Terms of sale

1. What is sold

We sell (a) a perpetual licence to use the VX Drive software for a stated major version, (b) maintenance and support for that software by the year, (c) the premium modules by the year, and (d) an upgrade licence for a later major version. The licence to the software is granted by the licence agreement; these terms govern the purchase.

2. Ordering

An order is placed by an owner of an organisation's account through our checkout or by accepting a quote. It is complete when we receive payment, or, for an invoiced order, when the invoice is paid. Prices are as shown at the time of ordering, before tax.

3. Tax

Tax is charged according to your billing address and any tax id you give us, as the law of that place requires. Where we are not required to charge tax, you remain responsible for any that applies to you.

4. Payment

Card payments are processed by Stripe under its own terms; we do not receive card details. Invoices are due by the date they state, by card or bank transfer. An unpaid invoice does not extend an entitlement.

5. Maintenance and modules renew automatically

Maintenance and support and each module renew for a further year at the end of every paid year, at the price then current for existing customers, and your payment method on file is charged. We remind you by e-mail thirty days and seven days before a renewal that is not automatic, and on the day. You may cancel at any time for the end of the paid year from your account, in one step; the cancellation takes effect at the end of that year and nothing is refunded for it.

6. Adding and removing modules

A module added during a year is charged for the rest of that year in proportion and renews with the subscription. A module removed during a year stops at once from the entitlement; the unused time is credited against your next invoice.

7. The perpetual fallback

Nothing you installed under a licence stops working when maintenance, support or a module subscription ends. What ends is your entitlement to releases published after that date, to support, and to switching on a module that is no longer licensed. This is a term of the licence agreement and we will not vary it.

8. Upgrades

A later major version is a new licence. A holder of a licence for the immediately previous major version pays the discounted upgrade price shown at the time. The previous version's licence remains valid.

9. Evaluations

An evaluation licence is granted once per organisation, for thirty days, without payment, for the purpose of evaluating the software. At its end the software locks to its sign-in and licence pages until a licence is installed; nothing stored in it is altered or deleted by the lock.

10. Delivery

The software is delivered as container images from our registry and an installer from your account, with a licence file issued on payment. Delivery is complete when the licence is issued.

11. Refunds

A licence or upgrade purchase may be refunded in full within fourteen days of the order if the software has not been installed with it, on request to support. Maintenance and module years are not refunded once begun, except as the law requires. We refund by the method of payment.

12. Support

Support under maintenance is given through the portal's conversations and by e-mail, in English, on working days in the Pacific time zone, with a first answer within one working day. It covers the installation, updating and operation of the software and the reporting of defects, which we fix in a release. It does not include on-site work or work on your other systems.

13. Your obligations

You are responsible for the machine the software runs on, its security, its backups' destinations and their credentials, the recovery kit, and for keeping your account's people current. You will not share registry credentials outside your organisation.

14. Our liability

To the extent the law allows, our total liability under these terms in any year is limited to the amounts you paid us in that year, and we are not liable for loss of data, profit or business, or for indirect or consequential loss. Nothing limits liability that cannot be limited by law.

15. Changes to these terms

We may change these terms for future orders by publishing a new version here with its date. An order is governed by the version in force when it was placed; a renewal by the version in force at the renewal, of which we give thirty days' notice by e-mail when it changes materially.

16. Assignment

You may transfer your licences and subscriptions to a successor of your organisation by telling us. We may assign these terms to an affiliate or a successor of our business that assumes them in full.

17. Law and disputes

These terms are governed by the law of the State of Washington, United States, and disputes are heard in its courts, without prejudice to any mandatory consumer or public-procurement rule that applies to you. Before either side sues, we will each spend thirty days trying to resolve the matter in good faith.

Contact: Patchgate, LLC, trading as Vertex Lake — support@vertexlake.com.