law (PIPEDA / provincial equivalents);
• Content you upload that violates law or third-party rights.

16. Governing law & arbitration

16.1 Governing law

These Terms are governed by the laws of the State of New Jersey, United States, without regard to conflict-of-law principles.

16.2 Binding arbitration

Any dispute arising out of these Terms or the Service shall be resolved by binding arbitration before the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Venue: New Jersey, USA. Each party bears its own attorney fees unless otherwise awarded.

16.3 Class-action waiver

16.4 Exceptions

The following may be brought in court rather than arbitration:

• Claims for injunctive or equitable relief;
• Claims related to intellectual property;
• Small-claims court matters within applicable jurisdiction.

17. Termination

17.1 By you

You may terminate at any time via the in-app cancellation flow or the Stripe billing portal.

17.2 By us

We may suspend or terminate your account immediately, without prior notice, if:

• You breach these Terms (including B2B-only scope, §1);
• You engage in fraudulent or illegal activity;
• Your account presents a security risk;
• Required by law, court order, or regulatory action;
• The account is unpaid for more than 5 days following Stripe retry exhaustion.

17.3 Effect of termination

• Your right to use the Service ceases immediately.
• Provisions that should survive (IP, indemnification, liability limit, governing law) remain in effect.
• Data is retained 30 days post-termination, then permanently deleted. You may request immediate deletion.
• Unpaid amounts up to and including the termination date remain due.

18. Changes to Terms

We may modify these Terms with at least 30 days' notice delivered via:

• In-app banner to administrators;
• Email to the account billing contact;
• Posting an updated version on this page.

Continued use of the Service after the effective date constitutes acceptance. If you object to a change, your remedy is to terminate per §17.1.

19. Contact

• Support: support@vantageyms.com
• Sales: sales@vantageyms.com
• Security disclosure: security@vantageyms.com
• Privacy / DPA: dpa@vantageyms.com
• Mailing: NEUMAX LLC (Vantage YMS), New Jersey, USA