Terms of Service

Agreement Between You and Vantion

Welcome to Vantion. The vantion.com website and related online services (the "Site") are operated by Vantion, a service of Walnutech PBC ("Vantion," "we," "us," or "our").

These Terms of Service (the "Terms") govern your access to and use of the Site and the products, applications, tools, and services offered through the Site, including AI-enabled decision-support tools (collectively, the "Vantion Service" or the "Service").

The Service is offered to you conditioned on your acceptance, without modification, of these Terms. Your access to or use of the Site or Service constitutes your agreement to these Terms. If you do not agree to these Terms, you may not use the Site or the Service.

We are a public benefit-oriented service committed to creating a positive societal impact by equipping learners with innovative decision-support tools that foster personal growth and enable informed decision-making. The Service is for informational and educational purposes only and does not guarantee any particular outcome (such as admission to any institution or success in any application process). You remain solely responsible for all decisions you make using or based on the Service.

Privacy

Your use of the Site and Service is subject to our Privacy Policy. Please review the Privacy Policy, which also governs the Site and informs users of our data collection and processing practices. By using the Service, you consent to the handling of your information as described in the Privacy Policy.

Electronic Communications

Visiting the Site, creating an account, or sending emails or messages to us constitutes electronic communications. You consent to receive electronic communications from us, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically (via email, in-product messaging, or on the Site) satisfy any legal requirement that such communications be in writing.

Your Account

To use certain features of the Service, you may be required to create an account.

You are responsible for:

• Maintaining the confidentiality of your account and password;
• Restricting access to your computer, device, and account; and
• All activities that occur under your account.

You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that we are not responsible for third-party access to your account resulting from theft, loss, or misappropriation of your login credentials.

We reserve the right, in our sole discretion, to refuse or cancel service, terminate accounts, or remove or edit content at any time.

Eligibility; Children and Minors

The Service is intended for use by individuals who are at least thirteen (13) years old.

We do not knowingly collect, either online or offline, personal information from children under the age of thirteen (13). If we become aware that we have collected personal information from a child under 13, we will take reasonable steps to delete such information.

If you are under the age of eighteen (18), you may use the Service only with the involvement and permission of a parent or legal guardian, and subject to any additional restrictions required by applicable law.

Subscription, Free Trial, and Cancellation/Refund Policy

Vantion may be offered on a subscription basis.

Free Trial

We offer a 15-day free trial for new users. You may cancel at any time during the trial to avoid charges. If you do not cancel before the end of the trial, your paid subscription will automatically begin billing on day 16.

Billing and Renewals

Unless otherwise specified at sign-up:

• Subscriptions are billed in advance on a recurring basis (e.g., monthly or annually).
• Subscriptions automatically renew at the end of each billing period at the then-current rate, unless you cancel in accordance with these Terms or we terminate your subscription.

Cancellation

You can cancel your subscription at any time through your account settings on the Site or by following any other cancellation instructions provided in your account or order confirmation. Cancellations take effect at the end of the then-current billing period. You will continue to have access to the Service until the end of that billing period.

No Refunds

Except where required by law or as explicitly stated otherwise at sign-up:

• We do not provide refunds or credits for partial subscription periods, unused Services, or retroactive cancellations.
• Fees are non-refundable once charged.

Additional or different terms may apply to specific plans or promotions and will be presented to you at sign-up. In the event of a conflict between those specific terms and these Terms, the specific terms will control with respect to that plan or promotion.

Links to Third-Party Sites / Third-Party Services

The Site may contain links to other websites or services (collectively, "Linked Sites"). Linked Sites are not under our control, and we are not responsible for the content of any Linked Site, including any link contained in a Linked Site or any changes or updates to a Linked Site.

Certain services made available via the Site may be delivered by third-party sites or organizations. By using any product, service, or functionality originating from the vantion.com domain, you acknowledge and consent that we may share information and data about you with any third party with whom we have a contractual relationship to provide the requested product, service, or functionality on behalf of our users and customers.

The inclusion of any Linked Site does not imply endorsement by Vantion or any association with its operators. You access Linked Sites at your own risk and subject to the applicable third-party terms and policies.

No Unlawful or Prohibited Use / Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site and the Service strictly in accordance with these Terms.

As a condition of your use of the Site and Service, you warrant that you will not use the Site or Service for any purpose that is unlawful or prohibited by these Terms or by applicable law. You may not use the Site or Service in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party's use and enjoyment.

You may not attempt to obtain any materials or information through any means not intentionally made available or provided through the Site.

All content included as part of the Service—such as text, graphics, logos, icons, images, audio clips, video, data compilations, and software—as well as the compilation thereof, is our property or the property of our suppliers and is protected by copyright, trademark, and other laws protecting intellectual property and proprietary rights.

You agree that you will:

• Observe and abide by all copyright and other proprietary notices, legends, or restrictions contained in any such content;
• Not modify, publish, transmit, reverse engineer, decompile, disassemble, participate in the transfer or sale of, create derivative works of, or in any way exploit any of the content, in whole or in part;
• Not delete or alter any proprietary rights or attribution notices in any content.

Our content is not for resale. Your use of the Service does not entitle you to make any unauthorized use of any protected content. You agree that you do not acquire any ownership rights in any protected content.

We do not grant you any licenses, express or implied, to our intellectual property or that of our licensors except as expressly authorized by these Terms.

Use of Communication Services

The Site may contain bulletin board services, chat areas, forums, communities, messaging features, calendars, and/or other message or communication facilities designed to enable you to communicate with others (collectively, "Communication Services"). You agree to use the Communication Services only to post, send, and receive messages and material that are proper and related to the particular Communication Service.

By way of example, and not limitation, you agree that when using a Communication Service, you will not:

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others;
• Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful material;
• Upload files that contain software or other material protected by intellectual property laws or privacy/publicity rights unless you own or control the rights or have received all necessary consents;
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer or device;
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages;
• Conduct or forward surveys, contests, pyramid schemes, or chain letters;
• Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
• Falsify or delete any author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
• Restrict or inhibit any other user from using and enjoying the Communication Services;
• Violate any code of conduct or other guidelines that may be applicable to any particular Communication Service;
• Harvest or otherwise collect information about others, including email addresses, without their consent;
• Violate any applicable laws or regulations.

We have no obligation to monitor the Communication Services. However, we reserve the right to review materials posted to a Communication Service and to remove any materials in our sole discretion. We also reserve the right to terminate your access to any or all Communication Services at any time without notice for any reason.

We reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or remove any information or materials, in whole or in part, in our sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. We do not control or endorse the content, messages, or information found in any Communication Service and disclaim any liability regarding such content and your participation. Managers and hosts are not authorized spokespersons for Vantion, and their views do not necessarily reflect ours.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction, and/or dissemination. You are responsible for adhering to such limitations.

User Submissions and Feedback

We do not claim ownership of the materials you provide to the Site or the Service (including feedback and suggestions) or post, upload, input, or submit to any Vantion site or associated services (collectively, "Submissions").

However, by posting, uploading, inputting, providing, or submitting your Submission, you grant us, our affiliated companies, and our necessary sublicensees a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use your Submission in connection with the operation of our Internet businesses, including, without limitation, the rights to:

• Copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and
• Publish your name or username in connection with your Submission, where permitted by law and consistent with our Privacy Policy.

No compensation will be paid with respect to the use of your Submission as provided in these Terms. We are under no obligation to post or use any Submission you may provide and may remove any Submission at any time in our sole discretion.

By posting, uploading, inputting, providing, or submitting your Submission, you represent and warrant that you own or otherwise control all of the rights to your Submission, including all rights necessary for you to provide, post, upload, input, or submit the Submission and to grant the license described above, and that your Submission does not violate any third-party rights or applicable law.

International Users

The Service is controlled, operated, and administered from within the United States of America. If you access the Site or Service from outside the USA, you are responsible for compliance with all local laws.

You agree that you will not use the content or Service accessed through the Site in any country or in any manner prohibited by applicable laws, restrictions, or regulations, including applicable export control laws.

Indemnification

You agree to indemnify, defend, and hold harmless Vantion, its officers, directors, employees, agents, and third parties from and against any and all losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of:

• Your use of or inability to use the Site or Service;
• Any user content or postings made by you;
• Your violation of any of these Terms;
• Your violation of any rights of a third party; or
• Your violation of any applicable laws, rules, or regulations.

We reserve the right, at our own cost, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.

Arbitration

If the parties are unable to resolve any dispute between them arising out of or relating to these Terms or the Site or Service, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, such dispute shall be resolved solely by final and binding arbitration pursuant to the Federal Arbitration Act.

The arbitration shall:

• Be conducted by a single neutral arbitrator;
• Be administered by the American Arbitration Association or a similar arbitration service selected by the parties; and
• Take place in a location mutually agreed upon by the parties.

The arbitrator's award shall be final, and judgment on the award may be entered in any court having jurisdiction.

In the event that any legal or equitable action, proceeding, or arbitration arises out of or concerns these Terms, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the arbitrator. This arbitration provision shall survive the termination of these Terms.

Class Action Waiver

Any arbitration under these Terms will take place on an individual basis; class arbitrations and class, representative, or collective actions are not permitted.

You and Vantion agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any putative class, collective, or representative proceeding (including a private attorney general action). Unless both you and Vantion agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

Disclaimer of Warranties

THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS INCLUDED IN OR AVAILABLE THROUGH THE SITE OR SERVICE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. VANTION AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE OR SERVICE AT ANY TIME.

VANTION AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND.

VANTION AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VANTION AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, PROFITS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH:

• THE USE OR PERFORMANCE OF THE SITE OR SERVICE;
• THE DELAY OR INABILITY TO USE THE SITE OR SERVICE;
• THE PROVISION OF OR FAILURE TO PROVIDE SERVICES; OR
• ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE SITE,

WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF VANTION OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR SERVICE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND SERVICE.

Termination / Access Restriction

We reserve the right, in our sole discretion, to terminate your access to the Site, the Service, or any portion thereof at any time, without notice.

To the maximum extent permitted by law, these Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for all disputes arising out of or relating to the use of the Site or Service that are not subject to arbitration as set forth above.

Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Vantion as a result of these Terms or your use of the Site or Service.

Our performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by us with respect to such use.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including but not limited to the warranty disclaimers and liability limitations above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in full force and effect.

Unless otherwise specified herein, these Terms constitute the entire agreement between you and Vantion with respect to the Site and Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written.

A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that these Terms and all related documents be written in English.

Changes to Terms

We reserve the right, in our sole discretion, to change or update these Terms at any time. The most current version of the Terms will supersede all previous versions. We will indicate the effective date of the current version at the top of this page. We encourage you to periodically review the Terms to stay informed of our updates. Your continued use of the Site or Service after any changes become effective constitutes your acceptance of the revised Terms.

Contact Us

Legal notices regarding these Terms may be sent to: Vantion (a service of Walnutech PBC), 1055 S Arizona Ave Ste 7 #108, Chandler, AZ 85286, USA.