Acceptance of These Terms
These Terms of Service govern your use of the website at https://www.vortexcore.mom and your engagement of the computer systems design and computer integrated systems design services offered by VYRL LLC, operating as VortexCore. By accessing our website, submitting an inquiry through our contact form, or entering into an engagement with us, you agree to be bound by these terms.
If you are accepting these terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms. If you do not agree with any part of these terms, you should not use our website or our services. We encourage you to read the full document before proceeding, and to keep a copy for your records.
About VYRL LLC and VortexCore
The services described on this website are provided by VYRL LLC, a company with its registered address at 29 N Bonneville Ln, Kaysville - 84037-6743, United States (US). VortexCore is the brand under which VYRL LLC develops and operates its systems design practice. The developer VortexCore is responsible for the engineering, delivery, and ongoing operation of the services described on this website.
Throughout these terms, the words we, us, and our refer to VYRL LLC operating as VortexCore. The words you and your refer to the individual or organization using our website or engaging our services. Nothing in these terms creates any right for third parties to enforce any provision of these terms.
The Services We Provide
We provide professional services in computer systems design and computer integrated systems design. These services include systems architecture, software platform engineering, data engineering, cloud and infrastructure design, security engineering, automation, analytics, managed support, and technology strategy. We also design and integrate systems that connect hardware, software, networks, and data into a single coherent operating picture.
Our services are delivered by a senior team of engineers who work directly with client teams rather than through layers of intermediaries. The specific scope of any engagement is defined in a written statement of work or proposal that both parties sign before work begins. Descriptions of services on our website are intended as an overview and are not a commitment to deliver any particular result in any particular case.
Scope of Engagements
Each engagement begins with a written proposal that describes the objectives, deliverables, timeline, and fees. That proposal, together with these terms and any signed master services agreement, forms the complete agreement between the parties. Work that falls outside the scope described in the proposal is handled through a written change request that the client approves before we begin the additional work.
We will not begin work on additional scope until the client has approved the change, so that there are no surprises on either side. Where a change request affects the timeline or the fees, the revised figures are documented in the change request and become part of the agreement once signed. This discipline keeps every project predictable from start to finish.
Client Responsibilities
The client agrees to provide accurate information, timely decisions, and reasonable access to the systems and personnel needed for the work. Our engineers require clear points of contact, access to relevant documentation, and prompt responses to questions that would otherwise block progress. Delays in providing these inputs may extend the project timeline proportionally.
The client also agrees to maintain the security of its own accounts, to use the deliverables in a lawful manner, and to keep its own records consistent with applicable law. Where a project depends on decisions from the client, we will flag decision points early so that the client has time to review the material without slowing the schedule.
Account and Credential Security
Where we provide you access to client portals, monitoring dashboards, or project management systems, you are responsible for safeguarding your login credentials. You agree to choose strong passwords, to avoid sharing credentials with unauthorized persons, and to notify us immediately if you suspect that an account has been compromised.
We will never ask you for your password by email or by telephone. If you receive such a request that appears to come from us, it is fraudulent and you should report it to us at direct@vortexcore.mom. We may suspend access to any account if we reasonably believe it has been compromised or is being used in violation of these terms, and we will notify the account owner promptly after doing so.
Fees and Payment Terms
Fees for our services are stated in the proposal or statement of work and are payable in United States dollars unless otherwise agreed in writing. We issue invoices according to the schedule set out in the proposal, which is typically monthly or at defined project milestones. Payment is due within 30 days of the invoice date unless a different period is stated in the proposal.
Overdue amounts may accrue interest at the rate permitted by applicable law. If an account becomes significantly overdue, we may pause active work until the balance is resolved, after providing reasonable written notice. Fees already earned are non-refundable, and unused prepaid time is refunded only in the circumstances described in the proposal or in the termination section of these terms.
Intellectual Property Rights
Our website, including its text, design, and underlying code, and our pre-existing engineering methods, frameworks, and internal tools, are owned by VYRL LLC or its licensors. Nothing in these terms grants you any ownership interest in our website or in our pre-existing intellectual property.
You may not copy, modify, distribute, display, or create derivative works from our website content without our prior written permission. The VortexCore name and any related marks are trademarks used to identify our services, and you may not use them in a way that suggests endorsement or affiliation without our written consent.
Ownership of Deliverables
Ownership of the work product we create specifically for your engagement passes to you once your invoices for that work are paid in full. This includes custom source code, configuration files, documentation, and design assets produced for the project. You may use, modify, and redistribute these deliverables for any lawful business purpose.
We retain the right to reuse general engineering methods, libraries, and building blocks that we developed before your engagement or independently of it, provided that such reuse does not disclose your confidential information or expose your proprietary data. Where a deliverable incorporates open source components, the licenses of those components continue to apply and are identified in the deliverable documentation.
Client Materials and Licenses
You grant us a limited license to use the materials you provide for the purpose of performing the engagement. This includes access to your data, systems, documentation, and trademarks as needed to deliver the work described in the proposal. This license is non-exclusive, revocable, and limited to the term and purpose of the engagement.
You represent and warrant that you have the right to provide these materials and that their use in the engagement does not infringe the rights of any third party. We will use client materials only for the engagement and will return or delete them at the end of the relationship as set out in the confidentiality section of these terms.
Confidentiality Obligations
Both parties may receive confidential information from the other during an engagement. Confidential information includes business plans, technical designs, pricing, customer data, and any information marked as confidential or reasonably understood to be confidential given the context in which it is disclosed.
Each party agrees to use the other confidential information only to perform its obligations under the engagement and to protect it with at least the same degree of care it uses for its own confidential information of a similar nature. These obligations survive the end of the engagement and apply for a period of five years after the last disclosure, except that trade secret protection continues for as long as the information remains a trade secret. The terms of any separate non-disclosure agreement, if signed, supplement these provisions.
Acceptable Use
You agree not to use our website or services in any way that violates applicable law, infringes the rights of others, or interferes with the operation of our systems. You may not attempt to gain unauthorized access to our systems, probe their defenses, or transmit malicious code to or through them.
You may not use our services to store or process unlawful content, and you may not resell our services without our prior written consent. We may suspend or terminate access for any violation of this section without prior notice, and we may report unlawful conduct to the appropriate authorities. Our monitoring is limited to what is necessary to protect our systems and our clients.
Deliverables and Acceptance
Each deliverable is described in the proposal and is delivered against an acceptance period stated in that proposal, which is typically 14 days. During the acceptance period, you may report defects that prevent the deliverable from meeting the agreed specification, and we will correct those defects at no additional charge.
After the acceptance period expires, the deliverable is considered accepted, and further changes are handled as new scope under the change process described above. Our obligation is to meet the agreed specification; we do not guarantee a particular business outcome such as a specific level of revenue, traffic, or performance, because those outcomes depend on factors outside our control.
Warranties and Disclaimers
We warrant that our services will be performed in a professional and workmanlike manner and that deliverables will conform to the agreed specification for 90 days after acceptance. This warranty is the only warranty we provide, and it is the exclusive remedy for any failure to meet the specification.
To the maximum extent permitted by law, our website and services are provided on an as-is and as-available basis, and we disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that any system will be free from all errors, that it will operate without interruption, or that it will be immune to every security threat.
Limitation of Liability
To the maximum extent permitted by law, the aggregate liability of VYRL LLC and its personnel for any claim arising out of or related to an engagement shall not exceed the total fees paid by the client for the specific services giving rise to the claim. If the claim relates to the use of our website rather than to an engagement, our aggregate liability shall not exceed one hundred United States dollars.
In no event will either party be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, data, goodwill, or business opportunities, even if advised of the possibility of such damages. This limitation applies regardless of the legal theory on which the claim is based, including contract, tort, negligence, or strict liability, and it survives the termination of the engagement.
Indemnification
The client agrees to indemnify, defend, and hold harmless VYRL LLC and its personnel from and against any claims, damages, and reasonable expenses arising out of the client use of the deliverables, the client violation of these terms, or the client infringement of third party rights through the materials it provides.
We agree to indemnify the client for claims that a deliverable we created infringes a third party copyright or patent, provided that the client notifies us promptly in writing, gives us control of the defense, and cooperates with the defense at our reasonable expense. If a claim of infringement is made or likely, we may, at our option, modify the deliverable, obtain a license, or replace the affected component.
Termination
Either party may terminate an engagement for convenience on 30 days written notice to the other party. Either party may terminate immediately if the other party breaches a material term of the engagement and fails to cure the breach within 15 days of written notice specifying the breach.
Upon termination for any reason, the client pays for all work completed through the termination date plus reasonable wind-down costs, and ownership of work completed and paid for transfers to the client. Provisions that by their nature should survive termination, including confidentiality, indemnification, limitation of liability, and governing law, continue in full force and effect.
Suspension of Services
We may suspend our services temporarily if the client fails to pay amounts when due, if we reasonably believe the services are being used in violation of law, or if we must act to protect the security of our systems or the systems of our other clients. We will provide as much advance notice as the circumstances reasonably allow.
We will resume services promptly once the underlying issue is resolved. Suspension of services does not relieve the client of its payment obligations, and time frames in the project schedule are extended by the duration of any suspension caused by the client actions or omissions.
Third Party Services and Data
Many of the systems we design rely on third party services, including cloud platforms, database providers, and software vendors. The client is responsible for its own agreements with those third parties, including payment of their fees and compliance with their terms and conditions.
As part of an engagement, we will coordinate with third parties for the client, but we are not responsible for the availability, performance, or security of third party services. Any warranties related to those services are provided by the third parties themselves. We will advise the client of any known licensing restrictions that affect how a deliverable can be deployed.
Backup and Data Responsibility
The client remains responsible for maintaining appropriate backups of its data and for defining its retention requirements. As part of an engagement, we will implement the backup strategy described in the proposal, and we will monitor that strategy while we manage the system.
However, we are not responsible for data loss caused by circumstances outside our control, including client deletion of data, failures of third party infrastructure, or events beyond reasonable precautions. The client should keep an independent copy of any data it cannot afford to lose, and should verify the integrity of its backups on a regular basis.
Force Majeure
Neither party is liable for failure or delay in performance caused by events beyond its reasonable control. Such events include natural disasters, war, civil unrest, pandemics, government action, power failures, telecommunications outages, and failures of third party networks.
The affected party will notify the other as soon as reasonably possible and will use reasonable efforts to resume performance. If the force majeure event continues for more than 60 days, either party may terminate the affected engagement on written notice without further liability, except for payment obligations that accrued before the event began.
Notices
All notices under these terms must be in writing and delivered by email or by certified mail. Notices to us are sent to direct@vortexcore.mom or by mail to VYRL LLC, 29 N Bonneville Ln, Kaysville - 84037-6743, United States (US). Notices to the client are sent to the email address or mailing address the client provides in its account records.
Notices are considered delivered on the day they are sent by email, or three business days after mailing, as applicable. Either party may update its notice contact details by giving written notice in accordance with this section.
Entire Agreement and Severability
These terms, together with any signed proposal, statement of work, or master services agreement, constitute the entire agreement between the parties and supersede all prior discussions, understandings, and agreements, whether written or oral.
If any provision of these terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions continue in full force and effect. The failure of either party to enforce any provision of these terms is not a waiver of that provision or of any future right to enforce it. Section headings are included for convenience only and do not affect the interpretation of these terms.
Governing Law and Dispute Resolution
These terms are governed by the laws of the State of Utah, United States, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Utah for any dispute arising out of these terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property.
Before filing a lawsuit, the parties will attempt in good faith to resolve the dispute through negotiation for 30 days after one party delivers written notice of the dispute to the other. Nothing in this section prevents either party from seeking emergency injunctive relief where delay would cause irreparable harm.
Changes to These Terms
We may update these Terms of Service from time to time to reflect changes in our services, in technology, or in the law. When we make material changes, we will revise the effective date shown at the top of this page and may notify active clients by email.
The version of these terms that is current at the time of a particular engagement governs that engagement. We encourage you to review this page periodically so that you stay informed of the terms that apply to your use of our website and services.
Contact Information
Questions about these Terms of Service should be directed to direct@vortexcore.mom or by telephone at +17794040357. Written correspondence may be sent to VYRL LLC, 29 N Bonneville Ln, Kaysville - 84037-6743, United States (US).
The contact person for legal matters is Zeng Jianhuan. We aim to acknowledge every inquiry within one business day and to resolve concerns fairly and promptly.