Terms of Service

Quick summary (not legally binding): By paying for and/or using VA Vanguard and EZVault (including the QuickLead extension), you’re agreeing that: (1) we provide trained Virtual Agents ("VAs") and software to help you source Amazon arbitrage leads; (2) you remain fully responsible for how you use those leads and for your Amazon account; (3) fees are non‑refundable once service begins; (4) we do not guarantee profit, product availability, or uninterrupted VA hours; and (5) any disputes will be resolved by binding arbitration in New Jersey. Read the full binding terms below.

VA Vanguard Terms Of Service

Last updated: July 30, 2025

1. Definitions

“Company,” “we,” “us,” or “our” means VA Vanguard LLC (or any affiliated entity providing the Services).

“Client,” “you,” or “your” means the person or entity purchasing or using the Services.

“Services” means (a) access to the EZVault web platform, (b) use of one or more trained Virtual Agents (“VAs”), and (c) any related tools, including the QuickLead Chrome extension, onboarding, training, and support.

“Leads” means product‑sourcing opportunities (e.g., URLs, pricing, cost, profit estimates) generated by your assigned VA(s) or by you within EZVault.

“Exclusivity” means that leads generated by your assigned VA are not intentionally shared with other clients (see § 6).

“Agreement” means these Terms of Service together with any order form, invoice, or written addendum referencing them.

2. Acceptance of Terms

By (i) clicking “I agree,” (ii) paying an invoice or subscription fee, or (iii) accessing any part of the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accepting on behalf of a company, you represent that you are authorized to bind that entity.

If you do not agree, do not access or use the Services.

3. Eligibility; Accounts

You must be at least 18 years old and legally capable of entering into contracts. You are responsible for the accuracy of all account information and for maintaining the confidentiality of your login credentials. You agree to notify us promptly of any unauthorized use.

4. Services We Provide

4.1 Trained VAs

We recruit, vet, and train VAs in online‑arbitrage sourcing workflows. A VA or VAs are assigned to you and instructed to work solely on your behalf, subject to availability and staffing changes (§ 5).

4.2 EZVault Platform

The platform enables your VA (and you) to submit, store, organize, filter, and manage leads. Features may evolve over time.

4.3 QuickLead Extension

The Chrome extension allows autofilling lead data from Amazon product pages. You are responsible for installing, configuring, and using it in compliance with Chrome Web Store and Amazon policies.

4.4 Support

We provide reasonable email support.

4.5 Working‑Hours Expectation & Interruptions

Your assigned VA will endeavor to work the designated hours. The designated hours are eight (8) hours a day, and six (6) days a week. VAs are human; interruptions such as illness, power/internet outages, family obligations, or regional circumstances may occasionally reduce output. We will manage, monitor, and maintain performance and will make commercially reasonable efforts to minimize disruptions. Retainer fees remain due and payable on schedule regardless of such interruptions. Temporary delays, ramp‑up periods for substitutes or promoted VAs, or additional training do not constitute a breach.

We reserve the right to modify, enhance, or discontinue any feature, provided such changes do not materially degrade the core functionality you purchased. Where practical, we will give notice.

5. Staffing; Substitution; Availability

We strive to maintain continuity with your assigned VA. However, if your VA becomes unavailable (e.g., illness, resignation, promotion), we will use commercially reasonable efforts to provide a qualified substitute promptly. Training or transition periods for replacements do not constitute a breach.

6. Lead Ownership, Exclusivity & Use

6.1 Ownership

Leads generated by your VA(s) for you are for your internal business use. We claim no ownership of leads you, or your current assigned VA(s) create.

6.2 Exclusivity Promise

We instruct your VA(s) to never intentionally share your leads with anyone. We do not operate “mass lead lists.” However, we cannot guarantee that no other seller will ever discover the same product independently or through other services. Market overlap can occur naturally. Exclusivity is therefore a best‑efforts obligation, not an absolute guarantee.

6.3 Your Responsibilities

You are solely responsible for validating leads, ensuring compliance with Amazon policies, and making all purchasing decisions; all leads are provided for informational and research purposes only, and we do not guarantee profitability, sales‑rank stability, brand approvals, or that a product will remain or become ungated.

6.4 Prohibited Sharing

You may not resell, redistribute, or publish Leads in bulk or as a commercial “list” without our written consent.

7. Fees, Billing & Taxes

7.1 Pricing

Fees (subscription or otherwise) are stated in your order form or invoice. Unless otherwise specified, fees are charged in advance and are non‑refundable once service begins.

7.2 Payment Method

You authorize us (or our payment processor) to charge the payment method you provide on the schedule described in your plan.

7.3 Late Payments

Past‑due amounts may at our discretion accrue interest at the lesser of 1.5% per month or the maximum allowed by law. We may suspend Services for unpaid amounts at our sole discretion.

7.4 Taxes

Fees are exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes (excluding our income taxes).

8. Refunds & Cancellations

Payments are non‑refundable once VA onboarding begins or platform access is granted, except where prohibited by law or expressly stated otherwise in writing. You may cancel future renewals by emailing the contact email provided on your order form at least seven (7) calendar days before your next billing cycle. Please allow up to five (5) business days for us to process the cancellation. Service remains active through the end of the prepaid term.

9. Acceptable Use & Compliance

You agree not to:

Use the Services for illegal purposes or in violation of Amazon’s or any marketplace’s policies;

Interfere with the security or integrity of the platform;

Reverse‑engineer, copy, or misuse the software beyond its intended use;

Upload malicious code or data that infringes others’ rights;

Use automated scraping tools against our platform except as explicitly permitted.

We may suspend or terminate access for violations of this section, with or without notice.

10. Confidentiality & Data

10.1 Confidential Information

Each party may receive non‑public information from the other. Both agree to use it solely to perform under this Agreement and to protect it with reasonable care.

10.2 Client Data

You retain ownership of data you submit to EZVault. We may process it to provide the Services, improve our systems, and comply with law.

10.3 Aggregated Data

We may analyze usage patterns in de‑identified, aggregated form.

11. Intellectual Property

All software, training materials, documentation, trademarks, and other IP we provide remain our property or that of our licensors. You receive a limited, non‑exclusive, non‑transferable license to use the Services during the term.

12. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT THAT LEADS WILL BE PROFITABLE, THAT THE PLATFORM OR VA OUTPUT WILL BE ERROR‑FREE OR UNINTERRUPTED, OR THAT ANY PARTICULAR RESULTS WILL BE ACHIEVED. WE ARE NOT RESPONSIBLE FOR: YOUR ABILITY OR INABILITY TO SELL SPECIFIC PRODUCTS DUE TO PLATFORM RESTRICTIONS, GATING, OR COMPLIANCE REQUIREMENTS. ANY ACTIONS TAKEN BY THIRD‑PARTY PLATFORMS (E.G., AMAZON, WALMART, EBAY), INCLUDING ACCOUNT SUSPENSIONS, LISTING REMOVALS, OR ENFORCEMENT OF SELLER POLICIES. ERRORS, OMISSIONS, OR OUTDATED INFORMATION IN LEAD DATA.

Some jurisdictions do not allow exclusions of certain warranties; to that extent, such exclusions may not apply.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THEORY OF LIABILITY AND EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE MINIMUM AMOUNT REQUIRED BY APPLICABLE LAW.

Some jurisdictions limit liability caps; in such cases, the cap will be the minimum permitted by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless us and our officers, employees, contractors, and agents from and against any third‑party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services; (b) your breach of this Agreement; or (c) your violation of any law or third‑party rights.

15. Term; Termination

This Agreement starts when you first accept it and continues until terminated. Either party may terminate for material breach if not cured within thirty (30) days’ written notice. We may terminate immediately for non‑payment, unlawful use, or violation of § 9.

Upon termination, your access to the platform will cease. Sections that by their nature should survive (e.g., payment obligations, confidentiality, IP, disclaimers, limitations, indemnity, dispute resolution) will survive.

16. Dispute Resolution; Governing Law

16.1 Informal Resolution

Before filing a claim, the complaining party must attempt to resolve the dispute informally by sending written notice describing the claim and proposed resolution. If not resolved within thirty (30) days, either party may proceed as below.

16.2 Binding Arbitration

Except where prohibited by law, any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by a recognized arbitration provider, on an individual basis, in New Jersey (or another mutually agreed location). Judgment on the award may be entered in any court of competent jurisdiction. You and we waive the right to a jury trial and to participate in a class action.

16.3 Governing Law

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict‑of‑laws rules.

16.4 Injunctive Relief

Either party may seek injunctive relief in court for unauthorized use of its intellectual property or confidential information.

  1. Force Majeure

We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, internet or telecommunication failures, government actions, pandemics, power outages, or supply‑chain disruptions. Our obligations will be suspended for the duration of the event, and schedules (including VA hours) may be adjusted accordingly. Fees remain payable during such periods, and no refunds will be issued. We will use commercially reasonable efforts to resume performance promptly.

  1. Changes to Terms

We may update these Terms from time to time. Material changes will be posted on our site or emailed to you. The updated Terms become effective on the stated effective date. Continued use after that date constitutes acceptance.

  1. Miscellaneous

Entire Agreement. This Agreement is the entire agreement between the parties and supersedes prior discussions.

Severability. If any provision is unenforceable, the remainder remains in effect.

Assignment. You may not assign this Agreement without our prior written consent. We may assign freely, including in connection with a merger, acquisition, or corporate restructuring.

Headings. Headings are for convenience only and do not affect interpretation.

Notices. Notices must be in writing and sent to the contacts specified in your order form.

20. Contact

For questions about these Terms, please email the contact email provided to you on your order form.

By processing payment or using the Services, you acknowledge that you have read, understood, and agree to these Terms of Service.