These Terms of Use (these "Terms") are a binding agreement between VTS Labs LLC, a Florida limited liability company ("VTS," “VTS Labs,” "we," "us," or "our"), and you, the individual or entity accessing or using www.vtslabs.com or any of its subdomains or pages (the "Site") or purchasing our website-as-a-service and/or other services offered from time to time (the "Service"). By accessing or using the Site, or by checking the acceptance box, clicking "Pay," "Subscribe," “Accept,” or a similar button at checkout, or otherwise purchasing or using the Service, you accept and agree to be bound by these Terms. If you do not agree to these Terms or our Privacy Policy, do not use the Site or purchase the Service.
Our Privacy Policy, available at https://waas.vtslabs.com/privacy-policy, describes how we collect, use, and share personal information. The Privacy Policy is incorporated herein by reference.
PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE: (A) AN AUTOMATIC ANNUAL RENEWAL AND RECURRING BILLING AUTHORIZATION (SECTION 4); (B) A NO-REFUND POLICY (SECTION 7); (C) PROVISIONS CONFIRMING THAT VTS OWNS THE WEBSITE PLATFORM, CODE, AND TEMPLATES AND THAT YOUR WEBSITE IS TAKEN OFFLINE AND NO FILES ARE TRANSFERRED WHEN YOUR SUBSCRIPTION ENDS (SECTIONS 12–14); (D) DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY (SECTIONS 21–22); AND (E) A JURY TRIAL WAIVER AND CLASS ACTION WAIVER (SECTION 24).
1. Eligibility; Business Use
The Service is offered to businesses and business owners for business purposes. By using the Site or purchasing the Service, you represent and warrant that: (a) you are at least 18 years old; (b) you are acquiring the Service for business or commercial purposes and not for personal, family, or household purposes; and (c) when you are acting on behalf of a company or other legal entity, you have the authority to bind that entity, in which case "Customer," "you," and "your" refer to that entity. You further represent that neither you nor any entity on whose behalf you act is subject to sanctions administered by the U.S. government (including by the Office of Foreign Assets Control) or located in any country or region subject to a comprehensive U.S. embargo, and you will comply with all applicable U.S. export control and sanctions laws in connection with the Service.
2. Use of the Site
2.1 License. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your internal business purposes, including learning about and purchasing the Service.
2.2 Restrictions. You may not: (a) copy, modify, distribute, sell, or lease any part of the Site or its content; (b) scrape, harvest, or use automated means to access the Site; (c) reverse engineer or attempt to extract the source code of any software on the Site; (d) interfere with or disrupt the Site or its security features; (e) frame or mirror the Site; or (f) use the Site to build or support a competing product or service.
2.3 Site Content. The Site and all text, graphics, logos, designs, software, and other content on it are owned by VTS or its licensors and are protected by copyright, trademark, and other intellectual property laws. Except for the limited license in Section 2.1, no rights in the Site or its content are granted to you. Content on the Site is provided for general informational purposes only, does not constitute professional or other advice, and should not be relied upon as such.
3. The Service; Orders; Scope
3.1 The Service. The Service may include a "website as a service" subscription under which VTS designs, builds, hosts, and maintains a website for your business on VTS’s platform in exchange for a recurring annual subscription fee. The service tiers we offer, their current annual fees, and the features and scope included in each tier are described on our pricing page at https://waas.vtslabs.com and on your checkout page. The Service includes only those features, services, and deliverables expressly described in your selected tier and applicable order; any services, features, or deliverables not expressly specified therein are excluded from the Service and, if offered by VTS, may be subject to additional fees and separate written agreement.
3.2 Orders. To purchase the Service, you will complete an online checkout that identifies your selected service tier, the annual subscription fee, and related details (your "Order"). Your Order, these Terms, and any policies expressly referenced in them together form the entire agreement between you and VTS regarding the Service (the "Agreement"). If your Order conflicts with these Terms, the Order controls as to the service tier, fee, and start date, and these Terms control as to everything else.
3.3 Scope; Standard Websites. Standard subscription tiers may cover things like design, hosting, and maintenance of an informational, brochure, or landing-page style website as described for your tier. Tiers identified on the Site or in your Order as including the limited e-commerce option are also subject to Section 3.7 (Store Features). E-commerce functionality beyond the Store Features described in Section 3.7, custom web applications, custom integrations, and other advanced features are not included in standard tiers. If VTS agrees to provide any such custom work, it must be documented in a separate written agreement or order and may be subject to additional fees.
3.4 Maintenance and Updates. Routine maintenance and content updates are included only to the extent described for your tier on the Site. VTS may decline requests outside your tier’s scope or offer to perform them for an additional charge. Customer revision and update requests are also subject to the thresholds and requirements in Section 8.3 (Revisions and Update Requests).
3.5 Changes to the Service. We may improve, modify, or update the Service, our platform, and our templates from time to time, provided the changes do not materially reduce the core functionality of your tier during a paid billing cycle.
3.6 Artificial Intelligence Tools. VTS may use artificial intelligence and machine-learning tools, including third-party tools, to assist in providing the Services ("AI Tools"). You acknowledge and agree that: (a) Customer Content and related information you provide may be processed by AI Tools as an input; (b) Services and deliverables may include AI-generated elements; and (c) AI-generated output may contain errors or inaccuracies, and you are responsible for reviewing and approving the content of your website. VTS makes no representation or warranty with respect to AI-generated output.
3.7 Limited E-Commerce Option (Store Features). Certain tiers identified on the Site or in your Order may include a limited e-commerce option consisting of a basic product catalog of up to a certain number of products with basic cart and checkout functionality (the "Store Features"). Store Features do not include inventory management, tax calculation or automation, shipping or fulfillment logistics, marketplace or multi-vendor functionality, or other advanced commerce features, and VTS may establish and adjust reasonable technical limits for the Store Features in its sole discretion. Anything beyond the Store Features is custom work under Section 3.3. If your tier includes Store Features, the following also apply:
(a) You Are the Merchant of Record. You are the sole merchant of record for all products and services sold through your website. Every sale is solely between you and your buyer. VTS is not a party to, and has no responsibility for, any transaction between you and your buyers, and VTS is not a seller, reseller, retailer, distributor, broker, agent, payment processor, money transmitter, or escrow agent with respect to your sales.
(b) Payments; Cardholder Data. All payments for your sales flow directly from your buyers to your own payment processor account (such as your own Stripe account) under your own agreement with that processor. VTS does not receive, hold, route, or control buyer funds; does not collect or store cardholder or other payment data (which is collected and processed by your payment processor); and is not responsible for the acts or omissions of your payment processor. You are responsible for establishing and maintaining your processor account, for all processor fees, and for any PCI DSS or other payment-security obligations allocated to you as the merchant.
(c) Products; Fulfillment; Taxes. You are solely responsible for your products and services and everything about their sale, including listings, descriptions, images, and pricing; order acceptance and fulfillment; shipping and delivery; returns, refunds, and cancellations; buyer service and support; warranties; and product quality, safety, labeling, and recalls. You are solely responsible for determining, calculating, collecting, reporting, and remitting all sales, use, excise, and other taxes on your sales; the Service does not calculate, collect, or automate taxes for you.
(d) Refunds; Disputes; Chargebacks. VTS has no responsibility or liability for any transaction, refund, dispute, or chargeback between you and your buyers or your payment processor, and you will resolve all such matters directly with your buyers and your processor. (Section 18.2 continues to govern chargebacks on your subscription fees owed to VTS.)
(e) Store Compliance; Policies. Section 10 (Your Legal Compliance; Website Policies; Accessibility) applies fully to the Store Features and to every buyer-facing page and checkout flow of your website. Without limiting Section 10, you are solely responsible for your store’s compliance with all laws applicable to selling your products and services online — including consumer protection, advertising, pricing, and disclosure laws; distance-selling and cancellation requirements; product-specific and industry-specific regulations; privacy and data-protection laws with respect to buyer information; and accessibility laws (including the Americans with Disabilities Act and WCAG-based claims) — and for adopting, posting, and honoring your own store policies, including your privacy policy, terms of sale, and refund, return, and shipping policies. VTS MAKES NO REPRESENTATION OR WARRANTY THAT THE STORE FEATURES OR YOUR STORE WILL COMPLY WITH ANY LEGAL OR REGULATORY REQUIREMENT APPLICABLE TO YOU OR YOUR SALES.
(f) Buyer Data. As between you and VTS, you own and control all buyer information collected through your store. To the extent buyer information (other than cardholder data, which is handled by your payment processor and is never stored by VTS) transits or resides on VTS’s hosting infrastructure, VTS processes it solely on your behalf and at your direction as your service provider and will direct any buyer requests concerning that information to you.
3.8 AI Assistant Option. Certain tiers identified on the Site or in your Order may include an automated assistant that responds to inquiries from your customers and other members of the public (the "AI Assistant"). Where your tier includes it, VTS will configure the AI Assistant during onboarding to operate on website chat and/or messaging or inbox channels you already use, as agreed with you. The AI Assistant is an AI Tool for purposes of Section 3.6, and the following also apply:
(a) Your Channels and Third-Party Accounts. You are responsible for obtaining and maintaining any third-party accounts, numbers, pages, or platforms the AI Assistant is connected to, for granting and maintaining the access required to operate it, and for complying with the terms of those third parties. Section 19 (Third-Party Services and Materials) applies. VTS does not provide telephone numbers or messaging service and is not responsible for any third-party platform's availability, policies, enforcement actions, or suspension of your account.
(b) Fair Use Limit. The AI Assistant is subject to a fair use limit of 1,000 conversations per calendar month per customer. A conversation means a single exchange with one person, however many messages it contains. If the limit is reached, the AI Assistant will continue to collect inquiries and pass them to you but will stop generating responses until the next month. VTS may adjust this limit on reasonable notice and may apply reasonable technical limits to prevent abuse, automated traffic, or use that materially exceeds ordinary business use.
(c) Output; Your Responsibility. The AI Assistant generates responses automatically and its output may be inaccurate, incomplete, or inappropriate to the circumstances. You are responsible for reviewing its behavior and for the content of communications sent from your channels. The AI Assistant does not provide legal, medical, financial, or other professional advice, and you will not configure or use it to do so, to make binding commitments on your behalf, to quote prices you are not willing to honor, or to collect payment card, financial account, health, or other sensitive information. VTS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO AI ASSISTANT OUTPUT OR THAT IT WILL BE ACCURATE, AVAILABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.
(d) Disclosure; End-User Data. Certain laws require that a person be told they are communicating with an automated system rather than a human. You authorize and direct VTS to configure the AI Assistant to make that disclosure, and you are responsible for your own compliance with those laws and with any consent, notice, recording, or messaging requirements applicable to the channels you connect. As between you and VTS, you own and control the content of conversations between the AI Assistant and your customers; VTS processes that content solely on your behalf and at your direction as your service provider in order to provide the Service. Section 10 (Your Legal Compliance) applies fully to the AI Assistant.
(e) Suspension. VTS may suspend or disable the AI Assistant, in whole or in part, if it is used in violation of Section 17 (Acceptable Use) or these Terms, if a third-party platform requires it, or if continued operation presents a security, legal, or abuse risk. Suspension of the AI Assistant does not affect the remainder of your Service.
4. Subscription Term; Automatic Renewal
YOUR SUBSCRIPTION AUTOMATICALLY RENEWS. YOUR SUBSCRIPTION BEGINS ON THE DATE YOU COMPLETE CHECKOUT AND CONTINUES ON A YEAR-TO-YEAR BASIS. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW EACH YEAR, AND THE PAYMENT METHOD YOU PROVIDE WILL BE AUTOMATICALLY CHARGED THE THEN-CURRENT ANNUAL FEE FOR YOUR TIER (PLUS APPLICABLE TAXES) AT THE START OF EACH ANNUAL BILLING CYCLE, UNTIL YOU CANCEL AS DESCRIBED IN SECTION 7. YOU MAY CANCEL AT ANY TIME, EFFECTIVE AT THE END OF YOUR THEN-CURRENT BILLING CYCLE.
5. Fees; Billing; Payment
5.1 Fees. You will pay the annual subscription fee stated in your Order, billed annually in advance. Except as expressly provided in these Terms or required by applicable law, all fees are non-refundable.
5.2 Payment Processing. Payments are processed by a third-party payment processor (currently Stripe, Inc.). You must provide a valid credit or debit card (or other payment method we accept) and you authorize us and our payment processor to store your payment credentials and to charge them on a recurring basis for the subscription fees and any other amounts you owe under the Agreement, plus applicable taxes. Your use of the processor’s services may also be subject to the processor’s own terms and privacy policy.
5.3 Billing Start. Billing begins on the date of checkout, regardless of the status or timing of your website build or launch (see Section 8).
5.4 Taxes. Fees are exclusive of sales, use, and similar taxes. You are responsible for all such taxes arising from your purchase, other than taxes on VTS’s income.
5.5 Billing Questions. If you believe a charge is incorrect, contact us at support@vtslabs.com within thirty (30) days of the charge so we can work with you to resolve it.
6. Price Changes
We may change our subscription fees or introduce new fees by giving you at least thirty (30) days’ advance notice by email to the address associated with your account. The new fee will take effect on your first renewal date that occurs after the notice period expires. If you do not agree to the change, your sole remedy is to cancel your subscription before the new fee takes effect; your continued subscription after the effective date constitutes your acceptance of the new fee.
7. Cancellation; No Refunds
7.1 How to Cancel. You may cancel your subscription at any time by using the self-serve cancellation option in your account billing portal or by emailing support@vtslabs.com from the email address associated with your account. We will send you an email confirming your cancellation.
7.2 When Cancellation Takes Effect. Cancellation takes effect at the end of your then-current annual billing cycle. To avoid being charged for the next billing cycle, you must cancel before your next renewal date. After you cancel, you will not be charged for any subsequent billing cycle, and the Service will continue through the end of the period you have already paid for, after which your website will be taken offline as described in Section 13.
7.3 No Refunds. Except for uptime credits under Section 16, or as required by applicable law, all payments are non-refundable and there are no refunds or credits for partial years, unused Service, or websites that are cancelled before or after launch. We may, in our sole discretion, issue a refund or credit in a particular case; doing so does not obligate us to do so in any other case.
8. Website Build; Launch; Your Cooperation
8.1 Build Process. Depending on your Order, VTS will build website-as-a-service purchases after checkout, in which case the build typically takes approximately three (3) to four (4) weeks, depending on your tier and the timeliness of your feedback. All build and launch timelines are good-faith estimates only and are not guaranteed.
8.2 Your Cooperation. You will promptly provide the content, materials, information, approvals, feedback, and (where applicable) domain/DNS or registrar access reasonably needed for VTS to build and launch your website. Delays caused by you (including delays in providing content or feedback) do not extend, suspend, or excuse billing, and VTS is not responsible for delays caused by you or by third parties. VTS may require you to complete an intake questionnaire or discovery form before beginning the build, and the build timeline does not begin until intake is complete. Feedback on each draft must be provided as a single consolidated set of comments. If you do not provide consolidated feedback or approval within ten (10) business days after VTS delivers a draft or revision, that draft will be deemed approved and VTS may proceed to launch.
8.3 Revisions and Update Requests. Design revisions during the build are included only as described for your tier; unless your tier expressly states otherwise, the build includes up to two (2) rounds of consolidated revisions before launch. After launch, unless your tier expressly includes more, you may submit one (1) consolidated revision or update request in any six (6)-month period. Each request must be submitted as a single consolidated list of changes, and VTS may treat multiple requests submitted within any thirty (30)-day period as a single request. Revision and update requests do not include redesigns, rebrands, new pages or features beyond your tier's scope, or custom work under Section 3.3. VTS may decline, or separately quote, any request beyond your tier's included scope or the thresholds in this Section 8.3.
9. Customer Content
9.1 Definition; Ownership. "Customer Content" means the text, images, photographs, logos, trademarks, product and service information, and other materials that you provide to VTS, or approve, for use on your website. As between you and VTS, you retain all ownership rights in Customer Content.
9.2 License to VTS. You grant VTS a non-exclusive, worldwide, royalty-free license, for the duration of your subscription, to host, store, copy, reproduce, display, publish, format, resize, and adapt Customer Content as reasonably necessary to build, operate, maintain, market, and provide your website and the Service, including the right to display screenshots or examples of the website (with or without identifying your business) in VTS’s marketing, portfolio, and promotional materials.
9.3 Your Warranties. You represent and warrant that: (a) you own or have all rights, licenses, consents, and permissions necessary to use the Customer Content and to grant the license above; (b) the Customer Content and its use on your website do not and will not infringe, misappropriate, or violate any intellectual property, publicity, privacy, or other rights of any third party; and (c) the Customer Content is accurate, not misleading, and complies with all applicable laws.
9.4 Removal. VTS has no obligation to review Customer Content but may refuse, remove, or disable any content that VTS reasonably believes violates law, third-party rights, or Section 17 (Acceptable Use). The Service is not a backup or archival service. You are solely responsible for retaining your own independent copies of all Customer Content. VTS’s servers and systems are not an archive, and VTS shall have no liability for any loss, damage, or destruction of Customer Content or website files for any reason.
10. Your Legal Compliance; Website Policies; Accessibility
As between you and VTS, you are solely responsible for your website, your business, and the products and services you offer, including compliance with all laws and regulations applicable to them — such as consumer protection, advertising, and marketing laws; e-commerce and distance-selling laws applicable to your own sales; industry-specific regulations; privacy and data protection laws; and accessibility laws, including the Americans with Disabilities Act and analogous state and local laws and any accessibility standards or guidelines (such as WCAG). The Service and VTS’s hosting infrastructure are not designed, intended, or warranted to create a PCI DSS, HIPAA, or other regulated-data environment. You are solely responsible for any compliance obligations applicable to your business or the data you collect.
You are solely responsible for adopting, publishing, and maintaining your own website privacy policy, terms of use or service, cookie or tracking disclosures, and any other legally required notices or disclosures for your website and business. VTS DOES NOT PROVIDE LEGAL ADVICE OR OTHER PROFESSIONAL ADVICE (INCLUDING MARKETING, SEO, OR ACCESSIBILITY GUIDANCE), AND VTS DOES NOT REPRESENT OR WARRANT THAT ANY WEBSITE, TEMPLATE, DESIGN, FEATURE, OR CONTENT PROVIDED UNDER THE SERVICE WILL COMPLY WITH THE ADA, WCAG, ANY PRIVACY OR DATA PROTECTION LAW, OR ANY OTHER LEGAL OR REGULATORY REQUIREMENT APPLICABLE TO YOU.
11. Communications; Electronic Contracting
You consent to receive communications from VTS electronically, including by email to the address associated with your account and, if you provide a telephone number, by phone call or text message concerning your account and the Service. You agree that electronic communications and records satisfy any legal requirement that a communication be in writing, and that your electronic acceptance of these Terms has the same force as a handwritten signature. Service and transactional messages (such as billing, renewal, and cancellation confirmations) are part of the Service and will continue even if you opt out of marketing messages. Keep your contact and billing information current. Calls with VTS may be monitored or recorded where permitted by law and with any legally required notice.
12. VTS Intellectual Property; Your Website License
12.1 VTS Property. VTS and its licensors exclusively own all right, title, and interest in and to the Site, the Service, and VTS’s platform, software, source code and object code, HTML/CSS and scripts, designs, layouts, themes, templates, components, tools, processes, documentation, and know-how, together with all modifications, improvements, and derivative works of any of the foregoing, and the websites VTS builds (excluding Customer Content) (collectively, "VTS Property"). VTS’s templates, components, and tools are reused across VTS’s customers, and nothing in the Agreement transfers any ownership of VTS Property to you.
12.2 Website License. During your active, paid subscription, VTS grants you a limited, non-exclusive, non-transferable, non-sublicensable license for the website built for you (including the VTS Property embodied in it) to be hosted by VTS and displayed publicly for the promotion of your business. This license does not include delivery of, or any right to receive, source code, design files, exports, or development files, and it ends automatically when your subscription ends. The website is built on, and is dependent upon, VTS’s proprietary platform, templates, and tools. Any attempt to export, scrape, reverse-engineer, copy, or migrate the website (other than Customer Content that you already possess) to another platform or host is prohibited and constitutes a material breach of this Agreement.
12.3 Feedback. If you provide suggestions or feedback about the Service, VTS may use them without restriction or obligation to you.
12.4 Reservation. All rights not expressly granted are reserved by VTS.
13. Effect of Cancellation or Termination
When your subscription ends for any reason: (a) your website will be taken offline and hosting will cease; (b) all licenses granted to you under the Agreement end; (c) VTS has no obligation to deliver, transfer, or license the website, its source code, design files, exports, or any other files or work product to you or any third party; (d) you retain your Customer Content (from your own copies) and your domain name as described in Section 15; (e) VTS may permanently delete website files and related data at any time on or after thirty (30) days following the effective date of termination; and (f) all amounts accrued before termination remain due. Sections that by their nature should survive termination (including Sections 9.3, 10, 12, 13, 14, 15, and 20–25) survive. VTS will not transfer, export, FTP, or otherwise provide the website, its files, source code, design files, or any work product to you or any third party. If you do not retrieve your Customer Content before the end of the 30-day period, VTS may permanently delete it and will have no obligation (and may be unable) to provide any copy.
14. Optional Buy-Out
Nothing in the Agreement obligates VTS to sell, assign, or license any website files or VTS Property to you. VTS may, in its sole discretion, offer to license or assign specified website deliverables to you under a separate written agreement, on terms and pricing determined by VTS at that time. Any such assignment would in any event exclude VTS’s pre-existing templates, components, platform, and tools, which (if included at all) could only be licensed to you on a non-exclusive basis.
15. Domain Names
15.1 Customer-Registered Domains. In most cases, you own and register your own domain name. You are responsible for your registrar account, registration and renewal fees, and account security. You authorize VTS to make (or will make at VTS’s direction) the DNS changes needed to point your domain to VTS’s hosting. Your domain remains yours at all times, including after your subscription ends; when your subscription ends you are responsible for re-pointing your DNS.
15.2 VTS-Registered Domains. If, at your request, VTS registers a domain name on your behalf (identified in your Order or otherwise agreed in writing), VTS will hold the registration and pay standard registration and renewal fees while your subscription remains active. Upon cancellation or termination, VTS will, at your written request made within sixty (60) days after termination, initiate transfer of the domain registration to you or your designated registrar account, at your cost (including registrar transfer fees and VTS’s then-standard administrative fee). You may also request transfer of the domain into your own registrar account at any time during your subscription, at your cost. If you do not request a transfer within sixty (60) days after termination, VTS may allow the registration to lapse or otherwise dispose of it.
15.3 Registrar Matters. Domain registrations are subject to the applicable registrar’s terms and ICANN policies. VTS is not responsible for acts or omissions of registrars or for domain name disputes, and you are solely responsible for any dispute concerning your domain name (including UDRP proceedings).
16. Hosting; Uptime Commitment
16.1 Uptime Commitment. If you purchase or subscribe for our website-as-a-service offering, VTS will use commercially reasonable efforts to make your hosted website available 99% of the time, measured over each calendar month (the "Uptime Commitment").
16.2 Sole Remedy — Service Credit. If availability for a calendar month falls below the Uptime Commitment (as determined by VTS’s monitoring systems and records, which are conclusive absent manifest error), your sole and exclusive remedy is a service credit equal to five percent (5%) of the annual subscription fee actually paid by you for the subscription year in which the affected month falls (an "Uptime Credit").
16.3 Credit Requests. To receive an Uptime Credit, you must email support@vtslabs.com within thirty (30) days after the end of the affected month, identifying the dates and times of the claimed unavailability. Uptime Credits are applied only against future subscription fees for the Service; they have no cash value, are non-transferable, will not be paid as refunds, and are forfeited if your subscription is cancelled or terminated before they are applied.
16.4 Exclusions. The Uptime Commitment does not apply to, and unavailability will not be counted for, downtime or degradation caused by: (a) scheduled maintenance (which VTS will endeavor to perform during off-peak hours and, where practicable, with advance notice) or emergency maintenance; (b) your acts or omissions, Customer Content, or third-party scripts, embeds, or services used on your website (including payment processing and checkout services); (c) DNS issues, domain registration or expiration issues, or acts or omissions of registrars; (d) failures of the internet, backbone providers, ISPs, or telecommunications networks outside VTS’s reasonable control; (e) force majeure events; (f) suspensions or terminations permitted under the Agreement; or (g) beta, trial, or experimental features.
16.5 Exclusive Remedy. Uptime Credits are your exclusive remedy for any unavailability, outage, downtime, or performance issue affecting the Service.
17. Acceptable Use
You will not use the Service or your website, and will not permit them to be used, to:
violate any applicable law or regulation, or promote or facilitate illegal activity;
infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, or other rights;
publish content that is defamatory, harassing, threatening, hateful, or fraudulent, or that is pornographic or sexually explicit;
sell or promote illegal goods or services, or goods or services that VTS reasonably determines are high-risk or prohibited by its hosting or payment providers;
transmit malware, viruses, or other harmful code, or engage in phishing, spoofing, or deceptive practices;
send unsolicited commercial messages or otherwise violate anti-spam laws (including CAN-SPAM and the TCPA);
interfere with, disrupt, or place an unreasonable load on VTS’s platform, infrastructure, or other customers; or
misrepresent your identity or affiliation.
VTS may remove content and/or suspend or terminate the Service for violations of this Section 17, with notice where practicable, or without notice where VTS reasonably believes immediate action is necessary to protect VTS, its customers, or others. VTS may investigate suspected violations and may report to, and cooperate with, law enforcement and other authorities, including by disclosing information as reasonably necessary in connection with an investigation.
VTS may establish reasonable technical limits on storage, bandwidth, CPU, memory, database size, and other resources. You will not use the Service in a way that imposes an unreasonable or disproportionately large load on VTS’s infrastructure or other customers. VTS may suspend, throttle, or require you to upgrade if your usage exceeds reasonable limits or threatens platform stability.
VTS may scan websites and related data for malware, security threats, or other harmful content and may disable access, remove content, or suspend the Service as reasonably necessary to protect VTS, its customers, or others.
18. Failed Payments; Chargebacks; Suspension
18.1 Failed Payments. If a recurring charge fails, we (or our payment processor) may retry it. If payment is not received within ten (10) days after we notify you of a failed payment, we may suspend the Service (including taking your website offline) or terminate your subscription. Reinstatement, if offered, may be conditioned on payment of all amounts due.
18.2 Chargebacks. Please contact us at support@vtslabs.com before disputing a charge with your card issuer so we can try to resolve the issue. We reserve the right to contest chargebacks, to suspend the Service while a payment dispute is pending, and, where a chargeback is resolved in our favor, to recover the disputed amount and our reasonable related costs to the extent permitted by law and applicable card network rules.
18.3 Other Suspensions. We may also suspend the Service where reasonably necessary to address security risks, legal or regulatory requirements, or violations of the Agreement. Suspension does not relieve you of your payment obligations.
19. Third-Party Services and Materials
The Service may incorporate or interoperate with third-party services and materials, such as payment processing, domain registrars, hosting infrastructure, fonts, stock images, and plugins. Third-party services and materials are provided under, and your use of them may be subject to, the applicable third party’s terms and licenses. VTS is not responsible for third-party services or materials, and their availability may change over time.
20. Copyright Complaints (DMCA)
If you believe content hosted through the Service infringes your copyright, send a notice complying with 17 U.S.C. § 512(c)(3) to our designated agent: VTS DMCA Agent, VTS Labs LLC, 400 N Tampa St. Ste 1550 PMB 716616, Tampa, FL 33602, support@vtslabs.com. Your notice must identify the copyrighted work, identify and locate the allegedly infringing material, include your contact information, the required good-faith and accuracy statements, and your physical or electronic signature. We may remove or disable access to allegedly infringing material and may terminate the subscriptions of repeat infringers.
21. Disclaimers
EXCEPT FOR THE EXPRESS UPTIME COMMITMENT IN SECTION 16, THE SITE AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VTS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VTS DOES NOT WARRANT THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND VTS MAKES NO REPRESENTATION OR WARRANTY REGARDING BUSINESS RESULTS, WEBSITE TRAFFIC, SEARCH ENGINE RANKINGS, LEADS, CONVERSIONS, OR REVENUE, OR REGARDING ANY TRANSACTION, SALE, OR DISPUTE BETWEEN YOU AND YOUR BUYERS, OR REGARDING LEGAL OR REGULATORY COMPLIANCE OF YOUR WEBSITE (SEE SECTION 10).
22. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) VTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) VTS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE, THE SERVICE, OR THE AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO VTS FOR THE SERVICE DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. MULTIPLE CLAIMS WILL NOT EXPAND THESE LIMITS.
23. Indemnification
You will defend, indemnify, and hold harmless VTS and its members, managers, officers, employees, contractors, and agents from and against any third-party claims, demands, actions, and proceedings, and all resulting losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) Customer Content; (b) your website, business, products, or services, including claims relating to privacy, data protection, accessibility, advertising, or consumer protection, and including claims by your buyers and claims relating to your products, orders, fulfillment, refunds, or chargebacks; (c) your breach of the Agreement or violation of law; or (d) your violation of any third party’s rights. VTS may elect, at your expense, to assume the exclusive defense and control of any matter subject to indemnification (which will not relieve your indemnification obligations), in which case you agree to cooperate with VTS’s defense, and you will not settle any claim in a manner that imposes any obligation or admission on VTS without VTS’s prior written consent.
24. Dispute Resolution; Binding Arbitration; Governing Law; Venue; Jury Trial Waiver; Class Action Waiver
24.1 Informal Resolution First. Before filing any claim arising out of or relating to the Agreement (other than an action for injunctive or other equitable relief or an action to collect unpaid fees), the party asserting the dispute will first send the other party a written notice describing the dispute and the relief sought (to VTS, at support@vtslabs.com or the notice address in Section 27; to you, at the email address associated with your account). The parties will attempt in good faith to resolve the dispute informally for forty-five (45) days after the notice is received before either party initiates arbitration or files suit.
24.2 Binding Arbitration. Except for Excluded Claims, any dispute, claim, or controversy arising out of or relating to the Agreement, the Site, or the Service, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (each, a "Dispute"), will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, before a single arbitrator. The arbitration will be seated in Tampa, Florida, and conducted in English; for Disputes in which the amount in controversy is $25,000 or less, the arbitration will be conducted by document submission or videoconference unless the arbitrator finds an in-person hearing necessary. The Federal Arbitration Act governs the interpretation and enforcement of this Section 24.2. The arbitrator may award the same relief on an individual basis that a court could award, and judgment on the award may be entered in any court of competent jurisdiction. AAA fees and arbitrator compensation will be allocated under the applicable AAA rules, and each party will bear its own attorneys' fees and costs unless applicable law or the Agreement provides otherwise. The arbitration, including all filings and the award, will be confidential except as necessary to confirm or enforce the award or as required by law. "Excluded Claims" means: (a) actions for temporary injunctive or other equitable relief in aid of arbitration or to protect a party's intellectual property or confidential information; (b) actions by VTS to collect unpaid fees; and (c) individual claims eligible for small claims court, for so long as they remain in that court on an individual basis. If any part of this Section 24.2 is found unenforceable as to a particular Dispute, that Dispute (and only that Dispute) will proceed in the courts described in Section 24.3, and the remainder of this Section 24.2 remains in full force and effect.
24.3 Governing Law; Venue. The Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws rules. Subject to Section 24.2 (Binding Arbitration), the state and federal courts located in Hillsborough County, Florida have exclusive jurisdiction over any dispute arising out of or relating to the Site, the Service, or the Agreement that is not subject to arbitration, including any action to compel arbitration or to confirm, enforce, or vacate an arbitral award, and each party consents to personal jurisdiction and venue there.
24.4 Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT.
24.5 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION, AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS.
24.6 Time to Bring Claims. To the extent permitted by law, any claim arising out of or relating to the Agreement must be filed within one (1) year after the claim accrues, or it is permanently barred.
24.7 Collection Costs. You will reimburse VTS for its reasonable costs of collecting amounts you owe under the Agreement, including reasonable attorneys’ fees, to the extent permitted by law.
25. Changes to These Terms
We may update these Terms from time to time. The version posted on the Site applies to new purchases as of its effective date. For existing subscribers, if we make a material change, we will provide notice (by email or by prominent posting on the Site) at least thirty (30) days before the change takes effect for you. If you do not agree to a material change, your sole remedy is to cancel your subscription before the change takes effect; your continued use of the Service after the effective date constitutes acceptance.
26. Force Majeure
VTS is not liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or internet failures, and failures of third-party providers.
27. Miscellaneous
The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings, including any statements made during sales calls that are not reflected in your Order or these Terms. You may not assign the Agreement without VTS’s prior written consent; VTS may assign it to an affiliate or in connection with a merger, reorganization, or sale of assets or equity. No waiver is effective unless in writing, and no failure to enforce is a waiver. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remainder will remain in effect. The parties are independent contractors, and there are no third-party beneficiaries. Notices to you may be given by email to the address associated with your account or by posting on the Site; notices to VTS must be sent to support@vtslabs.com or to VTS Labs LLC, 400 N Tampa St. Ste 1550 PMB 716616, Tampa, FL 33602. Section headings are for convenience only.
28. Contact
VTS Labs LLC
400 N Tampa St. Ste 1550 PMB 716616, Tampa, FL 33602
support@vtslabs.com