Terms and Conditions

1. About Vertical Aspect LLC

Vertical Aspect LLC ("Vertical Aspect," "we," "us," or "our") is a Kansas City, Missouri-based company and an authorized North American distributor for Terrasolid Ltd. LiDAR and geospatial processing software and AISPECO airborne sensor payloads. We provide sales, licensing, training, technical support, and related professional services to clients throughout North America.

2. Acceptance of Terms

By visiting www.verticalaspect.com (the "Site"), submitting an inquiry, placing an order, or entering into any agreement with Vertical Aspect, you ("Customer," "you," or "your") acknowledge that you have read, understood, and agree to these Terms and Conditions, our Privacy Policy, and any applicable order or license agreements.

These Terms apply to all visitors, customers, and others who access or use the Site or our services. We may update these Terms at any time, and continued use of the Site following any changes constitutes acceptance of the revised Terms.

3. Products and Services

Vertical Aspect offers the following categories of products and services:

• Software Licensing: Authorized resale and distribution of Terrasolid software licenses for LiDAR and geospatial data processing.
• Hardware / Sensor Payloads: Distribution of AISPECO airborne sensor systems and related components.
• Training and Education: Instructor-led and virtual training courses on Terrasolid products and LiDAR workflows.
• Technical Support: Support services for licensed Terrasolid software users in North America.
• Professional Services: Consulting, workflow development, and project assistance for geospatial and LiDAR data collection and processing projects.

All product and service descriptions are subject to change without notice. Vertical Aspect reserves the right to discontinue any product or service at any time.

4. Orders, Quotes, and Pricing

All prices quoted by Vertical Aspect are in U.S. dollars unless otherwise stated. Quotes are valid for 30 days from the date of issuance unless a different validity period is specified in writing. Vertical Aspect reserves the right to correct pricing errors at any time prior to final acceptance of an order.

An order is not binding on Vertical Aspect until confirmed in writing (including via email). Vertical Aspect may decline any order at its discretion.

Software license pricing is subject to the pricing structures established by Terrasolid Ltd. and may change in accordance with manufacturer updates. Hardware pricing is subject to availability and supplier pricing at the time of order confirmation.

5. Payment Terms

Payment terms are as specified on each invoice or order confirmation. Unless otherwise agreed in writing:

• Payment is due within 30 days of invoice date (Net 30).
• Vertical Aspect accepts payment by check, ACH/wire transfer, and major credit cards. Credit card payments may be subject to a processing fee.
• Overdue balances may be subject to a late fee of 1.5% per month (or the maximum allowed by applicable law, whichever is less).
• Vertical Aspect reserves the right to withhold delivery of products, licenses, or services until payment is received in full.

6. Software Licensing Terms

All Terrasolid software products distributed by Vertical Aspect are subject to end-user license agreements ("EULAs") established by Terrasolid Ltd. By purchasing a Terrasolid software license through Vertical Aspect, you agree to be bound by the applicable Terrasolid EULA in addition to these Terms.

Vertical Aspect acts as an authorized reseller and distributor; we do not own the intellectual property in Terrasolid software and do not have authority to modify, waive, or negotiate the terms of Terrasolid's EULA on behalf of Terrasolid Ltd.

• Software licenses are non-transferable unless explicitly permitted by the applicable EULA.
• Unauthorized copying, reverse engineering, or redistribution of licensed software is strictly prohibited.
• Annual maintenance and support agreements may be required to receive software updates and technical support; terms will be specified at the time of purchase.

7. Returns, Cancellations, and Refunds

Software Licenses: Due to the nature of software licensing, all sales of software licenses are final and non-refundable once a license key or activation has been delivered, except as required by applicable law or as otherwise agreed in writing.

Hardware: Hardware returns must be requested within 15 days of delivery. Items must be returned in original, unused condition with all packaging and documentation. Return shipping costs are the responsibility of the customer unless the return is due to a defect or error on the part of Vertical Aspect. Restocking fees may apply.

Training and Services: Cancellation of a confirmed training registration or professional services engagement must be made in writing. Cancellations made more than 14 days before the scheduled event will receive a full refund or credit. Cancellations within 14 days of the event may be subject to a cancellation fee of up to 50% of the registered amount. No-shows will be charged in full.

8. Intellectual Property

All content on this Site -- including but not limited to text, images, graphics, logos, and marketing materials -- is the property of Vertical Aspect LLC or its licensors and is protected by applicable U.S. and international copyright, trademark, and other intellectual property laws.

You may not reproduce, distribute, modify, or create derivative works from any content on this Site without the prior written consent of Vertical Aspect. Terrasolid, AISPECO, and related product names and logos are trademarks of their respective owners.

9. Confidentiality

In the course of business, each party may receive confidential or proprietary information from the other party. Both parties agree to maintain the confidentiality of such information and to use it solely for the purposes of the business relationship. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

10. Privacy and Data Use

Vertical Aspect collects and processes personal information in accordance with our Privacy Policy, available on this Site. By using the Site or engaging with our services, you consent to the collection and use of your information as described in the Privacy Policy.

We do not sell personal information to third parties. Information submitted through this Site may be used to respond to inquiries, process orders, send communications relevant to your purchase or license, and improve our services.

11. Disclaimers and Limitation of Liability

The information on this Site is provided for general informational purposes and is subject to change without notice. Vertical Aspect makes no warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of any content on this Site.

To the fullest extent permitted by applicable law, Vertical Aspect shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of this Site, our products, or our services -- including but not limited to loss of data, loss of revenue, or business interruption -- even if Vertical Aspect has been advised of the possibility of such damages.

Vertical Aspect's total liability to any customer for any claim arising under these Terms shall not exceed the amount paid by that customer to Vertical Aspect in the 12 months preceding the claim.

12. Third-Party Products and Links

This Site may contain links to third-party websites or references to third-party products and services. These are provided for informational purposes only. Vertical Aspect does not endorse and is not responsible for the content, privacy practices, or availability of third-party sites.

As an authorized distributor, Vertical Aspect facilitates the sale of Terrasolid and AISPECO products but is not responsible for warranties, indemnifications, or obligations that are solely the responsibility of those manufacturers under their own terms.

13. Export Compliance

Products, software, and technology distributed by Vertical Aspect may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR). By purchasing from Vertical Aspect, you represent and warrant that you will comply with all applicable export laws and will not export or re-export any products or technology to any country, entity, or individual prohibited by U.S. law.

14. Governing Law and Dispute Resolution

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or your use of this Site or our services shall be subject to the exclusive jurisdiction of the state and federal courts located in Jackson County, Missouri.

Prior to initiating formal legal proceedings, both parties agree to make a good-faith effort to resolve any dispute through direct negotiation. Either party may request mediation as an alternative to litigation.

15. Indemnification

You agree to indemnify, defend, and hold harmless Vertical Aspect LLC and its officers, employees, agents, and contractors from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of this Site or our products and services; (b) your violation of these Terms; or (c) your violation of any rights of a third party.

16. Force Majeure

Vertical Aspect shall not be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, supply chain disruptions, labor disputes, or failures of third-party suppliers.

17. Severability and Entire Agreement

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. These Terms, together with any applicable order confirmations, license agreements, and the Privacy Policy, constitute the entire agreement between you and Vertical Aspect with respect to the subject matter herein and supersede all prior communications and agreements.

18. Modifications to These Terms

Vertical Aspect reserves the right to modify these Terms at any time. Changes will be posted to this page with an updated effective date. Your continued use of the Site or our services after changes are posted constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.