Terms of Service

Article 1. Introduction and Acceptance

1.1 Welcome to VTOP. These Terms of Service (“Terms”) govern your access to and use of the VTOP platform, website, mobile applications, and related services (collectively, the “Platform”). VTOP, Inc. is a Delaware corporation providing a marketplace platform connecting Service Providers with Customers seeking construction and home services.

1.2 By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not use the Platform.

1.3 VTOP reserves the right to modify these Terms with 30 days’ advance notice for material changes. Continued use after such notice constitutes acceptance.

1.4 Electronic Acceptance. You agree that accessing or using the Platform constitutes electronic acceptance of these Terms under the Electronic Signatures in Global and National Commerce Act (ESIGN Act), 15 U.S.C. § 7001 et seq.

Article 2. Account Registration

2.1 You must create an account to access certain Platform features. You must be at least 18 years old with legal capacity to enter contracts.

2.2 You agree to provide accurate, current, and complete information and keep it updated.

2.3 You are solely responsible for maintaining the confidentiality of your credentials and all activity under your account.

Article 3. Independent Contractor Relationship

3.1 Service Providers are independent contractors, not employees, agents, or partners of VTOP. VTOP is not responsible for the acts or omissions of Service Providers.

3.2 VTOP does not supervise, direct, or control the manner in which Service Providers perform services.

Article 4. Payment Terms

4.1 All payments for services are processed through Stripe Direct Charge, where the Customer’s payment is sent directly to the Service Provider’s Stripe-connected account. Stripe, Inc. is a licensed Money Services Business (MSB). VTOP does not directly process payments, hold funds, or act as a payment intermediary between Customers and Service Providers.

4.2 Prices are in U.S. dollars unless otherwise specified.

4.3 Platform fees are disclosed at the time of each transaction and deducted automatically.

4.4 Refunds are subject to our Refund Policy (incorporated by reference).

Article 5. User Conduct

You agree NOT to: (a) Violate any laws, regulations, or third-party rights; (b) Engage in fraudulent, deceptive, or misleading activities; © Distribute harmful content including malware or viruses; (d) Harass, abuse, or harm other users; (e) Send spam or unsolicited communications; (f) Impersonate any person or entity; (g) Bypass or interfere with Platform security; (h) Use the Platform for competing businesses without authorization.

Article 6. Platform Liability (Section 230 CDA)

6.1 VTOP is an interactive computer service provider under Section 230 of the Communications Decency Act (47 U.S.C. § 230). VTOP is not liable for third-party content posted on the Platform.

6.2 VTOP may, in its sole discretion, remove or restrict access to content that violates these Terms or applicable law without liability.

Article 7. Limitation of Liability

7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) VTOP PROVIDES THE PLATFORM “AS IS” WITHOUT WARRANTIES;

(B) VTOP SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

© VTOP’S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF $500 OR THE AMOUNT YOU PAID IN THE PAST 12 MONTHS;

(D) THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY.

7.2 Construction and Service Disclaimer. VTOP is a technology platform and does not perform, supervise, or guarantee any construction or home services. For the full scope of VTOP’s construction and service disclaimers, including limitations on liability for personal injury, death, property damage, economic loss, code violations, and permit issues, see Article 5 of the Disclaimer (Article 13), which is incorporated by reference.

Article 8. Indemnification

8.1 You agree to indemnify, defend, and hold harmless VTOP, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or expenses (including attorneys’ fees) arising from: (a) Your breach of these Terms; (b) Your violation of any law or rights of a third party; © Your use of the Platform; (d) Your provision of services to Customers; (e) Any personal injury, death, or property damage caused by your actions or negligence.

Article 9. Dispute Resolution

9.0 Arbitration Opt-Out: If you do not wish to be bound by the arbitration agreement in this Article 9, you may opt out within 30 days of first accepting these Terms by sending written notice to service@vtopllc.com with your name and the email address associated with your account.

9.1 Any dispute arising from these Terms shall first be attempted to be resolved through informal negotiation (30-day period).

9.2 If unresolved, disputes shall be resolved by binding arbitration under AAA Commercial Arbitration Rules (Service Providers) or AAA Consumer or Commercial Arbitration Rules (Customers).

9.3 Class action waiver: You waive any right to participate in class action lawsuits or class-wide arbitration.

9.4 PAGA Waiver: To the fullest extent permitted by law, you waive any right to bring or participate in a representative action under the California Private Attorneys General Act (PAGA).

9.5 This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16).

9.6 Exception: Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

9.7 For claims under $25,000, arbitration may be conducted by video conference at your election.

9.8 For claims under $75,000, VTOP will pay AAA filing fees if you demonstrate financial hardship.

Article 10. Intellectual Property

10.1 VTOP’s trademarks, logos, and copyrighted content are owned by VTOP and may not be used without prior written consent.

10.2 You grant VTOP a worldwide, non-exclusive, royalty-free, perpetual license to use, reproduce, display, and create derivative works from content you submit to the Platform for purposes of operating, improving, and promoting the Platform and its services.

10.3 VTOP respects intellectual property rights and complies with the DMCA (17 U.S.C. § 512).

10.4 Service Work Product. For construction and home services performed through the Platform, the ownership of service work product is governed by Article 3 of the Intellectual Property Agreement (Article 09), which is incorporated by reference. VTOP claims no ownership interest in such work product.

Article 11. Privacy

11.1 Your use of the Platform is subject to our Privacy Policy, which is incorporated by reference. The Privacy Policy complies with CCPA/CPRA, COPPA, CalOPPA, and applicable state privacy laws.

11.2 VTOP’s Cookie Policy is incorporated by reference and available on the Platform. By using the Platform, you consent to the use of cookies as described in the Cookie Policy.

Article 12. Termination

12.1 You may terminate your account at any time through Platform settings or by contacting support.

12.2 VTOP may terminate your account immediately for cause, including: (a) Material breach of these Terms or any VTOP policy; (b) Fraud, misrepresentation, or violation of law; © Conduct that causes reputational harm to VTOP or other users; (d) Failure to maintain required licenses, certifications, or insurance; (e) Conduct that endangers the safety of Platform users. For non-cause terminations, VTOP will provide 30 days’ prior written notice.

12.3 Upon termination, your right to use the Platform ceases. Sections 6, 7, 8, 9, and 13.5 survive termination.

Article 13. Miscellaneous

13.1 Entire Agreement: These Terms and referenced policies constitute the entire agreement between you and VTOP. Role-specific terms (Customer Terms, Service Provider Agreement) control for matters within their scope.

13.2 Governing Law: Delaware law, excluding conflict of law principles. Exclusive jurisdiction in state and federal courts in Delaware.

13.3 Severability: If any provision is found unenforceable, the remaining provisions remain in effect.

13.4 Force Majeure: Neither party shall be liable for failures or delays caused by circumstances beyond reasonable control, including natural disasters, pandemics, government actions, Stripe system failures, or cybersecurity incidents.

13.5 No Waiver: Failure by VTOP to enforce any provision shall not constitute a waiver of that provision or the right to enforce it later.

13.6 Assignment: You may not assign these Terms without VTOP’s prior written consent.

13.7 Contact: service@vtopllc.com

13.8 Language Accessibility. These Terms are provided in English. If you require assistance in another language, please contact service@vtopllc.com. In the event of any discrepancy between the English version and any translation, the English version shall control.