Terms of Service

By signing up for a VaubanDash Account (as defined in Section 1) or by using any VaubanDash Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us” and “VaubanDash” means Vauban LLC, with offices located at 8 The Green STE B, Dover, Delaware 19901. The services offered by VaubanDash under these Terms of Service include a cloud-based SaaS platform that provides secure client portals, project management, task tracking, real-time collaboration, contracts, file sharing, messaging, billing, invoicing, and related business tools for freelancers, agencies, and professional service firms. Any such services offered by VaubanDash are referred to in these Terms of Service as the “Services”. Any new features or tools which are added to the current Services shall also be subject to these Terms of Service. VaubanDash reserves the right to update and change these Terms of Service by posting updates and changes to the VaubanDash website. You are advised to check these Terms of Service from time to time for any updates or changes that may impact you, and if you do not accept such amendments, you must cease using the Services.

1. Account Terms

  1. To access and use the Services, you must register for a VaubanDash account (“Account”) by providing your full legal name, a valid email address, and any other information indicated as required. VaubanDash may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
  2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
  3. You confirm that you are receiving any Services provided by VaubanDash for the purposes of carrying on a business activity and not for any personal, household, or family purpose.
  4. You acknowledge that VaubanDash will use the email address you provide on opening an Account, or as updated by you from time to time, as the primary method for communication with you.
  5. You are responsible for keeping your password secure. VaubanDash cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
  6. You are responsible for all activity and content such as photos, images, videos, graphics, written content, code, information, documents, files, or data uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with your Account (“Materials”).
  7. A breach or violation of any term in these Terms of Service, as determined in the sole discretion of VaubanDash, may result in an immediate termination of your Services.

2. Account Activation

2.1 Portal Owner
  1. Subject to Section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Portal Owner”) for the purposes of these Terms of Service and will be the person authorized to use any corresponding Account we may provide to the Portal Owner in connection with the Service.
  2. If you are signing up for the Services on behalf of your employer or another organization, that employer or organization shall be the Portal Owner. You represent and warrant that you have the authority to bind such employer or organization to these Terms of Service.
  3. Your Portal can only be associated with one Portal Owner. A Portal Owner may have multiple Portals. “Portal” means the online presence, workspace, client portal, dashboard, or account environment we set up that is associated with the Account.
2.2 Internal Users
  1. Based on your VaubanDash plan, you may create one or more internal users (“Internal Users”) allowing other people to access the Account. With Internal Users, the Portal Owner can set permissions and let other people work in their Account while determining the level of access by Internal Users to specific business information.
  2. The Portal Owner is responsible and liable for the acts, omissions, and defaults arising from use of Internal Users in the performance of obligations under these Terms of Service as if they were the Portal Owner’s own acts, omissions, or defaults.
  3. The Portal Owner and the users under Internal Users are each referred to as a “Portal User”.

3. General Conditions

You must read, agree with, and accept all of the terms and conditions contained in these Terms of Service, including the Privacy Policy, before you may become a VaubanDash user.

  1. Technical support in respect of the Services is only provided to VaubanDash users.
  2. These Terms shall be governed by the laws of the State of Delaware, without regard to conflict of law provisions. In the event that a lawsuit is filed where permitted under these Terms, or in the event that certain dispute provisions are found not to apply to you or to a given dispute, we both agree that any judicial proceeding will be brought in the federal or state courts located in Delaware, USA. Both you and we consent to venue and personal jurisdiction there.
  3. You acknowledge and agree that VaubanDash may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on the VaubanDash website. Your continued use of the Services after the amended Terms of Service are posted constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes, do not continue to use the Service.
  4. You may not use the VaubanDash Services for any illegal or unauthorized purpose, nor may you, in the use of the Service, violate any laws in your jurisdiction or your customer’s jurisdiction. You will comply with all applicable laws, rules, and regulations in your use of the Service and your performance of obligations under these Terms of Service.
  5. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Services, or access to the Services without express written permission from VaubanDash.
  6. You shall not purchase search engine or other pay-per-click keywords, domain names, or advertising placements that use VaubanDash trademarks, brand names, or confusing variations or misspellings thereof without our prior written consent.
  7. Questions about these Terms of Service should be sent to VaubanDash support.
  8. You understand that your Materials, not including payment information, may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. Payment information is handled by payment processing providers and is encrypted during transfer where applicable.
  9. You acknowledge and agree that your use of the Services, including information transmitted to or stored by VaubanDash, is governed by our Privacy Policy.
  10. All the terms and provisions of these Terms of Service shall be binding upon and inure to the benefit of the parties and to their respective heirs, successors, permitted assigns, and legal representatives. VaubanDash shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer these Terms of Service, or any of your rights or obligations hereunder, to any third party without VaubanDash’s prior written consent.
  11. If any provision, or portion of a provision, in these Terms of Service is held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability will not affect any other provision, and these Terms of Service will be construed as if such invalid, illegal, or unenforceable provision, or portion of the provision, had never been contained within these Terms.

4. VaubanDash Contracting Party

  1. “VaubanDash Contracting Party” means Vauban LLC, with offices located at 8 The Green STE B, Dover, Delaware 19901.

5. VaubanDash Rights

  1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction, and we are under no obligation to make any Services or features available in any jurisdiction.
  2. We reserve the right to refuse service to anyone for any reason at any time.
  3. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the services offered via VaubanDash, or the Materials uploaded or posted to a Portal, violate these Terms of Service.
  4. Verbal or written abuse of any kind, including threats of abuse or retribution, of any VaubanDash customer, employee, member, contractor, or officer may result in immediate Account termination.
  5. VaubanDash does not pre-screen Materials, and it is in our sole discretion to refuse or remove any Materials from the Service, including your Portal.
  6. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that VaubanDash employees and contractors may also be VaubanDash customers and that they may compete with you, although they may not use your Confidential Information in doing so.
  7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a business license, government-issued photo ID, payment information verification, or proof of your status as an employee or authorized representative of an entity.
  8. VaubanDash retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Portal Owner. If we are unable to reasonably determine the rightful Portal Owner, VaubanDash reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

6. Confidentiality

  1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses, customer information, product designs, sales, costs, price lists, unpublished financial information, business plans, marketing data, and any other confidential or proprietary information, whether or not marked as confidential or proprietary. VaubanDash Confidential Information includes all information that you receive relating to us or to the Services that is not known to the general public, including information related to our security program and practices.
  2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service. Each party agrees that it shall take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent duplication, disclosure, or use of Confidential Information, other than by or to employees, agents, subcontractors, or service providers who must have access to such Confidential Information to perform obligations hereunder, or as required by law, regulation, or court order. Confidential Information shall not include information that the receiving party can prove was already public, already known, independently developed without use of the other party’s Confidential Information, or rightfully obtained from a third party without breach of these Terms.

7. Limitation of Liability

  1. You expressly understand and agree that, to the extent permitted by applicable laws, VaubanDash shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data, or other intangible losses resulting from the use of or inability to use the Service.
  2. To the extent permitted by applicable laws, in no event shall VaubanDash or our suppliers be liable for lost profits or any special, incidental, or consequential damages arising out of or in connection with our site, our Services, or these Terms of Service. You agree to indemnify and hold us and, as applicable, our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, contractors, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service, your Materials, your use of the Services, or your violation of any law or the rights of a third party.
  3. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied, or statutory.
  4. VaubanDash does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
  5. VaubanDash does not warrant that the results obtained from the use of the Services will be accurate or reliable.
  6. VaubanDash does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

8. Waiver and Complete Agreement

The failure of VaubanDash to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service, including the documents they incorporate by reference, constitute the entire agreement between you and VaubanDash and govern your use of the Services and your Account, superseding any prior agreements between you and VaubanDash, including any prior versions of these Terms of Service.

9. Intellectual Property and Customer Content

  1. We do not claim any intellectual property rights over the Materials you provide to the Service. All Materials you upload remain yours. You can request deletion of your Account or Portal subject to these Terms and applicable law.
  2. By uploading Materials, you agree: (a) to allow authorized users and other permitted parties to view Materials you make available through your Portal; (b) to allow VaubanDash to store, process, display, and use your Materials as necessary to provide the Services; and (c) that VaubanDash can review and delete Materials submitted to its Service where necessary to operate, secure, or enforce the Service, although VaubanDash is not obligated to do so.
  3. You retain ownership over all Materials that you upload to your Portal. You are responsible for compliance of the Materials with any applicable laws or regulations.
  4. VaubanDash shall have the non-exclusive right and license to use the names, trademarks, service marks, and logos associated with your Portal to promote the Service, unless you notify us in writing that you do not grant such permission.

10. Payment of Fees

  1. You will pay the fees applicable to your subscription to the Services (“Subscription Fees”) and any other applicable fees relating to your purchase or use of additional services. Together, the Subscription Fees and any additional fees are referred to as the “Fees”.
  2. You must keep a valid payment method on file with us or our payment processing providers to pay for all incurred and recurring Fees. Applicable Fees may be charged to any valid payment method that you authorize, and charges may continue until the Services are terminated and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars.
  3. Subscription Fees are paid in advance and may be billed in monthly, annual, or other intervals depending on your selected plan. You will be charged on each billing date for outstanding Fees that have not previously been charged.
  4. If we or our payment processing providers are not able to process payment of Fees using an authorized payment method, we may retry payment, suspend or revoke access to your Account and the Services, or terminate your Account if outstanding Fees remain unpaid.
  5. All Fees are exclusive of applicable federal, state, local, or other governmental taxes, fees, duties, or charges now in force or enacted in the future (“Taxes”).
  6. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of VaubanDash products and services. If VaubanDash charges Taxes, they are calculated based on information available to us, including billing information you provide. If you are exempt from payment of Taxes, you must provide evidence of exemption satisfactory to VaubanDash.
  7. For the avoidance of doubt, all sums payable by you to VaubanDash under these Terms of Service shall be paid free and clear of deductions or withholdings, except as required by applicable law.
  8. You must maintain accurate billing and account information. If your location, billing details, or business information changes, you must promptly update it in your Account or notify us.
  9. VaubanDash does not provide refunds unless expressly stated otherwise in writing or required by applicable law.

11. Cancellation and Termination

  1. You may cancel your Account and terminate these Terms of Service at any time by contacting VaubanDash support and following the instructions provided to you.
  2. Upon termination of the Services by either party for any reason, VaubanDash will cease providing you with the Services and you may no longer be able to access your Account.
  3. Unless otherwise provided in these Terms of Service, you will not be entitled to any refunds of Fees, pro rata or otherwise.
  4. Your Portal may be taken offline after termination.
  5. If there are outstanding Fees owing by you at the date of termination, you may receive a final invoice or charge. Once that invoice has been paid in full, you will not be charged again except for amounts previously incurred.
  6. We reserve the right to modify or terminate the VaubanDash Service, these Terms of Service, or your Account for any reason, without notice at any time. Termination shall be without prejudice to any rights or obligations which arose prior to termination.
  7. Without limiting any other remedies, VaubanDash may suspend or terminate your Account if we suspect fraudulent, abusive, unlawful, or unauthorized activity in connection with the use of the Services.

12. Modifications to the Service and Prices

  1. Prices for using the Services are subject to change upon notice from VaubanDash. Such notice may be provided by posting changes to the VaubanDash website, sending notice to the email associated with your Account, or posting an announcement within the Service.
  2. VaubanDash reserves the right at any time, and from time to time, to modify or discontinue the Services, or any part thereof, with or without notice.
  3. VaubanDash shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

13. Rights of Third Parties

Save for VaubanDash and its affiliates, Portal Users, or anyone accessing VaubanDash Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class, or as answering a particular description. This shall not affect the rights of any permitted assignee or transferee of these Terms.

14. Privacy & Data Protection

VaubanDash is committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that VaubanDash’s collection, usage, and disclosure of personal information is governed by our Privacy Policy.