Terms of service

1. Who we are and this agreement
2. Definitions
3. Eligibility and authority
4. The Services
5. Not legal advice; professional responsibility
6. Accounts and security
7. Firm Content and confidentiality
8. Privilege and legal process
9. Artificial intelligence features
10. Documents, scanning and file conversion
11. Acceptable use
12. Third-party services
13. Packages, fees and payment
14. Term, suspension and termination
15. Data export and deletion
16. Intellectual property and feedback
17. Warranties and disclaimers
18. Limitation of liability
19. Indemnification
20. Mobile app store terms
21. Governing law; service nationwide
22. Dispute resolution and arbitration
23. Changes to the Services and these terms
24. General terms
25. Contact

1. Who we are and this agreement

The VANTAGE app, the websites at vantage.associates and app.vantage.associates, and related services are provided by Elenilson Antonio Alcantara, an individual sole proprietor domiciled in the State of Louisiana, doing business as VANTAGE (“VANTAGE,” “we,” “us” or “our”). VANTAGE is currently operated by an individual rather than a corporation or limited liability company. If VANTAGE is later organised as a business entity, that entity may take over these terms under section 24.

These Terms of Service (the “Terms”) are a binding agreement between VANTAGE and (a) the law firm or other organisation that subscribes to the Services (the “Firm”), and (b) each individual the Firm allows to use the Services (an “Authorised User,” “you”). By creating or using an account, clicking to accept, or using the Services, you agree to these Terms and to our Privacy policy, which forms part of them. If you do not agree, do not use the Services.

If the Firm has signed an order form, proposal or subscription agreement with us (an “Order”), the Order and these Terms together form the agreement. If they conflict, the Order controls, then these Terms, then the Privacy policy.

2. Definitions

• “Services” means the VANTAGE mobile applications, websites, application programming interfaces, server functions, documentation and support we make available.
• “Firm Content” means all data, documents, scans, photos, messages, matters, tasks, templates, text and other material that the Firm or its Authorised Users submit to the Services, together with anything the Services produce from it for the Firm (such as recognised text, PDF copies and AI output).
• “Client Information” means Firm Content relating to the Firm's clients or prospective clients, including information protected by the attorney–client privilege, the work-product doctrine or a duty of confidentiality.
• “AI Features” means features that use third-party artificial-intelligence models to generate, translate, summarise or suggest content.
• “Coordinator” means an Authorised User the Firm has given administrative rights within its workspace.

3. Eligibility and authority

• The Services are a professional tool for law firms, legal departments and their staff. They are not intended for personal, family or household use.
• You must be at least 18 years old and legally able to enter into contracts.
• If you accept these Terms for a Firm, you represent that you have authority to bind it. The Firm is responsible for its Authorised Users' compliance with these Terms.
• You may not use the Services if you are barred from doing so under United States law, including sanctions and export-control law.

4. The Services

VANTAGE provides a secured workspace for practice operations, including matters, tasks, internal messaging, document scanning and storage, document viewing and PDF conversion, firm templates, two-step verification, biometric sign-in, malware scanning of uploads, safety checks of links, and optional AI Features. Features may differ between the mobile app and the websites.

We may update, improve, add or remove features. We will not materially reduce the overall security protections of the Services during a paid subscription term. Some features may be identified as early access or beta. Those are provided for evaluation, may change or end without notice, and are excluded from any service commitments.

5. Not legal advice; professional responsibility

VANTAGE is not a law firm, does not practise law, and does not provide legal advice. No attorney–client relationship is created between VANTAGE and the Firm, any Authorised User or any of the Firm's clients. Nothing in the Services, including AI output, templates, task suggestions, translations or recognised text, is legal advice or a substitute for the independent judgement of a licensed attorney.

The Firm and its lawyers remain solely responsible for:

• all legal advice, filings, deadlines, conflicts checks and work product;
• deciding whether and how to use the Services consistently with the rules of professional conduct and ethics opinions of every jurisdiction in which they practise, including duties of competence (including technological competence), confidentiality, supervision of non-lawyer assistance and of technology vendors, and communication with clients;
• obtaining any client consent the Firm considers necessary before storing Client Information in, or processing it with, the Services or the AI Features; and
• the Firm's own records-retention, litigation-hold and file-return obligations.

On request, we will provide reasonable information about our security practices and providers to help the Firm carry out its own vendor due diligence.

6. Accounts and security

• The Firm decides who receives an account and what role each person has, and must promptly remove access for people who leave or no longer need it.
• Accounts are personal and may not be shared. You must keep your password confidential, use two-step verification where the Firm requires it, and keep your device secured with a passcode or biometric lock.
• You must notify the Firm and us at [email protected] immediately if you suspect unauthorised access to an account or to Firm Content.
• You are responsible for activity under your account, except to the extent caused by our breach of these Terms.
• An Authorised User may delete their own account at any time, as described on our Delete your account page.

7. Firm Content and confidentiality

Ownership

As between the parties, the Firm owns all Firm Content. We claim no ownership of it.

Our limited licence

The Firm grants us a non-exclusive, worldwide, royalty-free licence, for the term of the agreement and any export or deletion period afterwards, to host, copy, transmit, scan for malware, process, convert and display Firm Content only as needed to (a) provide, secure and support the Services for the Firm; (b) prevent or address technical, security or fraud problems; and (c) comply with law. We may permit our service providers to do the same on our behalf, under written obligations at least as protective as these Terms.

Confidentiality

We will treat Firm Content as confidential information of the Firm. We will:

• not access Firm Content except as needed for the purposes above, at the Firm's request (for example, a support request), or as required by law;
• not sell Firm Content, use it for advertising, or use it to train artificial-intelligence models;
• limit access to those who need it for those purposes and who are bound by confidentiality obligations; and
• protect it with reasonable administrative, technical and physical safeguards, as described in our Privacy policy.

We may create and use aggregated, de-identified statistics about use of the Services, such as counts of uploads or AI requests, that do not identify the Firm, any individual or any Client Information, to operate and improve the Services.

The Firm's responsibilities

The Firm represents that it has all rights, consents and authority needed to submit Firm Content and to have us process it under these Terms, and that doing so will not violate any law, court order, protective order or obligation to a third party. The Firm should not upload information that is subject to legal restrictions the Services are not designed for, such as classified information or export-controlled technical data, unless we have agreed in writing.

8. Privilege and legal process

The parties intend that storing Client Information with VANTAGE, as the Firm's technology provider, does not waive any privilege or protection. We will not voluntarily disclose Firm Content to third parties.

If we receive a subpoena, warrant, court order or other legal demand for Firm Content, we will, unless legally prohibited: (a) direct the requesting party to seek the information from the Firm; (b) promptly notify the Firm and provide a copy of the demand so the Firm can seek a protective order or other remedy; and (c) disclose only the minimum we are legally required to disclose. If we are prohibited from notifying the Firm, we will challenge an overly broad demand where we reasonably believe there are lawful grounds to do so.

9. Artificial intelligence features

• Optional and controlled by the Firm. AI Features are turned on or off, and the model provider chosen, by the Firm's Coordinators. Usage may be capped each month according to the Firm's package.
• Third-party models. When an AI Feature is used, the text needed for that request is sent to the provider the Firm has chosen (currently Anthropic or OpenAI) through business programming interfaces whose terms do not permit the provider to train its models on that data. The Firm's use of AI Features is also subject to those providers' usage policies.
• Accuracy. AI output is generated automatically and may be inaccurate, incomplete, out of date or inappropriate for a particular matter, and may include fabricated citations or facts. All AI output must be reviewed and verified by a qualified person before anyone relies on it, files it, or shares it with a client or tribunal.
• Proposals, not actions. Suggested tasks, assignments, plans and drafts are proposals until an Authorised User accepts them.
• Disclosure. The Firm is responsible for any disclosure of AI use to clients or courts that its jurisdiction, a court rule or a client agreement requires.
• Ownership of output. As between the parties, AI output generated for the Firm is Firm Content. Because similar prompts can produce similar output, we do not warrant that output is unique.

10. Documents, scanning and file conversion

• The Services accept the file types shown in the app, currently PDF, Word (.docx), Excel (.xlsx), text and JPG/PNG images, up to the size limits shown.
• Every uploaded file is held in quarantine and checked for malware before anyone can open it. A file that fails the check is rejected and deleted. Malware scanning reduces risk but cannot detect every threat.
• Text recognition (OCR), barcode reading, Word previews and PDF conversion run on the user's device. Recognised text, previews and converted PDFs are created automatically and may contain errors or omit formatting, images or content. The Firm must check them against the original before relying on them, particularly for filings, signatures, exhibits and records.
• A PDF copy is a new document. Converting a document does not change or replace the original.
• The Firm is responsible for keeping original paper records for as long as law or its professional obligations require.

11. Acceptable use

You must not, and must not allow anyone else to:

• use the Services in violation of any law, regulation, court order or rule of professional conduct;
• upload content that you do not have the right to store, or that infringes or misappropriates anyone's rights;
• upload malware, or attempt to bypass the malware scan, link checks, access controls, two-step verification, rate limits or usage caps;
• attempt to access another firm's workspace, another user's account, or data you are not authorised to see;
• probe, scan or test the vulnerability of the Services, or conduct penetration testing, without our prior written permission;
• interfere with or disrupt the Services, or place an unreasonable load on our infrastructure;
• copy, modify, decompile, disassemble or reverse engineer the Services, except to the extent applicable law expressly permits despite this restriction;
• use the Services or AI Features to harass, threaten, defame or discriminate against anyone, to send spam, or to generate content that violates our AI providers' usage policies;
• use the Services to build or train a competing product or model, or to scrape or benchmark the Services for publication without our consent; or
• sell, resell, sublicense or provide the Services to anyone other than the Firm's Authorised Users.

12. Third-party services

The Services rely on third-party providers (listed in our Privacy policy) and may link to or work with third-party products such as app stores, AI models and the device's own viewer or print service. We are not responsible for third-party products the Firm or a user chooses to use outside the Services. A user who opens a file in another app on their device does so under that app's terms.

13. Packages, fees and payment

• Packages. VANTAGE is offered in packages sized to the Firm. The package, number of users, fees, billing period and any trial are stated in the Firm's Order or the written quote we provide.
• Invoices. Unless the Order says otherwise, fees are billed in advance and payable in U.S. dollars within 30 days of the invoice date.
• Taxes. Fees exclude sales, use, value-added and similar taxes, which the Firm will pay (other than taxes on our income).
• Late payment. Overdue amounts may bear interest at the lesser of 1% per month or the highest rate permitted by law. After at least 15 days' written notice, we may suspend the Services until overdue amounts are paid. The Firm will reimburse our reasonable costs of collection, including attorney fees, for amounts not disputed in good faith.
• Renewal and price changes. Subscriptions renew for the same period unless either party gives notice of non-renewal at least 30 days before the end of the current term. We will give at least 30 days' notice of any fee increase, which takes effect at the next renewal.
• No refunds. Fees are non-refundable except as required by law or as stated in section 14 or section 23.
• Disputed invoices. The Firm must notify us of a good-faith dispute about an invoice within 30 days of receiving it, and the parties will work together to resolve it.

14. Term, suspension and termination

• Term. These Terms apply from the moment you first use the Services until the Firm's subscription ends and any export or deletion period has passed.
• Suspension. We may immediately suspend access for an account or a Firm if we reasonably believe that (a) its use poses a security risk to the Services or other customers; (b) it breaches section 11; (c) suspension is required by law; or (d) undisputed fees are overdue as described in section 13. We will notify the Firm, where practical in advance, and restore access once the issue is resolved.
• Termination for breach. Either party may terminate the agreement if the other materially breaches it and does not cure the breach within 30 days after written notice.
• Termination for convenience. The Firm may stop using the Services at any time, but unless the Order says otherwise, fees for the current paid term are not refunded.
• If we discontinue the Services. If we decide to discontinue the Services entirely, we will give at least 60 days' notice, refund any prepaid fees for the period after discontinuation, and provide the export described in section 15.
• Survival. Sections 5, 7, 8, 13 (for amounts owed), 15 through 19, 21, 22 and 24 survive termination.

15. Data export and deletion

During the subscription and for 30 days after it ends, the Firm may request an export of its Firm Content in standard formats (for example, original uploaded files, scanned pages and PDF copies, and structured data in CSV or JSON). After that period we will delete Firm Content from active systems within 90 days, and from backups as they are overwritten in the normal course, unless the law requires us to keep it or the Firm asks us in writing to delete it sooner. On request we will confirm deletion in writing.

16. Intellectual property and feedback

The Services, including their software, design, text, graphics and the VANTAGE name and logo, are owned by us or our licensors and protected by intellectual-property laws. Subject to these Terms and payment of fees, we grant the Firm and its Authorised Users a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the subscription for the Firm's internal business purposes. All rights not expressly granted are reserved.

If you send us suggestions or feedback, we may use them without obligation to you, provided we do not identify you or the Firm or disclose Firm Content. Claude is a trademark of Anthropic, PBC; ChatGPT is a trademark of OpenAI; Google Play is a trademark of Google LLC; App Store is a service mark of Apple Inc. We are not affiliated with or endorsed by these companies.

17. Warranties and disclaimers

Mutual. Each party represents that it has the authority to enter into this agreement.

Our commitments. During a paid subscription we will (a) provide the Services with reasonable skill and care, consistent with generally accepted industry standards; (b) not materially reduce their overall security; and (c) use commercially reasonable efforts to keep them free of malicious code. The Firm's exclusive remedy for breach of this paragraph is for us to correct the problem or, if we cannot do so within a reasonable time, for the Firm to terminate the affected Services and receive a refund of prepaid fees for the remaining term.

Except as expressly stated in this section, and to the fullest extent permitted by law, the Services, AI output, recognised text, previews and converted files are provided “as is” and “as available,” and we disclaim all other warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and uninterrupted or error-free operation. We do not warrant that malware scanning, link checks or AI features will detect every threat or error.

Waiver of redhibition. To the extent the Services or any component of them could be considered a thing sold under Louisiana law, the Firm and each Authorised User expressly waive the warranty against redhibitory defects and any right to rescission or reduction of the price under Louisiana Civil Code articles 2520 through 2548, and any other warranty provided by law, including the warranty of fitness for the user's particular purpose. The Firm acknowledges that this waiver has been brought to its attention, has been explained in plain language in this section, and is part of the agreed price.

18. Limitation of liability

To the fullest extent permitted by law: (a) neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill, business opportunity or data, however caused and even if advised of their possibility; and (b) each party's total cumulative liability arising out of or relating to these terms or the Services will not exceed the fees paid and payable by the Firm for the Services in the twelve months before the event giving rise to the claim, or one hundred U.S. dollars if no fees were paid.

These limits do not apply to (i) the Firm's obligation to pay fees; (ii) a party's indemnification obligations under section 19; (iii) a party's breach of its confidentiality obligations caused by its intentional or grossly negligent conduct; or (iv) any liability that cannot be limited or excluded under applicable law. In particular, consistent with Louisiana Civil Code article 2004, nothing in these Terms excludes or limits liability for intentional or gross fault or for physical injury.

The Firm acknowledges that it is responsible for professional malpractice risk arising from its legal work, and that our fees reflect the allocation of risk in this section.

19. Indemnification

By us. We will defend the Firm against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe a United States patent, copyright or trademark or misappropriate a trade secret, and will pay damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Firm Content, third-party products, AI output, modifications not made by us, or combinations with items we did not provide. If the Services are, or we believe are likely to be, subject to such a claim, we may obtain the right for the Firm to keep using them, modify them to be non-infringing, or terminate the affected Services and refund prepaid fees for the remaining term. This paragraph states our entire liability for infringement claims.

By the Firm. The Firm will defend VANTAGE and its owner against any third-party claim (including a claim by a client of the Firm) arising from (a) Firm Content; (b) the Firm's legal services or advice, including any reliance on AI output; or (c) use of the Services by the Firm or its Authorised Users in breach of these Terms or the law, and will pay damages and costs finally awarded or agreed in settlement.

Process. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement (but no settlement may impose an obligation or admission on the indemnified party without its consent, which may not be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.

20. Mobile app store terms

If you download the VANTAGE app from the Apple App Store or Google Play (each an “App Store”):

• These Terms are between you and VANTAGE only, not the App Store operator, and VANTAGE, not the App Store operator, is responsible for the app and its content.
• Your licence to use the app is limited to devices you own or control, as permitted by the App Store's usage rules.
• The App Store operator has no obligation to provide maintenance or support for the app.
• If the app fails to conform to any applicable warranty, you may notify the App Store operator, which may refund the purchase price (if any). To the maximum extent permitted by law, the App Store operator has no other warranty obligation regarding the app.
• VANTAGE, not the App Store operator, is responsible for addressing any claims relating to the app, including product-liability claims, claims that the app fails to meet legal or regulatory requirements, consumer-protection claims, and claims that the app infringes a third party's intellectual property rights.
• You represent that you are not located in a country subject to a U.S. government embargo or designated as a “terrorist supporting” country, and that you are not on any U.S. government list of prohibited or restricted parties.
• Apple Inc. and its subsidiaries, and Google LLC, are third-party beneficiaries of this section and may enforce it against you.

21. Governing law; service nationwide

VANTAGE offers the Services to law firms located throughout the United States. Regardless of where the Firm or any Authorised User is located, these Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of the State of Louisiana, without giving effect to any choice-of-law rule that would apply the law of another jurisdiction, and by applicable federal law. The Federal Arbitration Act governs the interpretation and enforcement of section 22. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

This choice of law does not reduce any protection that the law of the state where you live gives you and that cannot be waived by contract, including state privacy and data-breach notification rights described in our Privacy policy, and does not change the rules of professional conduct that govern each Firm in its own jurisdictions.

Subject to section 22, the state and federal courts located in the State of Louisiana have exclusive jurisdiction over any dispute that is not arbitrated, and each party consents to personal jurisdiction and venue there. Either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property.

22. Dispute resolution and arbitration

Informal resolution first. Before starting arbitration or a lawsuit, a party must send the other a written notice describing the dispute and the relief sought (to us at [email protected]), and the parties will try in good faith to resolve it for 45 days.

Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will be seated in Louisiana and, at either party's request, conducted by video conference. The arbitrator may award any relief available in court, consistent with these Terms, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, and not a court, decides questions of arbitrability, except that a court decides the enforceability of the class-action waiver below.

Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek the injunctive relief described in section 21 in court.

Class-action and jury waiver. Disputes will be resolved only on an individual basis. Neither party may bring or participate in a class, collective, consolidated or representative action or arbitration. To the extent any dispute proceeds in court, each party waives its right to a trial by jury to the fullest extent permitted by law.

Costs. Each party bears its own attorney fees and costs, except as the arbitrator may award under applicable law or as provided in section 13. Filing and arbitrator fees are allocated under the AAA's rules.

Time limit. To the extent permitted by law, any claim must be brought within one year after the claimant knew or should have known of it, or it is permanently barred.

Severability. If the class-action waiver is found unenforceable as to a claim, that claim will proceed in court under section 21 and not in arbitration, and the rest of this section will continue to apply.

23. Changes to the Services and these terms

We may update these Terms from time to time. We will post the updated Terms here and change the date at the top. For material changes, we will give at least 30 days' notice by email to the Firm's Coordinators or in the app before they take effect. Changes do not apply retroactively or to a dispute that arose before the change. If the Firm objects to a material change, it may terminate before the change takes effect and receive a pro-rata refund of prepaid fees for the remaining term. Continuing to use the Services after the effective date means you accept the updated Terms.

24. General terms

• Electronic communications and signatures. You consent to receive notices and agreements electronically, which satisfy any requirement that they be in writing, consistent with the Louisiana Uniform Electronic Transactions Act and the federal E-SIGN Act.
• Notices. We may send notices to the email address associated with the Firm's Coordinators or by posting in the app. Notices to us go to [email protected] (privacy matters to [email protected]).
• Assignment. The Firm may not assign these Terms without our written consent, except to a successor of its entire practice that agrees to them. We may assign these Terms, without consent, to an entity we form or control, or to an acquirer of all or substantially all of the Services, provided the assignee assumes our obligations, including confidentiality. We will notify the Firm of any assignment.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters including hurricanes and floods, utility or internet failures, failures of third-party hosting providers, war, terrorism, labour disputes or government action, provided it uses reasonable efforts to resume performance. This does not excuse payment obligations.
• Independent parties. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary or employment relationship.
• No third-party beneficiaries, except as stated in section 20.
• Export and sanctions. You will comply with U.S. export-control and sanctions laws in using the Services.
• U.S. government users. The Services are “commercial computer software” provided with only the rights granted to all other users under these Terms.
• Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest will remain in effect. Failure to enforce a provision is not a waiver.
• Interpretation. Headings are for convenience. “Including” means “including without limitation.” These Terms will not be construed against the drafter. The English version controls.
• Entire agreement. These Terms, the Privacy policy and any Order are the entire agreement on their subject and supersede prior proposals and discussions. Terms in a Firm's purchase order or similar document do not apply.

25. Contact

Elenilson Antonio Alcantara, doing business as VANTAGE
State of Louisiana, United States
General and legal notices: [email protected]
Privacy and security: [email protected]
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