Digital Selections Platform

Client Data Ownership

All Red Door Homes-specific data, content, pricing, selection rules, documents, internal workflows, and business information entered into or created for the platform remain the sole and exclusive property of Red Door Homes.

Custom Configuration Rights

Red Door Homes will have the right to use its specific configuration of the platform, including its pricing setup, categories, option structures, templates, and related business rules, for its internal business operations, subject to the terms of the active platform license and any transition rights set forth below.

Platform Ownership

Vessul retains all right, title, and interest in and to the underlying platform and all generally applicable components used to build and operate it, including the core codebase, software framework, system architecture, interface patterns, reusable logic, non-client-specific database design, utilities, modules, development methods, and know-how.

No Transfer of Core Platform Ownership

For clarity, this engagement does not constitute a work-for-hire transfer of the underlying platform, core software, or reusable system architecture to Red Door Homes. Red Door Homes is purchasing a custom implementation, deployment, and license to use the platform for its internal operations, not ownership of the underlying software product.

License to Client

Upon full payment of the implementation fee, Vessul grants Red Door Homes a non-exclusive, non-transferable license to use its configured implementation of the platform for Red Door Homes' internal business purposes during the term of the monthly platform license.

Source Code Access and Business Continuity

At Red Door Homes' request, and provided all implementation fees due under this agreement have been paid in full, Vessul will provide Red Door Homes with a copy of the source code for Red Door Homes' specific implementation of the platform, solely for internal business continuity, archival, and reference purposes.

For clarity:

• Vessul retains ownership of all underlying platform intellectual property, including the core codebase, reusable components, architecture, frameworks, modules, and non-client-specific systems.
• Delivery of source code to Red Door Homes does not transfer ownership of the underlying platform.
• Red Door Homes may use such code only for its own internal business operations and may not resell, sublicense, commercialize, distribute, or repurpose the platform or any portion of it for third-party use.
• Any request for assistance in transferring, deploying, or supporting a self-hosted or third-party-managed version of the implementation will be scoped and billed separately.

Restricted Use of Delivered Source Code

Any source code delivered to Red Door Homes may include reusable system components owned by Vessul. Red Door Homes is granted a limited internal-use license to such components only as incorporated into its own implementation, and no broader ownership, resale, sublicensing, or commercialization rights are granted.

Custom Work Product

Any builder-specific screens, forms, outputs, workflows, or features developed specifically for Red Door Homes as part of this Phase 1 engagement will be usable by Red Door Homes within its licensed implementation. Vessul may reuse underlying ideas, technical approaches, and non-client-specific elements, but will not reuse Red Door Homes' proprietary pricing, branded content, confidential data, or internal business processes.

Confidentiality and Non-Reuse of Proprietary Business Information

Vessul will not disclose, share, or reuse Red Door Homes' proprietary pricing, selection data, internal process details, customer information, or other confidential business information except as necessary to provide the services under this agreement.

Local Market Protection

During the term of this agreement and for twelve months following termination, Vessul will not deploy a substantially similar implementation using Red Door Homes-specific structure, proprietary information, or materially similar workflow design for a direct competitor within a 50-mile radius of Red Door Homes' primary operating market without Red Door Homes' prior written consent.

Transition Rights if Monthly Support Ends

If Red Door Homes elects to discontinue the monthly platform license, Vessul will provide, within a commercially reasonable period:

• an export of Red Door Homes' data in a commonly usable format; and
• a copy of Red Door Homes' generated documents and outputs then stored in the system.

Any additional transition support, migration assistance, deployment assistance, or coordination with third-party developers will be scoped and billed separately.

For clarity, termination of the monthly platform license does not transfer ownership of the underlying software, source code, or hosting infrastructure to Red Door Homes beyond any limited code-access rights expressly stated above.