Volumes & Wholesale

1. Scope of Application

These Wholesale Terms apply to:

• Bulk software license purchases
• SaaS volume subscriptions
• Enterprise deployments
• Reseller and distributor purchases
• OEM licensing arrangements
• Marketplace resale or redistribution
• Channel partner sales

These Terms supplement VSI's general Terms and Conditions of Use and Legal Terms.

2. Eligibility

Wholesale or volume pricing is available only to:

• Registered businesses
• Authorized resellers
• Approved distributors
• Enterprise customers
• Government entities (where applicable)

VSI reserves the right to approve or deny wholesale status at its sole discretion.

3. Pricing and Volume Discounts

Volume pricing and wholesale discounts:

• Are determined by purchase quantity, subscription tier, term length, or negotiated agreement
• May require minimum purchase commitments
• May require annual or multi-year contracts
• Are subject to change upon renewal unless contractually fixed

All pricing is confidential and may not be publicly disclosed without written consent.

4. Orders and Acceptance

All wholesale or volume orders must be submitted via authorized purchase order, signed agreement, or approved marketplace mechanism, are subject to acceptance by VSI, and are not binding until confirmed by VSI.

VSI reserves the right to reject orders, limit quantities, and modify product availability.

5. Payment Terms

Unless otherwise agreed in writing:

• Payment terms are Net 15 or Net 30 from invoice date
• Late payments may incur interest at 1.5% per month or the maximum allowed by law
• Buyer is responsible for all applicable taxes (excluding VSI income tax)

Failure to pay may result in suspension or termination of licenses.

6. Resale and Distribution Rights

Unless otherwise agreed in writing:

• Buyer receives a non-exclusive, non-transferable right to resell VSI products
• Buyer may not modify, reverse engineer, or rebrand VSI products without written authorization
• Buyer must represent VSI products accurately and in accordance with official documentation

Resale rights do not grant intellectual property ownership.

7. Marketplace and Channel Sales

If Buyer resells through cloud marketplaces, online platforms, app stores, or third-party distribution networks, Buyer must comply with all applicable marketplace rules and laws. VSI reserves the right to audit marketplace usage for compliance.

8. Marketing and Branding

Buyer may not:

• Use VSI trademarks without prior written approval
• Represent itself as VSI
• Issue press releases referencing VSI without consent

If authorized to use branding materials, Buyer must follow VSI brand guidelines.

9. Minimum Advertised Price (If Applicable)

If VSI implements a Minimum Advertised Price ("MAP") policy:

• Buyer agrees not to advertise below approved MAP pricing
• Violations may result in termination of wholesale status

MAP policies, if implemented, will be communicated separately.

10. Warranties

Except as expressly stated in a signed agreement, VSI provides products and services on an "AS IS" and "AS AVAILABLE" basis. VSI disclaims all implied warranties including merchantability, fitness for a particular purpose, and non-infringement.

Buyer assumes responsibility for downstream customer commitments unless otherwise agreed.

11. Limitation of Liability

To the maximum extent permitted by law, VSI shall not be liable for indirect damages, lost profits, business interruption, or consequential damages.

Total liability under these Wholesale Terms shall not exceed the amount paid by Buyer to VSI in the six (6) months preceding the claim.

12. Indemnification

Buyer agrees to indemnify and hold VSI harmless from claims arising from:

• Buyer's resale activities
• Misrepresentations to end users
• Unauthorized marketing practices
• Buyer's violation of applicable law

13. Term and Termination

Wholesale status may be revoked at VSI's discretion, suspended for non-payment, or terminated for violation of these Terms.

Upon termination:

• Resale rights immediately cease
• Outstanding balances become due
• Confidential information must be returned or destroyed

14. Confidentiality

All pricing, product roadmaps, and non-public information shared with Buyer are confidential. Buyer may not disclose such information without written consent.

15. Export Compliance

Buyer agrees to comply with all applicable export control laws and sanctions regulations. Buyer shall not resell products to sanctioned individuals or jurisdictions.

16. Governing Law

These Wholesale Terms are governed by the laws of the State of Wyoming, without regard to conflict of law principles. All disputes shall be resolved exclusively in the state or federal courts located in Wyoming.

17. Entire Agreement

These Wholesale Terms, together with any purchase order, order form, or signed agreement, constitute the entire agreement regarding volume or wholesale purchases.

18. Contact Information