Terms of Service

1. Definitions

Throughout these Terms, the following words have the meanings below:

• "Vantage Desk," "we," "us," or "our" refers to the company operating the Vantage Desk platform, incorporated and operating in Richmond Hill, Ontario, Canada.
• "Service" means the Vantage Desk web application, marketing website, APIs, and any related software or features made available by us.
• "Customer" means the individual or organization that subscribes to the Service and is responsible for the associated account.
• "User" means any individual granted access to a Customer's workspace, including the Customer themselves.
• "Workspace" means the Customer's isolated environment within the Service containing their data, members, projects, and settings.
• "Customer Data" means all data, content, and information submitted to or created within the Service by the Customer or its Users.
• "Plan" means the subscription tier (Standard, Professional, or Enterprise) selected by the Customer.
• "Subscription Period" means the billing cycle (monthly or annual) applicable to the Customer's Plan.

2. Eligibility

To use the Service, you must:

• Be at least 18 years of age or the legal age of majority in your jurisdiction, whichever is greater.
• Have the legal capacity to enter into a binding contract under applicable law.
• Not be prohibited from using the Service under the laws of Canada, your country of residence, or any other applicable jurisdiction.
• If acting on behalf of an organization, have full authority to bind that organization to these Terms.

By using the Service, you represent and warrant that you meet all of the above eligibility requirements.

3. Accounts and Workspaces

Account Registration

To access the Service, you must register for an account and create a workspace. You agree to provide accurate, current, and complete information during registration and to keep that information up to date. Inaccurate or misleading registration information may result in suspension or termination of your account.

Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at support@vantagedesk.io if you become aware of any unauthorized access to or use of your account. We are not liable for any loss or damage arising from unauthorized use of your account where you have not taken reasonable steps to protect your credentials.

Workspace Administration

Each workspace has one or more administrators ("Admins") who control member access, roles, and settings. The Customer is responsible for all actions taken by Admins and Users within their workspace. Admins may grant, modify, or revoke access for individual Users at any time. You are responsible for ensuring that Users in your workspace are aware of and comply with these Terms.

Member Access

You may invite any number of active members to your workspace on a paid Plan. You are billed per active seat. Each Plan may include defined limits on specific features such as the number of active projects or boards, which are published on our pricing page and may be updated from time to time with reasonable notice.

Project Limits

The Standard Plan includes a defined maximum number of active projects. Archiving a project frees up a slot. Projects limits by Plan are published on our pricing page and may be updated from time to time with reasonable notice.

4. Acceptable Use

Permitted Use

You may use the Service solely for your internal business operations and in accordance with these Terms and all applicable laws and regulations.

Prohibited Conduct

You agree not to, and not to permit any User to:

• Use the Service for any unlawful purpose or in violation of any applicable local, provincial, national, or international law or regulation.
• Upload, transmit, or store content that is defamatory, obscene, harassing, threatening, fraudulent, or otherwise objectionable.
• Attempt to gain unauthorized access to any part of the Service, its infrastructure, or other customers' data.
• Probe, scan, or test the vulnerability of the Service or any related systems or networks without our prior written authorization.
• Introduce viruses, malware, ransomware, or any other harmful or disruptive code into the Service.
• Use automated means (bots, scrapers, crawlers) to access, collect, or extract data from the Service without our prior written consent.
• Resell, sublicense, or otherwise commercially exploit the Service or any part of it without our written authorization.
• Reverse engineer, decompile, or disassemble any part of the Service, or attempt to derive its source code.
• Remove, obscure, or alter any proprietary notices, labels, or branding within the Service.
• Use the Service to send unsolicited commercial communications (spam) to any person.
• Impersonate any person or organization, or falsely represent your affiliation with any person or organization.
• Use the Service in any manner that could damage, disable, overburden, or impair its performance or availability for other users.

Enforcement

We reserve the right, but have no obligation, to investigate and take action against violations of this section, including removal of content and suspension or termination of accounts, without prior notice. We may report conduct that we believe violates applicable law to the appropriate authorities.

5. Subscriptions and Billing

Plans and Pricing

The Service is offered under tiered subscription Plans. Current pricing, included features, and seat and project limits are described on our pricing page. All prices are in Canadian dollars (CAD) unless otherwise stated.

Billing Cycle

Subscriptions are billed either monthly or annually, as selected at the time of purchase. Annual subscriptions are billed in full at the start of each Subscription Period and offer a discount compared to monthly billing. The billing cycle begins on the date your paid subscription activates and renews automatically unless cancelled in accordance with Section 7.

Seat-Based Pricing

Subscription fees are calculated based on the number of active seats in your workspace at the time of billing. Each Plan has a minimum seat requirement. If your workspace falls below the minimum seat count, you will be billed for the minimum. Current minimums are published on our pricing page.

Payment

Payment is due in advance at the start of each Subscription Period. You authorize us to charge your designated payment method for all fees owed. If a payment fails, we will notify you and may suspend access to the Service until the outstanding balance is resolved. We reserve the right to charge interest on overdue amounts at the rate permitted by applicable Ontario law.

Taxes

All fees are exclusive of applicable taxes, including HST and any other federal, provincial, or local taxes. You are responsible for paying all such taxes associated with your subscription. Where we are required by law to collect taxes, they will be added to your invoice.

Price Changes

We may change subscription pricing at any time. For existing customers on a paid Plan, we will provide at least 30 days' written notice before a price change takes effect. Your continued use of the Service after a price change takes effect constitutes your acceptance of the new pricing. If you do not accept the new pricing, you may cancel your subscription before the change takes effect.

No Refunds

All subscription fees are non-refundable, except where required by applicable Canadian law. Partial-month or partial-year credits are not issued upon cancellation. If you believe you have been charged in error, contact us at support@vantagedesk.io within 30 days of the charge and we will review your case.

6. Founding Rate Terms

What the Founding Rate Covers

Customers who subscribe to a paid Plan before the published offer expiry date ("Founding Customers") are eligible for a discounted per-seat rate ("Founding Rate") on their chosen Plan. The Founding Rate is applied to the subscription as long as the conditions in this section are met.

Founding Rate Lock-In Period

The Founding Rate is locked in for the first twelve (12) months of your paid subscription, beginning on the date your first paid Subscription Period activates. During this lock-in period, we will not increase your per-seat rate, provided your account remains in good standing and you do not downgrade your Plan.

After the Lock-In Period

Upon expiry of the 12-month lock-in period, your subscription will automatically renew at the then-current standard rate for your Plan, unless we otherwise notify you in writing at least 30 days before the renewal date. We will send a reminder to the email address associated with your account before the Founding Rate expires.

Conditions

The Founding Rate applies only to the Plan tier active at the time of the founding subscription. Upgrading to a higher Plan tier during or after the lock-in period will result in billing at the standard rate for the new tier. The Founding Rate is non-transferable and applies solely to the Customer's workspace and cannot be combined with other promotional pricing.

Offer Expiry

The Founding Rate offer is available only to customers who subscribe before the published offer expiry date (currently July 31, 2026). Subscriptions created after that date will be billed at standard rates regardless of any promotional materials that may still be visible online.

7. Cancellation and Termination

Cancellation by You

You may cancel your subscription at any time by contacting us at support@vantagedesk.io. Cancellation takes effect at the end of your current Subscription Period. You will retain full access to the Service until that date. No refund or credit is issued for the remaining portion of a paid Subscription Period.

Termination by Us

We may suspend or terminate your account and access to the Service immediately and without prior notice if:

• You materially breach these Terms and fail to cure the breach within 10 days of written notice (where cure is possible).
• You violate Section 4 (Acceptable Use) in a manner that poses an immediate risk to the Service, other customers, or third parties.
• Your account has an outstanding unpaid balance that remains unresolved after reasonable notice.
• We are required to do so by applicable law or court order.
• We cease to offer the Service.

Effect of Termination

Upon termination or expiry of your subscription, your right to access the Service ceases immediately (or at the end of the paid period, in the case of voluntary cancellation). We will make your Customer Data available for export for a period of 30 days following termination, after which we may permanently delete it. You are responsible for exporting any data you wish to retain before that window closes. We are not liable for any loss of data after the 30-day export window.

Survival

Sections 8 (Your Data, ownership), 10 (Intellectual Property), 11 (Confidentiality), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), and 17 (Governing Law) survive any termination or expiry of these Terms.

8. Your Data

Ownership

You retain full ownership of all Customer Data you submit to or create within the Service. We do not claim any rights of ownership over your Customer Data. Nothing in these Terms transfers any intellectual property rights in your Customer Data to us.

Licence to Operate the Service

By submitting Customer Data to the Service, you grant us a limited, non-exclusive, worldwide, royalty-free licence to store, process, display, and transmit your Customer Data solely to the extent necessary to provide and operate the Service for you. This licence terminates when your data is deleted following the end of your subscription.

Data Responsibility

You are solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data you submit. You represent and warrant that you have all rights necessary to submit Customer Data to the Service and that doing so does not infringe any third-party rights or violate any applicable law.

Aggregate and Anonymized Data

We may collect and use aggregated, anonymized, non-personally-identifiable data derived from your use of the Service (such as usage patterns and feature adoption metrics) to improve our products. Such data will never identify you, your organization, or any individual User.

9. Privacy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy explains what personal information we collect, how we use it, and your rights under the Personal Information Protection and Electronic Documents Act (PIPEDA). By using the Service, you consent to the collection and use of your information as described in the Privacy Policy.

Customer Data stored within your workspace is processed by us only on your instructions as described in the Privacy Policy and these Terms. We do not sell, rent, or use your Customer Data for our own marketing purposes.

10. Intellectual Property

Our Property

The Service, including all software, designs, features, trademarks, service marks, logos, and content created by us, is owned by Vantage Desk and protected by Canadian and international intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service except the limited right to use it as described herein.

Licence to Use

Subject to your compliance with these Terms and timely payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for your internal business purposes during the term of your subscription.

Feedback

If you submit ideas, suggestions, or feedback regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, modify, and incorporate that Feedback into the Service without any obligation to you. We are not required to act on any Feedback and will not compensate you for it.

Restrictions

You may not copy, modify, distribute, sell, sublicense, or create derivative works based on the Service or any part of it. You may not use our trademarks, logos, or brand names without our prior written consent.

11. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Service that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Your Customer Data is your Confidential Information. Our pricing models, product roadmaps, and business strategies are our Confidential Information.

Each party agrees to: (a) hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the other's prior written consent; and (c) use Confidential Information only to exercise rights and fulfil obligations under these Terms.

These obligations do not apply to information that: (i) is or becomes publicly known through no breach of these Terms; (ii) was known to the receiving party before disclosure without confidentiality obligation; (iii) is independently developed by the receiving party without use of the Confidential Information; or (iv) must be disclosed by applicable law or court order, provided reasonable advance notice is given to the disclosing party where legally permitted.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VANTAGE DESK EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that: (a) the Service will be uninterrupted, error-free, or secure at all times; (b) any defects or errors will be corrected; (c) the Service will meet your specific business requirements; or (d) results obtained through use of the Service will be accurate or reliable.

You use the Service at your sole risk. Some jurisdictions do not allow exclusion of implied warranties, so the above exclusions may not apply to you in full.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VANTAGE DESK, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR LOSS OF GOODWILL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so some of the above may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

14. Indemnification

You agree to defend, indemnify, and hold harmless Vantage Desk and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Service in violation of these Terms.
• Your Customer Data, including any claim that it infringes or misappropriates a third party's intellectual property rights or violates any applicable law.
• Your violation of any applicable law, regulation, or third-party right.
• Any act or omission by a User in your workspace.

We reserve the right, at our own expense, to assume exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defence of that claim.

15. Changes to the Service

We are continuously developing Vantage Desk. We reserve the right to modify, add, or remove features and functionality at any time. Where a change materially reduces functionality that your Plan is specifically described as including, we will provide reasonable advance notice and, where appropriate, a comparable alternative or a pro-rated credit.

We may perform scheduled and unscheduled maintenance on the Service. We will endeavour to minimize disruption and, where practicable, provide advance notice of scheduled downtime. We do not guarantee any specific level of uptime or availability.

16. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email to the address associated with your account at least 30 days before the updated Terms take effect. Non-material changes (such as corrections to grammar or formatting) may be made without notice and will be effective upon posting.

The "Last updated" date at the top of this page always reflects the most recent revision. Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must cancel your subscription before the effective date.

17. Governing Law and Disputes

Governing Law

These Terms and any dispute arising out of or in connection with them or the Service shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Dispute Resolution

In the event of a dispute, both parties agree to first attempt to resolve it informally by contacting us at support@vantagedesk.io. We will make a good-faith effort to resolve the issue within 30 days.

If the dispute cannot be resolved informally, both parties submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the Regional Municipality of York, for the resolution of any dispute arising out of or in connection with these Terms or the Service.

Class Action Waiver

To the fullest extent permitted by applicable law, you agree that any dispute will be brought only in your individual capacity and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding.

18. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any applicable order forms or subscription confirmations, constitute the entire agreement between you and Vantage Desk with respect to the Service and supersede all prior negotiations, representations, warranties, and agreements.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be modified. The remaining provisions shall remain in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms at any time shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Vantage Desk to be effective.

Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to any affiliate, successor, or acquirer without restriction, provided we give you 30 days' prior written notice.

Notices

Notices to you will be sent to the email address associated with your account or posted within the Service. Notices to us must be sent by email to support@vantagedesk.io. Notices are effective upon delivery.

Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms to the extent caused by circumstances beyond their reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, power failures, or internet infrastructure failures, provided the affected party notifies the other promptly and uses reasonable efforts to mitigate the impact.

Language

These Terms are written in English. In the event of any conflict between an English version and a translated version, the English version prevails.

19. Contact

Questions about these Terms or your subscription: