Terms of Service

1. Agreement to terms

These Terms of Service ("Terms") form a binding agreement between you ("Customer," "you," or "your") and Vantage Revenue LLC, a Delaware limited liability company ("Vantage Revenue," "we," "us," or "our"), governing your access to and use of the G Scale Hub platform and related services (collectively, the "Services").

By accessing or using the Services, signing an order form referencing these Terms, or clicking to accept these Terms, you agree to be bound by them. If you are accepting these Terms on behalf of a business entity, you represent that you have authority to bind that entity to these Terms, and "Customer" refers to that entity.

If you do not agree to these Terms, you may not access or use the Services.

2. Description of services

G Scale Hub is a software-as-a-service platform providing customer relationship management, billing, subscription management, order management, reporting, and related operational tools for ecommerce businesses. The specific features and functionality available to you depend on your subscription plan and any applicable order form.

What we are not. Vantage Revenue is not a bank, payment processor, payment facilitator, payment aggregator, money transmitter, or merchant of record. The Services do not include the processing, custody, or transmission of funds. All payment processing is performed by third-party payment processors and gateways under your separate agreements with those providers. You retain full responsibility as the merchant of record for transactions processed through your connected payment gateways, including but not limited to compliance with applicable laws, card network rules, tax obligations, refund and dispute handling, and customer service.

3. Eligibility and account

To use the Services, you must:

• Be a legally formed business entity or sole proprietorship operating a lawful business;
• Be at least 18 years of age and have the legal capacity to enter into contracts;
• Not be prohibited from receiving the Services under applicable law or any third-party terms applicable to your business (including payment processor terms);
• Provide accurate, current, and complete information during registration and keep it updated.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorized access or use. We may suspend or terminate accounts that we reasonably suspect are compromised or being used in violation of these Terms.

4. Fees and payment

Fees for the Services are set forth in your order form, online checkout, or other written agreement with us. Unless otherwise stated:

• Fees are billed in advance on a recurring basis (monthly or annually) and are non-refundable except as required by law;
• You authorize us to charge your designated payment method for all fees due;
• Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law;
• If your account becomes more than thirty (30) days past due, we may suspend the Services until full payment is received.

All fees are exclusive of taxes. You are responsible for any sales, use, value-added, or similar taxes assessed in connection with your use of the Services, other than taxes based on our net income.

5. Third-party integrations and payment gateways

The Services include functionality that connects to third-party services, including payment gateways, ecommerce platforms, and other tools (collectively, "Third-Party Services"). Your use of any Third-Party Service is governed by your direct agreement with that provider.

When you connect a Third-Party Service to the Services, you authorize us to access and exchange information with that Third-Party Service on your behalf as needed to provide the Services. You represent and warrant that:

• You have the right and authority to authorize that connection;
• Your use of the Third-Party Service through the Services complies with the provider's terms of service;
• You remain solely responsible for your relationship with each Third-Party Service provider, including compliance with their terms, payment of any fees, and resolution of any disputes.

We are not responsible for any acts, omissions, or failures of Third-Party Services, including any interruption, delay, or unavailability of those services, or any consequences of changes to their functionality or terms.

6. Acceptable use

You agree not to, and not to permit any third party to:

• Use the Services in violation of any applicable law, regulation, or third-party rights;
• Use the Services to process transactions for goods or services that violate any applicable law or the terms of any payment processor, gateway, or card network used in connection with your business;
• Engage in fraudulent, deceptive, or misleading business practices, including misrepresentation of goods, services, billing terms, or refund policies;
• Circumvent or attempt to circumvent any limitation, security feature, or access control of the Services;
• Reverse engineer, decompile, or attempt to derive the source code of the Services;
• Use the Services to develop a competing product or service;
• Resell, sublicense, or transfer the Services to any third party without our prior written consent;
• Transmit any malicious code, conduct security testing without authorization, or interfere with the operation of the Services;
• Use the Services to send unsolicited communications in violation of applicable anti-spam laws;
• Misrepresent your business, identity, or affiliation in connection with the Services.

You are responsible for ensuring that all of your end customers' transactions, marketing practices, and business operations conducted through the Services comply with applicable laws and the terms of all payment processors, gateways, and networks involved.

7. Customer data and ownership

Your data. As between you and us, you retain all right, title, and interest in and to the data, content, and information you submit to or generate through the Services ("Customer Data"). You grant us a non-exclusive, worldwide, royalty-free license to access, use, process, copy, distribute, display, and transmit Customer Data solely as necessary to provide, maintain, support, and improve the Services, and as otherwise permitted by these Terms or required by law.

Your responsibility. You represent and warrant that you have all rights, consents, and authorizations necessary to provide Customer Data to us and to authorize our processing of it as described in these Terms and our Privacy Policy. You are responsible for the accuracy, quality, and legality of Customer Data.

Data backup. While we maintain reasonable backups, you are responsible for maintaining your own backups of Customer Data. We are not liable for any loss of Customer Data.

Aggregate and de-identified data. We may collect, use, and share aggregate or de-identified data derived from Customer Data, provided that such data does not identify you or any individual.

8. Confidentiality

Each party may receive non-public information from the other party in connection with the Services ("Confidential Information"). The receiving party will use Confidential Information only as needed to perform under these Terms, will protect it with the same degree of care it uses for its own confidential information (and no less than reasonable care), and will not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations. Confidential Information does not include information that is publicly available through no fault of the receiving party, was independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law.

9. Intellectual property

All right, title, and interest in and to the Services, including all software, technology, designs, trademarks, and content (other than Customer Data), are and will remain the exclusive property of Vantage Revenue and its licensors. We grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes during the term of these Terms.

You may provide suggestions, comments, or feedback regarding the Services ("Feedback"). You hereby grant us a perpetual, irrevocable, worldwide, royalty-free license to use Feedback for any purpose, including incorporation into the Services, without obligation to you.

10. Warranties and disclaimers

Each party represents and warrants that it has the legal power and authority to enter into these Terms.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT LOST OR ALTERED.

We do not warrant any results from your use of the Services, including any business outcomes, revenue, retention, or processing approvals.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO VANTAGE REVENUE FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The above limitations apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and even if any limited remedy is found to have failed of its essential purpose. These limitations do not apply to amounts owed for the Services, breaches of confidentiality, indemnification obligations, or liability that cannot be limited under applicable law.

12. Indemnification

By Customer. You will defend, indemnify, and hold harmless Vantage Revenue and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your or your end customers' use of the Services;
• Customer Data or your representations regarding Customer Data;
• Your products, services, business operations, marketing, or customer relationships;
• Your violation of these Terms, applicable law, or the terms of any Third-Party Service or payment processor;
• Any dispute between you and an end customer or third party, including refunds, chargebacks, and regulatory actions.

By Vantage Revenue. We will defend you against any third-party claim that the Services, as provided by us and used in accordance with these Terms, infringe a valid United States patent, copyright, or trademark, and will pay any damages finally awarded or amounts agreed in settlement. If the Services become, or in our opinion are likely to become, the subject of an infringement claim, we may at our option (a) procure for you the right to continue using the Services, (b) modify the Services to be non-infringing, or (c) terminate the affected Services and refund any prepaid fees for the unused portion of the term. The foregoing states our entire liability for any infringement claim.

Process. The indemnifying party's obligations are subject to the indemnified party promptly notifying the indemnifying party of the claim, giving the indemnifying party sole control over defense and settlement (provided that no settlement may impose any obligation or admission on the indemnified party without consent), and providing reasonable cooperation.

13. Term, suspension, and termination

These Terms remain in effect for the term set forth in your order form or until terminated. If no term is specified, these Terms continue on a month-to-month basis until terminated by either party.

Termination for convenience. Either party may terminate these Terms or any order form for any reason at the end of the then-current term by providing written notice at least thirty (30) days in advance.

Termination for cause. Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving written notice (or immediately, in the case of breaches that by their nature cannot be cured).

Suspension. We may suspend your access to the Services without notice if we reasonably believe that (a) your use violates these Terms, applicable law, or the terms of a Third-Party Service; (b) your account is past due; (c) your use poses a security risk to the Services or to other users; or (d) suspension is required by law or by a regulator, payment processor, or network.

Effect of termination. Upon termination, your right to access the Services ends. We will make Customer Data available for export for thirty (30) days following termination, after which we may delete Customer Data in the ordinary course. Provisions that by their nature should survive termination will survive, including ownership rights, confidentiality, indemnification, limitation of liability, and general provisions.

14. Changes to these terms

We may update these Terms from time to time. If we make material changes, we will provide notice by email, through the Services, or by other reasonable means at least thirty (30) days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, your sole remedy is to stop using the Services.

15. General provisions

Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any dispute not subject to arbitration.

Dispute resolution. Any dispute arising out of or related to these Terms will first be addressed through good-faith discussions between the parties. If not resolved within thirty (30) days, the dispute will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Wilmington, Delaware. Each party retains the right to seek injunctive or equitable relief in court for breaches of intellectual property or confidentiality.

Class action waiver. Each party waives any right to bring or participate in any class, collective, or representative action against the other.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law.

Force majeure. Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, or pandemics.

No third-party beneficiaries. These Terms create no third-party beneficiary rights.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

Notices. Legal notices to Vantage Revenue must be sent to legal@gscalehub.com with a copy by mail to the address below. Notices to Customer may be sent to the email address associated with your account.

Entire agreement. These Terms, together with any order form, the Privacy Policy, and any other documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, communications, and proposals regarding the Services.

Severability and waiver. If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect. A waiver of any breach is not a waiver of any subsequent breach.

16. Contact

Vantage Revenue LLC
427 N Tatnall St #79043
Wilmington, DE 19801
United States
Email: legal@gscalehub.com
Web: gscalehub.com