Terms of Service

These Terms of Service (“Terms”) form a binding legal agreement between you, or the business you represent (“Client,” “you,” or “your”), and Vanta Brand Scaling LLC, doing business as Vesca Consulting (“Vesca,” “we,” “us,” or “our”), governing your access to and use of our website, consulting services, deployed software, AI systems, automations, integrations, deliverables, and any related products or services (collectively, the “Services”). By accessing the Services, requesting a proposal, engaging Vesca, signing an order form or statement of work, paying an invoice, or otherwise using any deliverable provided by us, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Who We Are and What We Do

Vesca is an AI consulting and deployment firm. We advise on, architect, build, integrate, deploy, and (where engaged) operate or maintain artificial intelligence systems, large-language-model applications, agent frameworks, automation pipelines, marketing infrastructure, customer-facing tooling, and adjacent software intended to help Clients run their businesses more effectively. We are not the manufacturer, vendor, host, or operator of any underlying AI model, hyperscaler platform, advertising network, messaging provider, payment processor, data store, or other third-party technology that any Service may rely upon, and we make no representations on behalf of any such third party.

2. Definitions

• “AI Output” means any text, image, audio, video, embedding, classification, decision, code, plan, recommendation, or other artifact produced in whole or in part by a machine-learning model, agent, or other automated system used in connection with the Services.
• “Client Materials” means any data, content, brand assets, accounts, credentials, prompts, customer lists, documents, or other materials you provide, make accessible, or instruct us to use.
• “Deliverables” means any tangible artifact, codebase, model configuration, prompt, agent, workflow, report, documentation, or recommendation produced for you under an SOW or engagement letter.
• “SOW” means a statement of work, order form, engagement letter, or written proposal accepted by both parties.
• “Third-Party Services” means any product, platform, model, API, application, hosting service, dataset, library, or other offering owned or operated by a party other than Vesca, including without limitation Anthropic, OpenAI, Google, Microsoft, Meta, Amazon Web Services, Vercel, Supabase, Twilio, Resend, Stripe, and any other vendor, model provider, platform, integration, or open-source project used in or alongside the Services.

3. Eligibility and Authority

You must be at least 18 years old and have full legal authority to bind the business on whose behalf you engage Vesca. You are responsible for keeping your account credentials confidential and for every action taken under your account. Notify us promptly of any suspected unauthorized access.

4. Engagement, Scope, and Changes

Each engagement is governed by these Terms together with the applicable SOW. The SOW controls scope, fees, milestones, deliverables, timelines, and any service-specific obligations. In the event of a conflict between these Terms and an SOW, the SOW controls only for that engagement. Anything outside the SOW (additional features, new integrations, scope expansions, extra rounds of revision, emergency support, or work on systems we did not originally build) is out of scope and may be quoted separately. Verbal requests, chat messages, and emailed asks do not change the SOW unless reflected in a written amendment signed by both parties.

5. Fees, Invoicing, and Refunds

Fees are stated in your SOW. Unless your SOW says otherwise: (a) recurring retainer fees are billed monthly in advance and non-refundable once paid; (b) project fees are billed at signature and at milestone, and once a milestone is delivered the fee for that milestone is non-refundable; (c) usage-based fees (including third-party API spend, model inference costs, advertising spend, hosting, telephony, SMS, email, and other pass-through costs) are either invoiced separately or billed directly to you by the third-party provider; (d) overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law and may result in suspension. You authorize us to act on your behalf with any provider you have connected to us solely to deliver the Services, and you are solely responsible for charges incurred on your own provider accounts.

6. Your Responsibilities and Human Oversight

• Provide complete, accurate, and lawful Client Materials, credentials, instructions, and approvals on a timely basis.
• Hold all rights, licenses, and consents necessary for us to process Client Materials and to deploy the Services for your stated purpose.
• Designate qualified personnel to review, test, validate, and approve every AI Output and Deliverable before relying on it, publishing it, sending it to a customer, or using it to make any decision that affects a person, account, transaction, or regulated matter.
• Maintain a human-in-the-loop for any consequential or customer-facing use of AI Outputs. You acknowledge that AI is a tool, not a decision-maker, and that final responsibility for any action taken in reliance on AI Output rests with you.
• Comply with all laws, regulations, industry rules, and platform policies (including those of Third-Party Services) that apply to your business, your customers, your data, your jurisdiction, and your use of the Services.
• Keep your own backups, exports, and copies of any Client Materials, Deliverables, leads, configurations, or logs that you cannot afford to lose. We do not warrant that any system we operate or integrate will retain data indefinitely.
• Promptly respond to suspected security incidents, lead notices, opt-out requests, model misbehavior, or other operational issues that we surface to you.

7. Artificial-Intelligence Disclosures and Risk Acknowledgements

You acknowledge and accept that artificial intelligence and large-language-model systems are probabilistic, evolving, and imperfect technologies. In particular:

• AI Outputs may be inaccurate, incomplete, outdated, biased, offensive, harmful, defamatory, or fabricated (commonly called “hallucinations”), and may appear confident or authoritative while being wrong.
• The same prompt or input may produce different outputs at different times, on different models, or after a model update. Reproducibility is not guaranteed.
• Model providers may deprecate, retrain, retire, rate-limit, or change the behavior, pricing, availability, or output of any model at any time without notice, which may degrade or break workflows built on those models.
• AI systems can leak, memorize, or surface unexpected patterns from training data, prior conversations, or user input. Do not submit data to any AI system unless you are authorized to do so and are comfortable with the residual risk.
• AI Outputs do not constitute legal, medical, financial, tax, engineering, psychological, or other professional advice, and must not be used as a substitute for advice from a licensed professional or for required human review under any applicable regulation.
• We do not warrant any particular accuracy rate, latency, availability, conversion, lead volume, cost-per-lead, revenue, ROI, ranking, click-through rate, deliverability, or other business outcome from any AI System or Deliverable.

You assume sole responsibility for evaluating the fitness, accuracy, and appropriateness of AI Outputs for your use case and for any decision, communication, transaction, or content you publish or act on based on those outputs.

8. Third-Party Services and Dependencies

The Services rely on, integrate with, or are delivered through Third-Party Services. We are an integrator and operator on top of those systems; we do not control them and we are not their agent. By engaging Vesca you understand and agree that:

• Your use of any Third-Party Service is subject to that provider's terms of service, acceptable-use policy, privacy policy, and data-processing terms. You are responsible for reviewing and complying with those terms.
• Third-Party Services may experience outages, errors, latency, data loss, security incidents, policy enforcement actions, account suspensions, ad disapprovals, page restrictions, model deprecations, API changes, breaking schema changes, rate limits, pricing changes, region restrictions, or unilateral termination, any of which may interrupt, degrade, or end your use of the Services. Vesca is not liable for any such event.
• We do not guarantee that any specific Third-Party Service will remain available, supported, compatible, or cost-effective, and we may need to migrate to, substitute, or remove a Third-Party Service in response to changes outside our control.
• Where a Third-Party Service is unavailable, has a bug, makes a policy decision, suspends your account, throttles your usage, charges you, loses your data, or otherwise causes harm, your recourse is against that provider under its terms, not Vesca.

9. Acceptable Use

You will not, and you will not permit any user, employee, contractor, or downstream party to, use the Services to:

• Violate any law, regulation, court order, sanctions regime, or export-control restriction, or infringe any intellectual property, privacy, publicity, or other right of any third party.
• Generate, distribute, or facilitate child sexual abuse material, non-consensual intimate imagery, content that sexualizes minors, material that facilitates real-world violence or terrorism, instructions for weapons of mass destruction, or content promoting self-harm.
• Conduct fraud, scams, phishing, spam, market manipulation, unauthorized data scraping, credential stuffing, deepfake impersonation, election interference, or any other deceptive or abusive activity.
• Make consequential decisions about employment, housing, credit, insurance, benefits, immigration, criminal justice, healthcare treatment, or other regulated determinations using AI Output alone, without human review and without complying with the laws that govern those decisions.
• Submit to any AI system protected health information, payment card data, government-identifier data, biometric identifiers, children's personal information, or any other category of sensitive personal data, unless we have agreed in writing to process such data and the underlying providers permit it.
• Reverse-engineer, decompile, scrape, train competing models on, or extract underlying model weights, prompts, or proprietary methodology from the Services, except to the extent that this restriction is unenforceable under applicable law.

We may suspend or terminate the Services, remove content, or report activity to the relevant provider or authority if we reasonably believe a violation has occurred. Suspension or termination for a violation does not entitle you to any refund.

10. Regulated Industries and Compliance

Unless we have signed a separate written agreement that says otherwise: (a) the Services are not HIPAA-compliant and we are not a Business Associate; (b) the Services are not designed for processing data subject to GLBA, FERPA, COPPA, PCI-DSS, FedRAMP, ITAR/EAR, or other regulated regimes; (c) we make no representation that any Deliverable conforms to the EU AI Act, any U.S. executive order or state law on AI, the GDPR, the CCPA/CPRA, or any sector-specific rule; and (d) if you operate in a regulated industry or in a jurisdiction that imposes AI-specific obligations, you are solely responsible for identifying, complying with, and demonstrating compliance with those obligations. Tell us up front, in writing, before you submit regulated data or deploy a Deliverable for a regulated use case.

11. Data, Privacy, and Confidentiality

You retain all rights in Client Materials. You grant Vesca a worldwide, non-exclusive, royalty-free license to host, copy, transmit, transform, analyze, and otherwise process Client Materials solely as necessary to provide the Services, maintain the Services, and improve the Services in a manner that does not identify you. We process personal data in accordance with our Privacy Policy. Each party will protect the other's non-public information with the same care it uses for its own confidential information, and at minimum reasonable care, and will not disclose it except as needed to perform under these Terms or as required by law. You acknowledge that AI provider terms vary on training-data use and that you are responsible for selecting providers whose data-handling commitments meet your requirements.

12. Intellectual Property

Vesca owns and retains all right, title, and interest in and to its pre-existing tools, methodology, frameworks, prompts, libraries, internal software, configurations, templates, training materials, know-how, and any improvements to the same, even when those items appear in Deliverables. Subject to your payment of all fees due, Vesca grants you a non-exclusive, non-transferable, worldwide license to use the Deliverables for your internal business purposes. Where Deliverables include AI Outputs, you understand that AI Outputs may not be eligible for copyright protection in some jurisdictions, that ownership of such outputs may be governed by the originating model provider's terms, and that we make no warranty regarding their non-infringement, originality, or copyrightability. You retain all rights in Client Materials.

13. Service Levels and Availability

Unless a written SLA is attached to your SOW, the Services are provided on a commercially reasonable-efforts basis with no uptime, availability, response-time, throughput, accuracy, or performance guarantee. Scheduled maintenance, third-party outages, model deprecations, account-level enforcement actions, and force-majeure events are not breaches of these Terms or any SLA.

14. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, DELIVERABLES, AI OUTPUTS, AND ANY THIRD-PARTY SERVICES ACCESSED THROUGH US ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. VESCA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VESCA MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF HARMFUL CODE, OR THAT ANY AI OUTPUT WILL BE ACCURATE, TRUTHFUL, NON-INFRINGING, OR FIT FOR ANY PURPOSE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL VESCA, ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA, LEADS, CUSTOMERS, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) VESCA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY DELIVERABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (i) THE FEES ACTUALLY PAID BY YOU TO VESCA UNDER THE APPLICABLE SOW IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS ($100); AND (C) IN NO EVENT WILL VESCA BE LIABLE FOR DAMAGES CAUSED BY THIRD-PARTY SERVICES, AI OUTPUTS, MODEL DEPRECATIONS, PROVIDER OUTAGES, POLICY ENFORCEMENT ACTIONS, ACCOUNT SUSPENSIONS, OR EVENTS OUTSIDE OUR REASONABLE CONTROL. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

16. Indemnification

You will defend, indemnify, and hold harmless Vesca, its affiliates, and its and their officers, directors, employees, contractors, and agents from and against any claim, demand, action, proceeding, loss, liability, damage, fine, penalty, cost, or expense (including reasonable attorneys' fees and costs) arising out of or related to: (a) Client Materials, including any allegation that they infringe, misappropriate, or violate the rights of any third party; (b) your use of the Services, AI Outputs, or any Deliverable, including any decision you make or content you publish in reliance on them; (c) your violation of these Terms, your SOW, any applicable law, or any Third-Party Service's terms; (d) any data, leads, customers, or end users you generate or interact with through the Services; and (e) your acts or omissions, including those of your personnel, vendors, and downstream users.

17. Term, Suspension, and Termination

These Terms apply for as long as you use the Services or have an active SOW with us, whichever is longer. Either party may terminate the Services in accordance with the notice period in the applicable SOW, or, if no notice period is specified, on thirty (30) days' written notice. Either party may terminate immediately for the other party's material breach that remains uncured ten (10) days after written notice. We may suspend or terminate the Services immediately and without refund if (a) you fail to pay a past-due invoice, (b) you violate Section 9 (Acceptable Use), (c) continued provision of the Services would create a security, legal, or compliance risk for us or a Third-Party Service, or (d) a Third-Party Service terminates access required to deliver the Services. Upon termination, all unpaid fees become due, your license to the Services and Deliverables ends except as the SOW expressly says otherwise, and we will provide a reasonable opportunity for you to export your data.

18. Force Majeure

Neither party will be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, sanctions, pandemics, labor disputes, internet or telecommunications failures, cyber attacks, denial-of-service events, third-party-service outages, AI-model deprecations or behavior changes, supplier failures, and other events of force majeure.

19. Subcontractors and Subprocessors

We may use subcontractors and subprocessors (including Third-Party Services) to deliver the Services. We remain responsible for their performance of obligations we owe you under these Terms, but not for matters governed by their own terms with you.

20. Modifications to These Terms

We may update these Terms from time to time. When we do, we will update the “Effective” date at the top and, where changes are material, take reasonable steps to notify you through the Services, by email, or by another reasonable means. Your continued use of the Services after an update takes effect constitutes acceptance of the updated Terms. If you do not agree, stop using the Services.

21. Governing Law and Venue

These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 22, any action arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and the parties consent to the personal jurisdiction of those courts and waive any objection based on venue or forum non-conveniens.

22. Dispute Resolution; Class Waiver

Before filing any claim, the parties will attempt in good faith to resolve the dispute through written notice and a 30-day negotiation period. If the dispute is not resolved, either party may, at its option, submit the dispute to binding, confidential arbitration administered by JAMS under its Streamlined Arbitration Rules, seated in Salt Lake County, Utah, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in court to protect intellectual property, confidential information, or to enjoin a violation of Section 9. THE PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

23. Notices

Notices to Vesca must be sent in writing to [email protected]. Notices to you may be sent to the email address on file with us or delivered through the Services. Notices are effective on delivery if by hand or recognized courier, on confirmed transmission if by email, or three (3) business days after dispatch if by certified mail.

24. Assignment

You may not assign or transfer these Terms or any SOW, by operation of law or otherwise, without our prior written consent. We may assign these Terms in connection with a financing, merger, acquisition, reorganization, or sale of all or substantially all of our assets. Any assignment in violation of this Section is void.

25. Independent Contractors; No Agency

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship. Neither party has authority to bind the other.

26. Publicity

You agree that we may identify you as a client and use your name and logo in factual references on our website, marketing materials, and proposals. Either party may revoke this consent by written notice for use going forward.

27. Survival

The provisions of these Terms that by their nature should survive termination will survive, including Sections 5, 7 through 16, and 17 through 28.

28. Miscellaneous

These Terms, together with the applicable SOW and any document they incorporate by reference, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the subject matter. If any provision is found unenforceable, the remaining provisions will remain in full force. A failure to enforce any provision is not a waiver. Any waiver must be in writing and signed by the waiving party. Headings are for convenience only. The English-language version of these Terms controls in case of translation.

29. Contact

• Vanta Brand Scaling LLC, d/b/a Vesca Consulting
• Email: [email protected]
• Website: https://www.vantamarketing.co