Vantage Point Tracking — Terms of Service

Beta Release. Effective July 24, 2026. Last updated August 7, 2026.

This Terms of Service agreement ("Agreement") is a binding legal agreement between the individual or entity accessing or using the Service ("Customer," "you," or "your") and the operator of the Vantage Point Tracking platform ("VPT," "we," "us," or "our"). This Agreement governs your access to and use of the VPT websites, applications, application programming interfaces, dashboards, and related services (collectively, the "Service"). By clicking "I agree," creating an account, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety, including any documents incorporated herein by reference. If you do not agree to this Agreement, you must not access or use the Service.

1. Definitions

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Other capitalized terms are defined in the section in which they first appear.

2. Acceptance; Authority; Eligibility

1. You represent and warrant that you are at least eighteen (18) years of age and possess the legal capacity to enter into this Agreement.
2. If you are accepting this Agreement on behalf of a company, partnership, sole proprietorship, or other entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement, and "you" and "Customer" refer to that entity as well as to you individually, jointly and severally where applicable.
3. This Agreement is formed at the moment you affirmatively indicate assent, including by checking an "I agree" checkbox presented at account creation, and such affirmative electronic assent constitutes your legally binding signature for all purposes, to the fullest extent permitted by the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and any applicable state analog, including the Uniform Electronic Transactions Act as adopted in the relevant jurisdiction.
4. VPT reserves the right, in its sole discretion, to refuse, suspend, or revoke access to the Service to any individual or entity for any lawful reason, including but not limited to suspected fraud, misuse, or violation of this Agreement.
5. Access to the Service may from time to time be gated by a beta invitation passcode or similar access control mechanism. Possession of a valid passcode does not itself constitute an offer, and VPT may decline to create or may terminate any account at its discretion during the beta period described in Section 3.

3. Nature of the Service; Beta Status

1. The Service is currently offered as a pre-release beta ("Beta") for evaluation, feedback-gathering, and limited operational use. The Beta is provided only to participants who have received an invitation, access credential, or passcode issued by VPT, at VPT's sole discretion; the Service is not self-service and is not automatically available to members of the public who have not received such access from VPT.
2. Customer acknowledges and agrees that: (a) the Beta may contain bugs, errors, and other problems that could cause system or other failures and data loss; (b) the features, functionality, data models, and user interface of the Beta are subject to change, removal, or discontinuation at any time without notice; (c) VPT makes no commitment regarding uptime, availability, response time, or any other service level during the Beta period, and no service level agreement of any kind applies unless separately executed in writing by an authorized signatory of VPT; and (d) VPT may reset, delete, or migrate data stored within the Beta at any time as reasonably necessary for testing, stability, or security purposes, subject to VPT's commercially reasonable efforts to notify affected Customers in advance where practicable.
3. Customer is solely responsible for maintaining independent, redundant recordkeeping — whether by paper log, spreadsheet, or another software system — for any information that is safety-critical, required for regulatory or classification-society compliance, or otherwise material to Customer's operations, for so long as the Service remains in Beta status. VPT disclaims any obligation to serve as Customer's system of record during this period.
4. VPT may, at its discretion and without obligation, transition the Service from Beta to general availability ("GA"). VPT will provide Customer reasonable advance notice of the GA transition and any resulting changes to fees, service levels, or this Agreement, and Customer's continued use of the Service following such notice constitutes acceptance of the updated terms in accordance with Section 28.

4. Accounts and Registration

1. Customer must provide accurate, current, and complete information during registration and must promptly update such information to keep it accurate, current, and complete throughout the term of this Agreement.
2. Customer is responsible for maintaining the confidentiality of all usernames, passwords, API keys, and other credentials associated with its account, and for restricting access to such credentials to Authorized Users only.
3. Customer is responsible for all activities that occur under its account and those of its Authorized Users, whether or not Customer had knowledge of such activities, except to the extent such activities result from VPT's failure to perform its obligations under this Agreement.
4. Customer must notify VPT promptly upon becoming aware of any unauthorized access to or use of its account or any other breach of security.
5. Customer is responsible for ensuring that each of its Authorized Users complies with the terms of this Agreement applicable to Customer's use of the Service, and any act or omission of an Authorized User that would constitute a breach of this Agreement if performed by Customer shall be deemed a breach by Customer.

5. License Grant and Restrictions

5.1 Grant

Subject to Customer's compliance with this Agreement, VPT grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of this Agreement to access and use the Service solely for Customer's internal vessel-management, maintenance-tracking, and regulatory-compliance purposes, and solely in the manner and to the extent permitted by the account tier and configuration made available to Customer.

5.2 Restrictions

Except as expressly permitted by this Agreement or by applicable law notwithstanding a contractual restriction, Customer shall not, and shall not permit any Authorized User or third party to:

1. copy, modify, translate, or create derivative works based on the Service, in whole or in part;
2. reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, object code, underlying structure, ideas, algorithms, database schemas, workflow logic, or scoring methodologies of the Service, by any means;
3. access the Service for the purpose of building, training, or improving a competing or similar product or service, or for benchmarking or competitive analysis without VPT's prior written consent;
4. scrape, crawl, spider, or use any automated means to extract data, structure, or content from the Service outside of any API access expressly and separately authorized in writing by VPT;
5. remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) placed on or within the Service;
6. sell, resell, rent, lease, sublicense, distribute, or otherwise make the Service available to any third party not authorized under this Agreement, whether on a standalone or bundled basis, or as part of a managed service, timeshare, or service bureau arrangement;
7. use the Service to store or transmit malicious code, or to interfere with or disrupt the integrity or performance of the Service or any third party's use thereof;
8. use the Service in violation of any applicable law, regulation, or third party's intellectual property, privacy, or other rights; or
9. circumvent, disable, or otherwise interfere with any access control, rate limit, or security feature of the Service.

Customer shall ensure that any third-party contractor, managed-service provider, or auditor granted access to the Service on Customer's behalf is bound, prior to such access, by confidentiality and use obligations no less protective of VPT than those set forth in this Agreement, and Customer shall remain fully responsible for any such third party's compliance.

6. Ownership; Intellectual Property; Trade Secrets

1. As between the parties, VPT and its licensors retain all right, title, and interest in and to the Service, including all software, source code, object code, algorithms, database schemas, data models, predictive maintenance logic, workflow designs, visual design, trademarks, and Documentation, and all intellectual property rights therein, whether registered or unregistered, and whether arising under copyright, patent, trademark, trade secret, or any other body of law in any jurisdiction. No rights are granted to Customer under this Agreement except the limited license expressly set forth in Section 5.1.
2. Customer acknowledges that certain elements of the Service, including but not limited to its underlying software architecture, database schemas, predictive-maintenance algorithms, fault-code correlation logic, and workflow-trigger design, constitute trade secrets of VPT within the meaning of the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) and applicable state trade secret law, including any enactment of the Uniform Trade Secrets Act. Customer agrees not to misappropriate, disclose, or assist any third party in misappropriating or disclosing such trade secrets, and this obligation shall survive termination of this Agreement without limitation of time for so long as the relevant information remains a trade secret under applicable law.
3. VPT respects the intellectual property rights of others and expects Customer and Authorized Users to do the same. Any notice of claimed infringement relating to content available through the Service should be directed to the contact address in Section 29.

7. Feedback

If Customer or any Authorized User provides VPT with suggestions, ideas, enhancement requests, or other feedback relating to the Service ("Feedback"), Customer hereby grants VPT a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, and incorporate such Feedback into the Service and any other VPT product or service, without any obligation to compensate or attribute Customer or the applicable Authorized User, and without restriction, provided that VPT will not publicly attribute specific Feedback to Customer without Customer's consent.

8. Customer Data

8.1 Definition

"Customer Data" means information submitted to the Service by or on behalf of Customer that identifies Customer, its Vessels, or its personnel, including vessel names, hull and registration numbers, company identity, billing and payment information, crew records, and any other information that, alone or in combination with other information, identifies a specific Vessel, company, or individual.

8.2 Ownership and Use

As between the parties, Customer Data belongs to Customer. VPT will use Customer Data solely to (a) provide, maintain, and support the Service for Customer, (b) as described in Section 8.3, and (c) as otherwise directed or authorized in writing by Customer. VPT will not sell Customer Data and will not disclose identified Customer Data to other customers of the Service or to third parties without Customer's separate written consent, except as required by applicable law, in response to valid legal process, or to VPT's service providers and subprocessors bound by confidentiality obligations at least as protective as those in this Agreement and engaged solely to help VPT provide the Service.

8.3 Support, Security, and Legal Compliance

VPT personnel may access identified Customer Data as reasonably necessary to provide customer support, diagnose and resolve technical issues, investigate suspected misuse or violations of this Agreement, maintain the security and integrity of the Service, or comply with a legal obligation.

8.4 Data Retention and Deletion

Upon Customer's written request, and subject to any retention period required by applicable law or regulation (including recordkeeping requirements that may apply to commercial vessel operators), VPT will delete identified Customer Data within a commercially reasonable period, except for information that has already been fully de-identified under Section 9 and can no longer reasonably be associated with Customer or any specific Vessel or individual.

8.5 Backups and Data Loss

While VPT employs commercially reasonable measures to safeguard Customer Data against loss, VPT does not guarantee against data loss and recommends that Customer maintain independent backups of any information critical to its operations, particularly during the Beta period described in Section 3.

9. Operational Data and De-Identified Use

9.1 Definition

"Operational Data" means engine fault codes and diagnostic trouble codes, sensor and telemetry readings, engine hour and usage data, maintenance actions taken, repair outcomes, and parts consumed, in each case as logged, entered, or transmitted through the Service, but expressly excluding Customer Data.

9.2 De-Identification Standard

Before any Operational Data is used by VPT to develop, train, validate, or improve predictive-maintenance models or diagnostic logic beyond Customer's own account, VPT will remove vessel names, hull and registration numbers, company identity, and any other data element that would reasonably allow the remaining information to be traced back to a specific Vessel, company, or individual (such processed data, "De-Identified Data").

9.3 Permitted Use of De-Identified Data

VPT may combine De-Identified Data derived from Customer's Operational Data with De-Identified Data derived from other customers' operational data to identify patterns — for example, correlations between a given fault code, an engine-hour range, and an engine family, and the repair action that resolved the issue — and may use those patterns to improve the diagnostic and predictive-maintenance recommendations the Service provides to all customers, including Customer. VPT will not attempt to re-identify De-Identified Data, and VPT will contractually require any subprocessor with access to De-Identified Data to abide by the same restriction.

9.4 Ownership of Derived Insights

Statistical models, benchmarks, trained algorithmic parameters, and other aggregated or derivative work product that VPT generates from De-Identified Data constitute VPT's own original intellectual property, and Customer acquires no ownership interest in such work product by virtue of having contributed Operational Data used to generate it.

9.5 No Sale

VPT does not sell Operational Data or De-Identified Data to third parties for monetary or other valuable consideration outside of VPT's own product-improvement purposes described in this Section 9.

10. AI-Generated Output and Predictive Maintenance

SECTION 10 CONTAINS IMPORTANT DISCLAIMERS REGARDING AI OUTPUT. PLEASE READ IT CAREFULLY.

1. ALL AI OUTPUT, INCLUDING PREDICTIVE MAINTENANCE ALERTS, FAULT-CODE INTERPRETATIONS, SERVICE-INTERVAL RECOMMENDATIONS, AND ANY OTHER DIAGNOSTIC OR ADVISORY CONTENT GENERATED BY THE SERVICE, IS PROVIDED FOR INFORMATIONAL AND ADVISORY PURPOSES ONLY. AI OUTPUT IS NOT A SUBSTITUTE FOR INSPECTION, DIAGNOSIS, OR REPAIR BY A QUALIFIED MARINE TECHNICIAN, LICENSED ENGINEER, OR THE VESSEL'S MASTER, AND IS NOT A CERTIFICATION OF AIRWORTHINESS, SEAWORTHINESS, OR REGULATORY COMPLIANCE OF ANY KIND.
2. VPT DOES NOT WARRANT AND EXPRESSLY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY AI OUTPUT. Customer acknowledges that predictive and diagnostic systems, including the Service's, are inherently probabilistic and can and do produce false positives, false negatives, delayed alerts, and missed alerts, whether as a result of sensor failure, data latency, incomplete or inaccurate input data, model limitations, or other causes beyond VPT's control.
3. Customer is solely responsible for independently verifying any AI Output against original equipment manufacturer technical documentation, manufacturer guidance, and the judgment of qualified personnel before taking or declining to take any maintenance, repair, or operational action in reliance, in whole or in part, on such AI Output.
4. No AI Output, alert, trigger, or recommendation generated by the Service shall be construed to override, supersede, modify, or in any way constrain the independent professional judgment, discretion, or statutory authority of Customer's Master, chief engineer, or certified marine technicians, each of whom retains sole and non-delegable responsibility for decisions regarding vessel operation, maintenance, and seaworthiness.
5. Data Quality. AI Output is mathematically dependent upon the accuracy, completeness, and timeliness of the operational data Customer and its Authorized Users enter into or connect to the Service. Customer is solely responsible for the accuracy of such data. VPT undertakes no obligation to independently verify, audit, or sanitize Customer-entered or Customer-connected data prior to its use in generating AI Output, and degraded, incomplete, delayed, or inaccurate input data will correspondingly degrade the reliability of any resulting AI Output.

11. Maritime Operations and Regulatory Compliance

1. The Service is an administrative and diagnostic support tool. It is not, and shall not be construed as, a certified marine navigation system, a statutory Safety Management System within the meaning of the International Safety Management Code or 33 C.F.R. Part 96, or a substitute for any inspection, survey, certification, or credentialing required by the United States Coast Guard or any other competent maritime authority.
2. Ultimate responsibility for the safe operation, maintenance, manning, and navigation of any Vessel, and for compliance with all applicable maritime, safety, and regulatory requirements — including those administered by the United States Coast Guard, flag-state authorities, classification societies, or port-state control — rests at all times with Customer, its Master, and its crew, and not with VPT.
3. Customer is solely responsible for its own compliance with any applicable cybersecurity, safety-management, incident-reporting, or recordkeeping obligation applicable to its Vessels, including, where applicable, the requirements of 33 C.F.R. Part 101, Subpart F, independent of and in addition to Customer's use of the Service.
4. Nothing in this Agreement or in the Service is intended to, and nothing shall be construed to, displace, limit, or interfere with the non-delegable statutory authority of a Vessel's Master over the safety and operation of that Vessel.

12. Third-Party Services

The Service may integrate with, link to, or allow Customer to connect third-party services, hardware, or data sources not owned or controlled by VPT ("Third-Party Services"). VPT does not control and is not responsible for the availability, accuracy, content, or practices of any Third-Party Service, and Customer's use of any Third-Party Service is governed solely by the terms and privacy policy of the applicable third party.

13. Fees

Access to the Service during the Beta period described in Section 3 is provided at no charge unless otherwise agreed in writing. VPT reserves the right to introduce fees for continued or expanded use of the Service upon transition to general availability, subject to advance notice to Customer and Customer's acceptance of applicable pricing terms through an Order before any fee becomes payable. Nothing in this Agreement obligates VPT to continue providing the Service, whether at no charge or otherwise.

14. Confidentiality

1. Each party may have access to non-public information of the other party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). VPT's Confidential Information includes, without limitation, the trade secrets described in Section 6.2 and any non-public information regarding the Service's architecture, roadmap, or pricing.
2. Each party agrees to (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than reasonable care, (b) use the other party's Confidential Information solely to exercise its rights and perform its obligations under this Agreement, and (c) not disclose the other party's Confidential Information to any third party except to Authorized Users, employees, or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 14.
3. The obligations in this Section 14 do not apply to information that (a) is or becomes publicly available through no fault of the receiving party, (b) was rightfully known to the receiving party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.
4. A party may disclose the other party's Confidential Information to the extent required by law or valid legal process, provided that, to the extent legally permitted, the disclosing party gives the other party reasonable advance notice to seek a protective order.
5. The obligations of this Section 14 survive termination of this Agreement.

15. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ALL AI OUTPUT, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VPT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. VPT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY DEFECT WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the exclusions in this Section 15 may not apply to Customer to the extent prohibited by applicable law, in which case such warranties are limited to the shortest period and narrowest scope permitted by law.

16. Limitation of Liability

1. EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VPT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST CHARTER HIRE, VESSEL DOWNTIME, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF VPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
2. AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VPT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES CUSTOMER ACTUALLY PAID TO VPT FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. DURING THE BETA PERIOD DESCRIBED IN SECTION 3, WHERE NO FEES HAVE BEEN PAID BY CUSTOMER, THIS AGGREGATE LIABILITY CAP IS ZERO DOLLARS ($0.00).
3. BASIS OF THE BARGAIN. Customer acknowledges that VPT has made the Service available at no charge during the Beta period in reliance on the limitations of liability and disclaimers set forth in this Agreement, and that such limitations are an essential basis of the bargain between the parties and will survive and apply even if any limited remedy fails of its essential purpose.
4. EXCEPTIONS. Nothing in this Agreement excludes or limits either party's liability for (a) gross negligence, willful misconduct, or fraud, (b) death or personal injury directly caused by a party's negligence, to the extent such liability cannot be excluded or limited under applicable law, or (c) any other liability that cannot be excluded or limited as a matter of applicable law.

17. Indemnification

Customer agrees to defend, indemnify, and hold harmless VPT and its officers, directors, employees, contractors, and Affiliates from and against any and all claims, demands, suits, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's or any Authorized User's use of the Service in violation of this Agreement or applicable law; (b) Customer's or any Authorized User's reliance on AI Output in lieu of required independent professional judgment, inspection, or regulatory verification; (c) Customer Data or Operational Data submitted to the Service, including any claim that such data was submitted without necessary rights or in violation of a third party's rights; or (d) any dispute between Customer and its own crew, customers, or other third parties. VPT will provide Customer prompt notice of any such claim and reasonable cooperation, at Customer's expense, in the defense thereof; VPT may participate in the defense of any such claim with counsel of its own choosing at its own expense.

18. Term, Suspension, and Termination

1. This Agreement commences on the date Customer first accepts it and continues until terminated as provided in this Section 18.
2. Customer may terminate this Agreement at any time by ceasing use of the Service and closing its account through the mechanism VPT makes available for that purpose, or by written notice to VPT.
3. VPT may suspend Customer's access to the Service immediately, with or without notice, if VPT reasonably believes Customer or an Authorized User has violated this Agreement, poses a security risk to the Service or other customers, or has engaged in fraudulent or unlawful conduct.
4. VPT may terminate this Agreement or discontinue the Service, or the Beta program specifically, at any time for any reason or no reason, with reasonable advance notice where practicable, given the pre-release nature of the Service described in Section 3.
5. Upon termination, Customer's right to access and use the Service immediately ceases. Sections 1, 6, 7, 8, 9, 14, 15, 16, 17, 19 through 21, and 25 through 29 survive termination, along with any other provision that by its nature is intended to survive.

19. Export Control; Sanctions; Anti-Corruption

1. Customer shall comply with all applicable export control and economic sanctions laws and regulations, including those administered by the U.S. Department of Commerce, U.S. Department of the Treasury's Office of Foreign Assets Control, and the U.S. Department of State, and shall not, directly or indirectly, export, re-export, or provide access to the Service to any individual, entity, or jurisdiction subject to applicable trade sanctions or export restrictions, or otherwise in violation of such laws.
2. Customer represents that neither it nor any of its officers, directors, or, to its knowledge, Authorized Users, is named on any applicable restricted-party or denied-persons list maintained by the United States government.
3. Each party shall comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, in connection with its performance under this Agreement.

20. U.S. Government End Users

If the Service is accessed or used by or on behalf of the United States Government, the Service is a "commercial item" as defined at 48 C.F.R. § 2.101, and any use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in this Agreement, in accordance with 48 C.F.R. § 12.212 (for civilian agencies) and 48 C.F.R. §§ 227.7202-1 through 227.7202-4 (for the Department of Defense).

21. Electronic Communications and Signatures

Customer consents to receive communications from VPT electronically, including via email and in-application notices, and agrees that such electronic communications satisfy any legal requirement that such communications be in writing. Customer's electronic acceptance of this Agreement, and of any updates to it, constitutes a legally binding signature to the same extent as a handwritten signature, to the fullest extent permitted by applicable law.

22. Publicity

Except as otherwise agreed in writing, neither party may use the other party's name, logo, or trademarks in any publicity, advertising, or public announcement without the other party's prior written consent, provided that VPT may identify Customer as a user of the Service in a general, non-attributed manner (such as "piloted on a West Coast commercial workboat fleet") consistent with any confidentiality commitments separately agreed between the parties.

23. Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, neither party shall directly solicit for employment any employee of the other party with whom it had contact in connection with this Agreement, provided that this restriction does not apply to general solicitations not specifically targeted at such employees or to hiring resulting therefrom.

24. Force Majeure

Neither party will be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, or failures of third-party hosting or infrastructure providers.

25. Notices

Notices to VPT must be sent to the contact address set forth in Section 29. Notices to Customer may be sent to the email address or in-application contact information associated with Customer's account. Notices are deemed given upon confirmed transmission if sent by email, or three (3) business days after mailing if sent by postal mail.

26. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT IN THIS SECTION 26 AS DESCRIBED IN SECTION 26.5.

26.1 Informal Resolution

Before commencing any formal proceeding, the parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith, informal negotiation for a period of at least thirty (30) calendar days following written notice of the dispute.

26.2 Binding Arbitration

If a dispute is not resolved through informal negotiation, the parties agree that any claim or dispute arising out of or relating to this Agreement, the Service, or any AI Output shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court, except that either party may bring an individual claim in small-claims court if it qualifies, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property or confidentiality rights pending resolution of the arbitration.

26.3 Federal Arbitration Act

This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and not by any state law concerning arbitration.

26.4 Class Action and Jury Trial Waiver

To the fullest extent permitted by applicable law, all claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of a representative or class proceeding. Each party further waives any right to a jury trial with respect to any claim resolved through arbitration under this Section 26. If a court or arbitrator determines that this class-action waiver is unenforceable as to a particular claim or request for relief, that claim or request for relief (and only that claim or request for relief) will be severed and may proceed in a court of competent jurisdiction, while the remainder of the dispute proceeds in individual arbitration.

26.5 Right to Opt Out

Customer may opt out of this Section 26 by sending written notice to VPT at the contact address in Section 29 within thirty (30) days of the date Customer first accepts this Agreement. Such notice must include Customer's name, account email, and a clear statement that Customer opts out of arbitration. Opting out of this Section 26 does not affect the validity or enforceability of any other provision of this Agreement.

27. Governing Law and Venue

Except as otherwise provided in Section 26.3, this Agreement and any dispute arising out of or related to it or the Service is governed by the laws of the State of California, without regard to its conflict-of-laws principles, and without regard to the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded. Subject to Section 26, the state and federal courts located in California shall have exclusive jurisdiction over any dispute not subject to arbitration, and each party consents to the personal jurisdiction of such courts.

28. General Provisions

1. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
2. Amendment. VPT may amend this Agreement from time to time. VPT will provide notice of material changes through the Service or by email to the address associated with Customer's account, and, except where required by law to take effect immediately, such changes will take effect no earlier than thirty (30) days after notice. Continued use of the Service after the effective date of an amendment constitutes acceptance of the amended Agreement; if Customer does not agree to an amendment, Customer's sole remedy is to stop using the Service and close its account.
3. Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
4. Waiver. No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any other or further exercise of that or any other right.
5. Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without VPT's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of Customer's assets, provided the assignee agrees in writing to be bound by this Agreement. VPT may assign this Agreement without Customer's consent in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void.
6. Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
7. No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies upon any person or entity other than the parties, except as expressly stated.
8. Headings and Interpretation. Section headings are for convenience only and do not affect interpretation. The word "including" means "including without limitation." This Agreement will not be construed against the drafting party.
9. Equitable Relief. Nothing in this Agreement limits either party's right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened breach of Section 6 (Ownership; Trade Secrets) or Section 14 (Confidentiality), for which monetary damages would be an inadequate remedy.
10. Counterparts and Electronic Acceptance. To the extent this Agreement or any amendment is presented and accepted electronically, such acceptance is valid and binding as described in Section 21.
11. Survival. Any provision of this Agreement that by its nature should survive termination or expiration of this Agreement will so survive, including without limitation the provisions identified in Section 18.5.

29. Contact Information

Questions regarding this Agreement, requests for data deletion under Section 8.4, and notices under Sections 25 or 26.5 should be directed to Vantage Point Tracking through the account email associated with Customer's company, or the contact address provided at signup.