1. Acceptance and Authority
This End User Agreement (the “Agreement”) is between Y2Solution Consulting, LLC (“Y2Solution,” “we,” “us,” or “our”) and the individual or legal entity accessing or using Vantage OS (“Client,” “you,” or “your”). This Agreement applies to Vantage OS and related documentation, support, updates, and features we make available to you (collectively, the “Platform”).
You may not use the Platform if you do not agree to this Agreement or lack authority to accept it. You must be at least 18 years old and legally capable of entering into a binding contract.
2. Definitions
- Authorized User means an employee, contractor, adviser, or other individual whom Client authorizes to use the Platform under Client’s account.
- Client Data means data, files, records, content, and information submitted to, imported into, connected with, or generated from Client’s use of the Platform, excluding Y2Solution technology and aggregated or de-identified information that does not identify Client or any person.
- Documentation means user guides, technical materials, and usage instructions we provide for the Platform.
- Order Form means a quote, order, subscription selection, statement of work, or other document identifying purchased services, features, fees, and subscription terms.
3. Access and Limited License
Subject to this Agreement, the applicable Order Form, and payment of all required fees, Y2Solution grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to permit its Authorized Users to access and use the Platform solely for Client’s internal business purposes.
The Platform is licensed, not sold. Rights not expressly granted in this Agreement are reserved by Y2Solution and its licensors. Access to beta, pilot, demonstration, preview, or add-on functionality may be subject to additional terms, limits, or availability requirements.
4. Accounts and Authorized Users
Client is responsible for:
- Providing accurate account information and keeping it current.
- Designating appropriate Authorized Users, roles, permissions, entities, and access levels.
- Maintaining the confidentiality of credentials and using reasonable security measures, including multifactor authentication when available.
- All activity occurring through Client’s accounts, except to the extent caused by Y2Solution’s breach of this Agreement.
- Promptly notifying us at accounting@y2solutionconsulting.com of suspected unauthorized access, compromised credentials, or security incidents involving the Platform.
Credentials may not be shared among users. Client must promptly remove or update access when an Authorized User’s role changes or ends.
5. Acceptable Use and Restrictions
You may not, and may not permit another person to:
- Copy, modify, distribute, sell, lease, sublicense, or commercially exploit the Platform except as expressly authorized in writing.
- Reverse engineer, decompile, disassemble, discover source code or underlying models, or create derivative works of the Platform, except where applicable law expressly prohibits this restriction.
- Bypass security, access controls, usage limits, or subscription entitlements, or access another client’s account or data.
- Use the Platform to transmit malicious code, conduct security testing without written authorization, disrupt the Platform, or impose an unreasonable load on our systems.
- Upload or process information you do not have the right or required permission to use.
- Use the Platform unlawfully, fraudulently, deceptively, or in a way that infringes another person’s rights.
- Use automated extraction, scraping, or similar means except through interfaces we expressly make available for that purpose.
- Use the Platform or its outputs to develop or train a competing product or service, except with our prior written consent.
- Remove or obscure proprietary notices, trademarks, or attribution included in the Platform.
6. Client Data and Responsibilities
As between the parties, Client retains its rights in Client Data. Client grants Y2Solution and its service providers a limited right to host, copy, transmit, transform, display, and otherwise process Client Data as necessary to provide, secure, support, and improve the Platform and to fulfill Client’s instructions, subject to this Agreement and our Privacy Policy.
Client represents and warrants that it has all rights, permissions, notices, and lawful bases required to provide Client Data and authorize its processing. Client is responsible for the legality, accuracy, completeness, quality, and integrity of Client Data and for maintaining source records and backups appropriate for its business and legal obligations.
We may create and use aggregated or de-identified information for analytics, security, benchmarking, and service improvement, provided that it does not reasonably identify Client, an Authorized User, or another individual.
7. Third-Party Integrations and Data Imports
The Platform may connect with or receive data from third-party accounting, ERP, banking, storage, payment, or other services at Client’s direction. Third-party services are governed by their own agreements and privacy practices. Y2Solution does not control and is not responsible for a third party’s systems, availability, changes, errors, acts, or omissions.
Client authorizes Y2Solution to access and process information from connected services within the permissions Client grants. Client is responsible for reviewing connection scopes, maintaining necessary third-party accounts and licenses, and promptly disconnecting integrations no longer authorized.
Imports, mappings, synchronizations, currency conversions, consolidations, and classifications may require Client review. Client must validate source-to-Platform totals, mapping rules, periods, entities, and outputs before relying on them. Unless expressly stated otherwise, an integration displayed as “Demo,” “Beta,” “Coming Soon,” “Guided Upload,” or “Custom Integration Assessment” is not a live production connection.
8. Financial Information and Professional Judgment
Vantage OS is a financial information, workflow, analytics, and reporting tool. It does not replace Client’s accounting records, internal controls, professional judgment, or independent review. Platform outputs may be affected by incomplete, delayed, duplicated, incorrectly mapped, stale, or inaccurate source data.
The Platform and its outputs do not constitute accounting, audit, tax, legal, investment, lending, or other regulated professional advice unless such services are separately agreed in writing and provided by a qualified professional. Client remains responsible for its financial statements, filings, decisions, approvals, reconciliations, journal entries, controls, and compliance obligations.
Client must independently review and approve reports, forecasts, recommendations, proposed journal entries, calculations, and other outputs before using or distributing them. No Platform output guarantees future performance, liquidity, financing, compliance, or business results.
9. AI-Assisted Features
Certain features may use artificial intelligence to summarize data, identify patterns, draft commentary, or respond to questions. AI-generated content may be incomplete, inaccurate, misleading, or unsuitable for Client’s circumstances. It may not reflect information outside the data and context made available to the feature.
AI-generated content is provided for informational assistance only and must be reviewed by a qualified human before it is relied upon, submitted, posted, sent, recorded, or used to make a decision. Client may not treat AI-generated content as a substitute for professional advice or required review and approval. Where source links or citations are available, Client should verify them against the underlying records.
10. Confidentiality, Privacy, and Security
Each party may receive nonpublic information that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform or exercise rights under the parties’ agreement, protect it using reasonable care, and disclose it only to personnel and service providers who need to know it and are bound by confidentiality obligations.
Confidential Information does not include information that the receiving party can demonstrate is publicly available without breach, already lawfully known without restriction, independently developed without use of the other party’s Confidential Information, or lawfully received from a third party without a duty of confidentiality. A party may disclose Confidential Information when legally required after giving notice where legally permitted.
Our collection and handling of personal information is described in our Privacy Policy. No system is completely secure. Client is responsible for configuring user access appropriately and using secure devices, networks, and practices when accessing the Platform.
11. Fees, Subscription, and Taxes
Subscription scope, fees, billing frequency, payment terms, usage limits, renewal terms, and add-ons are stated in the applicable Order Form. Unless the Order Form states otherwise, fees are quoted in U.S. dollars, are nonrefundable except as required by law or expressly provided in the parties’ agreement, and exclude applicable taxes.
Client is responsible for applicable sales, use, excise, value-added, or similar taxes arising from its purchase, excluding taxes based on Y2Solution’s net income. We may restrict or suspend access for overdue undisputed amounts after providing notice and a reasonable opportunity to cure.
12. Intellectual Property and Feedback
Y2Solution and its licensors own all rights, title, and interest in the Platform, Documentation, interfaces, designs, software, workflows, models, templates, trademarks, and related technology, including improvements and derivative works. Client receives only the access rights expressly granted in this Agreement.
If Client provides suggestions, ideas, or feedback, Client grants Y2Solution a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction or obligation, provided we do not identify Client as the source without permission.
Client may use reports and exports generated from its Client Data for its internal business purposes and any external purpose permitted by its Order Form, subject to applicable law and third-party rights.
13. Platform Availability and Changes
We may maintain, update, improve, replace, or discontinue Platform features. We will use commercially reasonable efforts to avoid materially reducing purchased core functionality during a paid subscription term and to provide reasonable notice of material changes when practicable.
The Platform may be unavailable due to maintenance, emergencies, third-party failures, internet or hosting disruptions, security events, force majeure events, or circumstances beyond our reasonable control. Any service-level commitment applies only if stated in a separate written agreement.
Beta, pilot, preview, and demonstration features may be changed or withdrawn at any time, may contain errors, and may not be suitable for production use.
14. Suspension, Termination, and Data Export
We may suspend access when reasonably necessary to prevent harm, address a security risk, comply with law, respond to prohibited use, or address overdue undisputed fees. When practicable, we will provide notice and limit the suspension to the affected account or feature.
Either party may terminate this Agreement if the other party materially breaches it and does not cure the breach within 30 days after written notice, or immediately if the breach cannot reasonably be cured. Subscription cancellation and nonrenewal rights are governed by the applicable Order Form.
Upon expiration or termination, Client’s right to use the Platform ends. Subject to payment of amounts due and technical feasibility, Client may request a standard export of available Client Data within 30 days after termination unless the Order Form provides another period. After the applicable period, we may delete or de-identify Client Data in accordance with our retention practices and legal obligations. Sections that by their nature should survive will survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and general terms.
15. Disclaimers
To the maximum extent permitted by law, except for any express warranty stated in a signed agreement, the Platform, documentation, integrations, beta features, and outputs are provided “as is” and “as available.” Y2Solution disclaims all implied or statutory warranties, including merchantability, fitness for a particular purpose, title, noninfringement, accuracy, and uninterrupted or error-free operation.
Y2Solution does not warrant that the Platform will identify every error, fraud, control deficiency, compliance issue, financial risk, or misstatement; that third-party data will be accurate or available; or that outputs will satisfy Client’s professional, regulatory, reporting, or business requirements.
Some jurisdictions do not allow certain warranty exclusions, so portions of this section may not apply to you.
16. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenues, business opportunities, goodwill, anticipated savings, or loss or corruption of data, arising out of or relating to this Agreement, even if advised that such damages were possible.
To the maximum extent permitted by law, each party’s aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Client for the Platform during the 12 months immediately preceding the event giving rise to the claim.
The exclusions and cap above do not apply to Client’s payment obligations; a party’s fraud, willful misconduct, or gross negligence; Client’s breach of the license or acceptable-use restrictions; or liabilities that applicable law does not permit the parties to exclude or limit. Nothing in this Agreement limits rights that cannot lawfully be waived.
17. Indemnification
Client will defend, indemnify, and hold harmless Y2Solution and its officers, employees, and agents from third-party claims, damages, judgments, penalties, and reasonable costs arising from: (a) Client Data; (b) Client’s or an Authorized User’s unlawful or prohibited use of the Platform; or (c) Client’s violation of a third party’s rights, except to the extent caused by Y2Solution’s breach, negligence, or willful misconduct.
The indemnified party must promptly notify the indemnifying party of a claim, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party to control the defense and settlement. No settlement may admit fault by or impose a nonmonetary obligation on the indemnified party without its written consent.
18. Governing Law and Disputes
This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. The state and federal courts located in Miami-Dade County, Florida will have exclusive jurisdiction over disputes arising from or relating to this Agreement, and each party consents to personal jurisdiction and venue in those courts.
Before filing a claim, the parties will attempt in good faith for at least 30 days to resolve the dispute through written notice and discussions between authorized representatives, unless immediate injunctive relief is reasonably necessary. Either party may seek injunctive or equitable relief to protect confidential information, intellectual property, data, or system security.
19. General Terms
Changes to this Agreement
We may update this Agreement to reflect changes in the Platform, law, security practices, or business operations. We will post the updated Agreement and revise the effective date. If a change materially reduces Client’s rights during a paid term, we will provide reasonable notice where required. Continued use after the effective date of an update constitutes acceptance to the extent permitted by law.
Notices
We may provide operational or legal notices through the Platform, by email to the address associated with Client’s account, or by another reasonable method. Legal notices to Y2Solution must be sent to the contact address below.
Assignment
Client may not assign this Agreement without Y2Solution’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets where the assignee agrees in writing to be bound by this Agreement. Y2Solution may assign this Agreement in connection with a merger, reorganization, financing, or sale of its business or relevant assets.
Relationship and third-party beneficiaries
The parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary, franchise, or employment relationship. There are no third-party beneficiaries unless expressly stated.
Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding Client’s payment obligations.
Entire agreement; order of precedence
This Agreement, the Privacy Policy, applicable Order Forms, and any other signed terms constitute the entire agreement concerning the Platform and supersede prior discussions on that subject. If terms conflict, the following order controls: (1) a signed amendment or negotiated agreement; (2) the Order Form; (3) this Agreement; and (4) the Documentation.
Waiver and severability
A waiver must be in writing and applies only to the specific instance stated. If a provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective.
20. Contact Us
Questions or legal notices concerning this Agreement may be directed to:
Y2Solution Consulting, LLC
Email: accounting@y2solutionconsulting.com
Telephone: (786) 261-5071