License.

Parties and scope.

This agreement is between [FULL LEGAL NAME OF INDIVIDUAL OR ENTITY], trading as Vantrel Technologies, identified as the seller on the website and purchase confirmation (Vantrel, we, us), and the individual or legal entity identified in the accepted purchase schedule (Customer, you). Vantrel Technologies is a trade name unless the seller identification expressly states a registered legal entity. A trade name, community role, username, or website does not replace the contracting party's legal name.

This agreement governs any and all closed source software sales and related licensing transactions by the identified Vantrel seller that expressly incorporate it, including Vantrel OS in every edition and release channel, LTS editions, standalone applications, developer tools, utilities, proprietary libraries, SDKs, drivers, firmware, plugins, modules, custom builds, enterprise packages, early access builds, digital documentation, updates, license keys, paid digital access, and associated support, maintenance, customization, or development services. It applies to direct checkout, invoices, private sales, negotiated enterprise purchases, and authorized reseller transactions when validly incorporated by the relevant contracting seller. Vantrel cannot unilaterally bind an independent seller or a buyer who has not accepted the terms. Software means the Vantrel proprietary material specified in an order. Third Party Components are governed as stated in Section 10. Physical goods and their mandatory sale warranties are not converted into software licenses by this agreement.

An Order is a purchase schedule, checkout record, or signed statement of work that identifies the purchased items and incorporates this agreement. A buyer's purchase order does not add or change terms unless Vantrel expressly signs the changes. An Enterprise Amendment means a separately signed agreement specifically modifying these terms.

Acceptance and authority.

Before payment or access, you must receive a reasonable opportunity to read, save, and print the complete agreement and Order. You accept by signing them or by affirmatively selecting an unchecked agreement box next to a conspicuous link to this agreement and submitting the Order. Merely visiting a website, receiving a link, or remaining silent does not constitute acceptance. If you do not agree, do not place the Order or obtain the restricted materials.

You represent that you have legal capacity to contract and are at least the age of majority where you live. If you act for an organization, you represent that you have authority to bind that organization; the organization is the Customer. No personal guarantee by its representative is created. Vantrel may request reasonable verification of authority before fulfillment.

An Order becomes binding when Vantrel expressly accepts it or supplies the purchased entitlement after your acceptance. A payment authorization or automated receipt alone is not acceptance. Vantrel will promptly refund a captured payment for an Order it rejects. Vantrel will provide a durable copy of the accepted terms, Order, and transaction receipt.

Order details and priority.

Each Order must state the seller and Customer identities, product and edition, release channel, quantity, allowed users and devices or instances, permitted use, license duration, delivery deadline, price and currency, taxes, recurring fees if any, renewal and cancellation terms, refund terms, support scope, and any promised maintenance end date. Material omissions must be resolved before payment; these terms are not permission to impose undisclosed fees or restrictions afterward.

Mandatory law takes priority. Subject to that law, an Enterprise Amendment controls the provisions it expressly changes; the accepted Order controls product, price, scope, duration, delivery, and specific written commitments; this agreement otherwise controls. A separately applicable Third Party Component license controls rights in that component. General marketing language cannot silently change an accepted Order, and this priority rule does not excuse false advertising or erase binding representations.

These terms apply prospectively only to Orders that incorporate them. Existing customers do not become subject to new restrictions solely because Vantrel posts this agreement. A change to an existing contract requires a valid amendment, affirmative agreement where required, and any other steps required by law.

License grant and default limits.

Subject to payment of the agreed fees and compliance with this agreement, Vantrel grants you a limited, nonexclusive license to install and run the supplied object code, use the accompanying documentation, and make reasonable secure backup copies for the use specified in the Order. No ownership of Vantrel intellectual property is transferred. The license is not transferable or sublicensable except with Vantrel's written consent or to the extent mandatory law requires otherwise.

If an accepted Order expressly incorporates the defaults in this section, one purchased license permits one active operating system instance at a time on one physical device or in one virtual machine, used by one named individual for personal use or, if purchased by an organization, its internal business operations. Each additional active physical or virtual instance requires another entitlement. An inactive backup is not an additional active instance. A license may move to a replacement device after the prior installation is deactivated or deleted; this is not a transfer to another Customer.

A one time license is perpetual for the version delivered unless the Order prominently states a fixed term or subscription license before purchase. Perpetual means no scheduled license expiration, subject to valid termination for breach; it does not promise lifetime support, future releases, or perpetual online services. A subscription software license lasts only for its paid term. A support subscription is separate and does not make a perpetual software license expire merely because support is cancelled.

Resale and redistribution prohibitions.

Except under a separately signed reseller, distribution, OEM, or hosting agreement, you must not sell, resell, offer for sale, auction, rent, lease, lend, give away, sublicense, assign, barter, or otherwise transfer access to the Software or your license, in whole or in part. The prohibition includes transfers without profit, cost recovery arrangements, donations tied to access, bundled offers, and access supplied as a membership benefit.

You must not upload, mirror, seed, torrent, publish, email, stream downloadable copies of, or otherwise distribute proprietary installers, ISO or disk images, virtual machine images, containers containing Software, updates, patches containing proprietary code, private repositories, documentation supplied as confidential, or activation materials to unauthorized persons. A password protected forum, private group, or personal cloud link does not authorize sharing.

You must not sell or provide a computer, appliance, virtual machine, hosted desktop, managed service, or other product with the Software preinstalled or embedded for another person's use, or operate it as a service bureau, timesharing platform, public rental service, or hosting service for third parties without the applicable written permission. Ordinary internal business operations and the sale of your independently created products or outputs remain permitted within the Order's license scope.

You must not sell, broker, share, publish, reuse across unauthorized installations, or transfer keys, license certificates, download tokens, activation credentials, customer accounts, support access, or invitations to restricted build channels. You must not facilitate another person's prohibited transfer. These restrictions govern Vantrel proprietary material only and remain subject to Sections 10 and 12.

Copying modification and competing products.

You may make the copies technically necessary for authorized installation, execution, disaster recovery, and secure backup. You may configure the operating system and develop independent applications, scripts, drivers, themes, and data that do not reproduce or disclose protected Vantrel material. You retain ownership of your independent material, subject to any third party rights.

Except where an Order or mandatory law permits, you must not copy protected material beyond the licensed scope, create or distribute derivative builds containing proprietary code, remove copyright or license notices, rebrand the Software as your own, or extract proprietary components for unauthorized standalone use. Access to a binary does not grant source access, modification rights, or a right to publish modified builds.

You must not use misappropriated source code, confidential architecture, or unauthorized copies to create a competing operating system or service. This clause does not prohibit lawful competition, independently developed software, use of general knowledge or unprotected ideas, or exercise of protected interoperability and research rights. You must not submit nonpublic proprietary source code, builds, keys, or confidential documentation to public datasets, model training services, or outside tools that obtain independent reuse rights without written permission.

Accounts and authorized personnel.

You must provide accurate registration and billing details, protect credentials, use available reasonable security controls, and promptly report suspected compromise. Accounts must not be sold or shared. Organizational access by employees or contractors is permitted only within the purchased user and instance limits, for your authorized internal purposes, and under obligations protecting Vantrel's confidential materials. Contractors receive no independent license.

You are responsible for personnel acting within your authorization and must withdraw access when their role ends. You are not automatically responsible for every action of an unrelated attacker or for losses caused by Vantrel's own security failures. We may verify entitlements through proportionate requests under Section 21.

Prohibited conduct and security.

You must not use Vantrel services or the Software to conduct unlawful intrusion, distribute malware, steal credentials, commit fraud, infringe intellectual property, violate privacy, facilitate exploitation, or knowingly violate applicable export or sanctions laws. You must not impersonate Vantrel personnel, forge entitlements, misrepresent authorized reseller status, or deceive another person about the origin or licensing of a build.

You must not defeat activation, forge licenses, manipulate entitlement servers, disable license enforcement for unauthorized use, distribute circumvention tools for infringement, or intentionally evade purchased user or device limits, subject to the mandatory exceptions in Section 12. Do not interfere with Vantrel's services, attempt unauthorized access to other customers, or perform disruptive tests against systems you do not have authority to test.

Lawful local testing, administration, independent research, and good faith vulnerability reporting are not prohibited merely because they identify a defect or security weakness. Any separately offered testing authorization must identify the systems and limits it covers. These terms do not grant permission to test third party systems.

Restricted builds and confidentiality.

Confidential Information means nonpublic source code, unreleased builds, private signing or activation material, nonpublic security details, and nonpublic technical or business information identified as confidential or reasonably understood to be confidential in context. A publicly released product's ordinary appearance, your purchase price, your experience, and your independent opinion are not confidential merely because you purchased the product.

Use Confidential Information only for the licensed purpose; protect it with reasonable care and at least the care used for your own comparable information; and disclose it only to authorized personnel with a legitimate need and equivalent confidentiality duties. Do not publish restricted build files, source excerpts, private download links, or screenshots that reveal protected secrets. This clause does not impose a blanket ban on reviews or ordinary public product screenshots.

Confidential Information excludes information you can establish was lawfully public, already known without restriction, independently developed without protected information, or lawfully received from another source without a confidentiality duty. You may disclose what law requires and, where lawful, give prior notice and limit disclosure to what is required. No provision prohibits legally protected reporting to authorities, legal advice, whistleblowing, or protected consumer communications.

Confidentiality duties last three years after the relevant disclosure, and protection of trade secrets continues for as long as the information legally qualifies as a trade secret. Upon a lawful request after termination, return or delete protected materials as specified in Section 24. A separate source access agreement is required before proprietary source code is supplied.

Third Party Components and open source rights.

Software may include independently licensed third party or open source components. Their license notices, attribution requirements, source offers, and other applicable terms remain effective. Vantrel grants no rights it does not possess. If a third party license grants copying, modification, redistribution, reverse engineering, or other rights in its component, this agreement does not remove or narrow those rights.

The no resale and no distribution provisions do not prohibit acts expressly authorized by an applicable third party license for the covered component. They continue to apply to separable Vantrel proprietary code, keys, branding, and confidential materials. Inclusion of a component does not grant the right to redistribute the whole proprietary operating system image.

Vantrel must supply the notices, corresponding source or valid source offer, and other materials required by applicable component licenses. A closed source label does not excuse those obligations. If a component license requires broader rights in a particular combined work, that license controls the affected work to the extent required. Do not distribute a build under these terms until its dependency and licensing obligations have been checked.

Ownership branding and customer materials.

Vantrel and its licensors retain all rights in their Software, documentation, designs, marks, and other protected materials except the rights expressly granted. No patent, trademark, source license, or distribution right arises by implication. You may accurately identify your authorized use but may not suggest sponsorship, certification, or endorsement without written permission.

You retain your data and independent content. Vantrel receives only the limited rights necessary to provide the services you request, subject to the applicable privacy notice and any signed data processing terms. Do not send confidential data or credentials unless needed through an agreed secure channel. Optional feedback may be used without payment only to the extent it contains no customer confidential information or third party protected material; no ownership of your reviews or unrelated work is transferred.

Mandatory rights and protected activity.

Every restriction in this agreement is limited by applicable nonwaivable law. Nothing prohibits copying, archival use, interoperability, accessibility, security research, reverse engineering, repair, transfer, or other acts to the extent law or an applicable third party license gives you a right that cannot lawfully be restricted. Where a lawful exception applies, it is not conditioned on obtaining Vantrel's permission.

Nothing restricts honest consumer reviews, lawful performance assessments, complaints to regulators, cooperation with authorities, access to courts, or legally protected disclosures. No penalty, license termination, or transfer of review ownership is imposed for such activity. Claims of confidentiality or brand protection must not be used to suppress protected criticism. This section does not authorize unlawful disclosure of genuine trade secrets or another person's private information.

Prices taxes and payment.

The accepted Order states all charges and their currency. There is no assumed price, mandatory monthly fee, automatic renewal, or paid upgrade unless disclosed and accepted before purchase. You authorize only the stated charges. Applicable taxes will be itemized where required; you are not responsible for taxes on Vantrel's net income.

Payment is due as stated in the Order. If payment fails, Vantrel will notify you and allow at least ten calendar days to cure before suspending the unpaid entitlement, unless immediate action is reasonably necessary for actual fraud or security harm. No undisclosed late fee applies. Collection costs or interest are recoverable only if separately and lawfully agreed or awarded by a court.

Pricing errors may be corrected before acceptance. Vantrel may not unilaterally increase the agreed price of an accepted Order. If fulfillment becomes impossible, the parties may agree on a replacement; otherwise Vantrel will refund undelivered items. A good faith billing dispute does not waive your legal rights, and no fee or punishment applies merely because you request a lawful chargeback.

Recurring charges and cancellation.

A recurring plan requires a separate clear disclosure of the amount, frequency, initial term, next charge date, renewal conditions, cancellation method, and any minimum commitment, plus your express informed consent before charging. An optional recurring support plan must not be preselected or treated as part of an advertised one time price without clear disclosure.

Unless the Order expressly states a lawful fixed commitment, you may stop future renewals at any time through the same account used to subscribe or through the website's designated support or cancellation channel. Vantrel must provide an accessible cancellation mechanism and confirm cancellation. Cancellation received before the next scheduled charge prevents that charge; no unreasonable advance notice period applies. Cancellation normally takes effect at the end of the paid period, subject to required or promised refunds.

Vantrel will provide renewal notices and consent opportunities required by your jurisdiction. Recurring price increases require at least thirty days' advance notice or a longer legally required period and an opportunity to cancel before the increase. A fixed paid term's price does not change. Changes requiring fresh consent will not take effect without that consent.

Delivery activation and availability.

Vantrel will deliver the listed files, access method, and entitlements by the deadline in the Order. The Order must identify hardware requirements, supported configurations, activation requirements, any recurring connectivity requirement, and known material limitations before purchase. You are responsible for supplying compatible equipment and making backups before installation.

Downloads may be personalized or watermarked for entitlement administration if disclosed. Activation and any licensing data processing must follow Section 20. We may replace expired download links after reasonable verification. Vantrel will not withhold a paid perpetual license solely because an unrelated optional support plan has ended.

No online service is promised to operate forever. If Vantrel plans to retire activation infrastructure required by a paid perpetual license, it will provide at least ninety days' notice where practicable and a lawful offline activation or equivalent continued use method. If that cannot reasonably be provided and licensed use becomes materially unavailable, Vantrel will offer an appropriate refund or other remedy consistent with applicable law and the remaining value of the affected entitlement.

Refunds and nonconforming delivery.

Unless an accepted Order offers a more favorable policy or mandatory law requires more, you may cancel a standard digital software purchase within fourteen calendar days after delivery for a refund of its license fee. You must stop using and delete the refunded proprietary copies and keys, subject to legally required retention. This policy is a substantive commitment and must be supported operationally before adoption.

After that period, a change of mind does not create an additional contractual refund right. Statutory rights, remedies for misrepresentation, nondelivery, material defects, and Vantrel's unfulfilled express commitments remain available. A failure to meet the agreed delivery deadline permits cancellation and a refund for the undelivered item unless you agree to an extension.

For a materially nonconforming deliverable, notify Vantrel with reasonably available details. Vantrel will attempt correction or replacement within a reasonable period not exceeding thirty days after notice unless you agree otherwise. If correction fails, is impossible, or cannot lawfully be required before a refund, you may obtain the appropriate refund or other legally available remedy. No troubleshooting condition overrides an immediate statutory remedy.

Refunds will be issued to the original payment method within ten business days after approval or sooner where required. Custom service cancellation is governed by the accepted statement of work; absent a different lawful agreement, you pay only for authorized work reasonably performed before cancellation and unavoidable disclosed commitments, and prepaid unused amounts are refunded. No blanket forfeiture of every advance payment applies. Physical goods require product specific sale and return terms.

Early access and evaluation releases.

An Order for early access, alpha, beta, or evaluation Software must prominently identify that status and known material limitations before purchase. Such builds may contain serious defects, cause data loss, lack drivers or features, and change substantially. Use isolated testing environments and reliable backups; do not place critical production workloads on a test build without independently assessing suitability.

Early access does not guarantee a final release date, specific roadmap item, investment return, future free upgrade, or enterprise certification. Promised deliverables expressly stated in an accepted Order remain binding. Calling a product early access does not excuse deceptive claims or eliminate mandatory remedies. Vantrel must not advertise commercial readiness, safety, or certification it cannot substantiate.

LTS updates and support.

LTS identifies a maintenance channel only. An LTS Order must specify the covered major release, maintenance start and end dates, included security or defect updates, support channels and hours, and exclusions. If these are not specified, do not present the product as carrying a fixed support duration. LTS does not by itself mean lifetime support, guaranteed security, certified compliance, or compatibility with every application.

Unless the Order promises otherwise, support consists of reasonable assistance through the stated channel and has no guaranteed response or resolution time. A guaranteed uptime, recovery time, incident response period, or service credit exists only under an express service level agreement. New major versions, custom development, migration, and third party troubleshooting are excluded unless purchased.

Updates may correct vulnerabilities or change implementation but must not silently remove paid essential functionality, convert a perpetual license to a subscription, or impose new material obligations. Vantrel will honor the maintenance period it actually sells. If it ends a prepaid service early without your uncured material breach, it will refund the unused prepaid portion and provide any additional mandatory remedy.

Community access and no investment rights.

A software or support purchase buys only the listed license, goods, and services. It does not purchase shares, equity, debt, profit participation, dividends, ownership, a legal board seat, fiduciary rights, or a guaranteed return. Descriptions such as supporter, founder, council, or community board confer only the community privileges expressly listed in the Order.

Any securities transaction, employment relationship, partnership, or corporate governance appointment requires its own legally compliant documentation. These terms do not unwind or waive any separate existing investment rights. Community access may be moderated under rules disclosed before purchase; a loss of community privileges does not automatically terminate a separate paid software license or erase paid service obligations.

Privacy customer data and remote access.

Before collecting personal information, Vantrel must provide an accurate privacy notice identifying the information collected, purposes, applicable lawful bases, recipients, retention, security practices, international transfers where relevant, and available rights and the website contact mechanism. These terms do not substitute for that notice or create blanket consent to undisclosed monitoring.

License verification may use account identity, entitlement status, version, activation timestamps, and a limited device identifier only as disclosed and lawfully processed. Vantrel may not inspect private files, record screens or keystrokes, access credentials, or remotely control your device merely to enforce this agreement. Remote support requires your specific authorization for the session or an independently agreed managed service scope.

You must maintain backups and ensure you have rights to data you submit. Vantrel will use reasonable safeguards and make breach notifications required by law. Handling regulated information or personal data for an organization may require a separate data processing agreement or other statutory contract before such processing begins. No claim of regulatory compliance arises solely from purchase.

Verification and proportionate enforcement.

If Vantrel has a reasonable basis to suspect unlicensed deployment, it may request a written confirmation of device counts, authorized users, and entitlement records relevant to the concern. Requests must be proportionate, preserve confidentiality, and allow at least fifteen business days for response unless urgent security circumstances justify less. No general right to enter premises, scan systems, inspect unrelated records, or access private data is granted.

An on site or intrusive enterprise audit requires a separately signed agreement or legal process. Vantrel bears its own verification costs unless another lawful written agreement or court order provides otherwise. Any proven deployment shortfall may be remedied by purchasing the required licenses or discontinuing unauthorized use, without an automatic punitive multiplier.

Warranties and operating risks.

Vantrel warrants that it has authority to grant the stated proprietary license and will provide paid services with reasonable care and skill. Express specifications and commitments in the accepted Order remain enforceable. You must independently assess suitability for your hardware, applications, backup plans, and security needs.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT OR THE ORDER AND NONEXCLUDABLE LEGAL WARRANTIES, THE SOFTWARE AND SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. VANTREL DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGING OPERATION TO THE EXTENT THEY MAY LAWFULLY BE DISCLAIMED. VANTREL DOES NOT WARRANT ERROR FREE OR UNINTERRUPTED OPERATION OR THAT EVERY VULNERABILITY WILL BE FOUND OR CORRECTED.

No disclaimer excludes rights that cannot lawfully be excluded, contradicts a binding express warranty, or excuses fraud. The Software is not represented as validated for life support, emergency response, weapons control, nuclear operations, or other safety critical use. Such use requires independent validation and an appropriate separately signed agreement; a disclaimer does not eliminate liability the law requires.

Liability and third party claims.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, ARISING FROM THIS AGREEMENT. THIS EXCLUSION DOES NOT REMOVE A REMEDY THAT APPLICABLE LAW REQUIRES OR AUTOMATICALLY CLASSIFY EVERY LOSS OF DATA OR PAYMENT AS INDIRECT.

Except for the exclusions below, each party's aggregate liability arising out of the affected Order is limited to the greater of US $500 or the total amounts paid or payable under that Order during the twelve months before the first event giving rise to liability. For a one time license purchased more than twelve months earlier, its original license fee is included in that calculation.

These limitations do not apply to fraud, willful misconduct, gross negligence where it cannot lawfully be limited, death or personal injury caused by negligence, unpaid agreed fees, refund obligations, your intentional unauthorized redistribution or misappropriation of proprietary material, or liability that cannot lawfully be limited. Excluding intentional redistribution from the cap does not create automatic damages or dispense with proof.

Only an organizational Customer, and only to the extent permitted by law, will indemnify Vantrel for third party claims directly resulting from that Customer's intentional unlawful redistribution of Vantrel proprietary code or its knowing infringement through materials it supplies. This obligation excludes claims caused by Vantrel's conduct, authorized product use, or Vantrel supplied infringing material. Vantrel must give prompt notice, reasonable cooperation at the Customer's expense, and reasonable control of the defense with competent counsel; no settlement may admit fault or impose nonmonetary obligations on Vantrel without its consent. No consumer indemnity is imposed.

Suspension termination and effect.

Either party may terminate an affected Order for the other's material breach if the breach remains uncured thirty days after written notice describing it. Nonpayment follows the notice period in Section 13. Vantrel may immediately suspend the specific access reasonably involved in credible ongoing unauthorized distribution, serious security abuse, or legally required restrictions, and may terminate immediately for an intentional material breach that cannot reasonably be cured.

Any suspension must be proportionate and last only as long as reasonably necessary. Where lawful, Vantrel will notify you of the basis and offer an opportunity to contest an error through the website's designated legal or support channel. Protected reviews, lawful complaints, and cancellation of optional support are not grounds to revoke a paid perpetual license. Vantrel may not terminate a paid license solely for convenience.

Upon valid expiration or termination of the software license, stop using and delete the affected proprietary copies and keys. On reasonable request, confirm compliance in writing. You may retain legally required records and inaccessible routine backups until ordinary deletion, without restoring them for use. Vantrel will not remotely erase your data or disable unrelated devices. Independent customer data and rights under Third Party Component licenses remain yours.

Termination does not erase accrued payment obligations, lawful refund rights, or claims for an earlier breach. Ownership, confidentiality for its stated period, liability limits, dispute terms, and provisions needed to interpret accrued rights survive. Ending one Order does not automatically end every unrelated Order.

Remedies and evidence.

For a proven breach, an injured party may seek actual damages, applicable statutory remedies, and other relief available under law. Vantrel may ask a court for an injunction to address unlawful disclosure or distribution, but must satisfy the court's legal requirements. No injunction, criminal liability, statutory damages amount, or recovery of legal fees is automatic.

This agreement imposes no fixed per copy fine, automatic debt, punitive contractual charge, or presumption that every use is copyright infringement. A contractual breach and copyright infringement are distinct legal questions. A court determines recoverable damages and fees under the governing law. Both parties must reasonably preserve relevant evidence when legally required and avoid unauthorized collection of another person's data.

Governing law and dispute process.

Subject to mandatory protections applicable to the Customer, Washington State law and applicable United States federal law govern this agreement, excluding choice of law rules that would displace that selection. This choice does not deprive a consumer of nonwaivable protections in the place where the consumer habitually resides.

Before filing an ordinary civil claim, a party should send a written description of the dispute and requested resolution to the other party's designated website or account notice channel and allow thirty days for good faith discussions. This step is not a condition that blocks small claims, urgent protective relief, regulatory complaints, or a filing needed to preserve a deadline. Statutory limitation periods are not shortened by this agreement.

Unless mandatory law permits or requires a consumer to sue elsewhere, courts of competent jurisdiction in Pierce County, Washington, and the United States District Court for the Western District of Washington have jurisdiction over disputes. The parties consent to those courts where lawful. Small claims remain available in any legally competent small claims court. This agreement contains no mandatory arbitration, class action waiver, or contractual jury trial waiver.

Notices and electronic records.

Formal notices to Vantrel may be submitted through the legal notice or support contact mechanism designated on the website at the time of submission. Notices to the Customer may be sent to the verified account email or another electronic notice destination designated in the accepted Order. The website must identify a functioning channel for notices and cancellation; no personal address or email field in this agreement is required to use that channel. A notice is effective on acknowledged receipt or documented delivery, subject to any legally required delivery method. An account notice requiring action must be accompanied by an email or equivalent direct notification where reasonably available; merely posting it on an unvisited page is not delivery. Legal process must be served as the law requires, and any legally required business disclosures must still be supplied in the appropriate website or transaction record.

The parties agree to electronic contracting and delivery of ordinary transaction records to the extent permitted by law. Vantrel must provide any separate electronic disclosure consent required by law, including access requirements and withdrawal instructions where applicable. Consent to electronic records is not consent to marketing. Each party may retain and reproduce its copy. Typed or electronic signatures evidence agreement only where the person actually intends to sign.

General provisions.

This agreement, accepted Orders, and signed amendments contain the parties' agreement on their subject matter, without excluding liability for actionable misrepresentations or overriding mandatory law. A waiver must be express and applies only to the stated instance. A delay in enforcement does not waive a right. If a provision is unenforceable, it is severed or narrowed only as law permits, and the remainder continues if the essential bargain can lawfully stand.

You may not assign a proprietary license without written consent except where mandatory law permits. Vantrel may assign this agreement with a genuine business transfer if the successor assumes the obligations and your material rights are preserved. Neither party may use assignment to evade accrued duties. No unrelated person receives third party beneficiary rights.

Events beyond reasonable control may excuse a temporary performance delay, but not payment already due, required refunds, or reasonable mitigation. The affected party must give prompt notice and resume performance when practicable. If an undelivered paid item is delayed more than thirty days beyond its agreed date, you may cancel that item for a refund unless you agree to wait.

The parties are independent contracting parties. Headings aid reading only. Including means including without limitation. Written includes a durable electronic record. Future versions of these terms may govern future accepted Orders; they do not retroactively rewrite this agreement. A material amendment to an existing Order requires mutual assent and any legally required notice or consent.

Closed source proprietary software license.

This section is the proprietary end user license for all covered closed source purchases, not only operating system purchases. It applies automatically to every Vantrel proprietary software item identified in an accepted Order, including items sold separately, in bundles, as add ons, through a custom development statement of work, or through a renewal or upgrade that incorporates these terms. Price, payment, or possession of a copy does not itself convey copyright ownership, unrestricted distribution rights, source code rights, or exclusivity. The general grant in Section 4 and restrictions in Sections 5 through 12 form part of this license.

Closed source means Vantrel does not grant the Customer public source access or open source permissions for its proprietary material under this agreement. Unless the Order expressly grants source access, the deliverable is executable object code and user facing documentation only. Internal repositories, source files, build scripts, build infrastructure, development history, debugging symbols containing protected material, signing keys, development credentials, and internal engineering documentation are excluded. Publicly available source and separately licensed Third Party Components are not made confidential by this label.

Unless a separately signed permission or a mandatory legal exception applies, you must not reverse engineer, decompile, disassemble, translate protected binaries into source, reconstruct protected source code, decrypt restricted engineering materials, or use access to extract nonpublic proprietary implementation details. This restriction does not prohibit ordinary configuration, independent development using documented interfaces, debugging your own applications, or activity protected under Section 12. No advance approval requirement applies to an act the law gives you a nonwaivable right to perform.

A development license, SDK, header, example, or plugin interface grants only the development and runtime rights expressly identified in the Order or its component license. You may distribute only files expressly designated as redistributable and only under their accompanying conditions. An interface definition or example does not grant permission to bundle the entire runtime, operating system, private SDK, or license server. If no redistribution grant is stated, obtain written permission before distributing Vantrel proprietary files.

Custom development and payment for engineering time do not, by themselves, assign copyright or make the deliverables a work made for hire. Unless a signed statement of work expressly assigns identified rights, Vantrel retains its preexisting tools and proprietary deliverables, and the Customer receives the internal use license and agreed term specified in the Order. The Customer retains its preexisting materials and supplies only the rights necessary for the work. Any assignment, exclusive license, source delivery, escrow, or transfer on a specified event must be separately and expressly documented; it is not implied by a substantial purchase price.

If Vantrel expressly grants source access, the grant must identify the repository or materials, named authorized persons, permitted purposes, modification rights, build rights, security requirements, and whether any resulting binaries may be deployed or distributed. Source access alone does not authorize publication, sublicensing, resale, model training, or distribution of derivative builds. The confidentiality duties in Section 9 apply. A source escrow must have its own custodian, deposit specification, release conditions, and post release license; no escrow commitment is created here.

Nonproduction, trial, educational, demonstration, and developer licenses may be used only for their expressly stated purpose, duration, and limits. An evaluation key is not a production or resale license. A promotional discount does not change license scope. Internal use by affiliates, separate subsidiaries, clients, or customers is not included merely because entities share ownership; the Order must identify any additional licensed entities. Device administration and technical access by an authorized contractor remain subject to Section 7.

No person may grant downstream rights greater than the rights Vantrel expressly authorizes in writing. A reseller, OEM, integrator, distributor, or managed service provider must have its own signed commercial agreement identifying the products, territory, channel, end user terms, support responsibilities, and permitted distribution method. Purchasing a retail or enterprise internal use license is not such authorization. Any lawful independently licensed component redistribution remains governed by Section 10.

Unless otherwise expressly agreed, later updates and replacement proprietary files supplied for a covered product receive the same license scope and restrictions as the original product. An upgrade that replaces a prior license must prominently disclose that effect before purchase; there is no silent cancellation of an independently purchased entitlement. Migration to an open source edition, or a future public release of some code, does not automatically relicense every earlier proprietary build or grant rights in excluded components.

Buying proprietary software does not purchase Vantrel trademarks, trade secrets, patents, signing certificates, build infrastructure, customer lists, reseller status, or the right to represent Vantrel. All rights not expressly granted remain with their respective owners, subject to mandatory law. This section creates a contractual license only when properly accepted and does not declare that every disputed use automatically violates copyright or a criminal statute.

Vantrel OS LTS maintenance and lifecycle terms.

This section applies in addition to the proprietary license whenever an accepted Order identifies a Vantrel OS LTS product or another Vantrel proprietary LTS product. LTS means long term support for the exact release family and maintenance period sold. It is not a distinct ownership interest and does not authorize resale, redistribution, public mirrors, shared access, or source publication. The closed source restrictions apply to LTS installers, recovery media, maintenance images, backports, private advisories containing secrets, and proprietary update packages.

Every LTS Order must identify the supported product and major release, supported architecture, eligible hardware or virtualization configurations, maintenance start date, maintenance end date, included update channels, and the date from which any separately charged support begins. It must distinguish security maintenance from help desk support, incident response, feature development, and extended support. No unstated five year, ten year, lifetime, or indefinite commitment is inferred from the letters LTS.

Unless a more specific accepted service description controls, LTS maintenance means commercially reasonable efforts during the stated maintenance period to assess credible reports affecting the supported release and provide available corrections, mitigations, or documented workarounds for confirmed material security vulnerabilities and reproducible material defects in Vantrel maintained proprietary components. It includes maintenance updates Vantrel actually releases for that covered branch. It does not guarantee that all defects can be fixed, that an exploit will never occur, or that every third party component has continuing upstream support.

Vantrel will triage reports by reasonably assessed severity, exploitability, exposure, and customer impact. A severity classification is not a promised resolution time. A fixed response deadline, emergency on call coverage, incident handling obligation, patch deadline, uptime target, or service credit exists only where the Order or a signed service level agreement specifies it. If Vantrel cannot provide a correction within an expressly promised period, the agreed service remedy and mandatory rights apply.

Maintenance may use a targeted backport, configuration change, replacement component, or workaround rather than a new upstream version. Version numbers alone do not establish patch status. Vantrel will provide release notes or equivalent documentation identifying material fixes, known material limitations, and installation requirements without requiring disclosure of exploitable details before a responsible release. Feature additions, new user interfaces, new architectures, general application compatibility, major release upgrades, and custom device enablement are excluded unless the Order expressly includes them.

You must use a covered configuration, provide reasonable reproduction details, and apply reasonably available relevant fixes when requesting diagnosis, unless the fix is unsuitable for a documented material reason. Vantrel may require a reproducible case on a supported configuration before promising a product correction. It may not demand disclosure of unnecessary personal data or treat a suggested troubleshooting step as waiver of a mandatory remedy. Support for third party code depends on the scope sold and the rights and resources available; Vantrel must still meet its own express commitments.

Critical security corrections that are part of the purchased LTS maintenance entitlement are not an additional paid feature merely because their development is expensive. Vantrel may charge separately for expressly excluded services, a new major release, or an optional extended maintenance period only after disclosing the separate price and obtaining acceptance. An optional help desk subscription does not reduce an LTS maintenance period already included in a paid Order. If maintenance itself is sold as a recurring subscription, its term and cancellation effect must be clearly stated before purchase.

At least ninety days before a scheduled LTS maintenance end date, Vantrel will send a lifecycle reminder to the current account contact where practicable and maintain an accessible lifecycle notice. The accepted end date remains controlling even if a reminder is missed, unless law requires otherwise. Before that date, Vantrel will describe any available successor release or optional extended support offer and material migration limitations. A new support fee or extended term does not arise without acceptance.

After the stated maintenance end date, a perpetual license continues for the lawfully obtained delivered version, but new fixes, compatibility work, and technical support are no longer promised unless purchased. A fixed term software subscription expires according to its accepted term. You should plan migration or isolation before unsupported use. Expiry of maintenance does not convert a perpetual license into an expired subscription or authorize Vantrel to delete data. You may retain lawful installation and update backups within your entitlement; no public redistribution right arises.

If Vantrel must discontinue an LTS branch before its sold end date, it must give prompt notice and use reasonable efforts to offer continued compliant maintenance, an equivalent supported replacement with reasonable migration assistance, or a refund of the prepaid undelivered maintenance portion. A substitute that materially changes the purchased bargain requires the Customer's agreement. Remedies for an unusable software entitlement, an inseparable bundle, or misleading sales claims remain available under the agreement and applicable law; a support refund does not automatically satisfy every claim.

Proprietary patches and maintenance images remain licensed only for the products, users, and instances covered by the purchased entitlement. You may apply and internally stage them for those installations and keep secure recovery copies, but may not operate a public patch mirror, supply updates to unlicensed organizations, sell recovery images, share update credentials, or distribute proprietary backports separately. Third party license rights remain unaffected. Internal staging servers serving only authorized installations are permitted within the Order scope.

LTS is not a representation that the product is certified for healthcare, payment systems, governmental security classifications, industrial control, or enterprise workloads of every kind. Any certification, compliance commitment, commercial readiness claim, supported production use, or service guarantee must be stated accurately and supported by evidence. Customer testing, backups, change control, and recovery planning remain necessary. This clause does not negate a specific express warranty or excuse inaccurate marketing.