End User Terms of Service

a. Eligibility.

i. General. To use the Services, you must be at least 18 years old and have the legal capacity to enter into a binding contract with Vessel. If you are between the ages of 16 and 18, you may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf. Any use or access to the Services by individuals under the age of 16 is strictly prohibited and constitutes a violation of these Terms.

ii. Mobile App and Home Automation System.

The Mobile App and Home Automation System are available to you only if: (A) you are a current resident (“Current Resident”) in an apartment in a building equipped with the Home Automation System or have been designated by a Current Resident as an additional user (“Designated User”); (B) the property manager or landlord (“Property Manager”) of your building is in good standing and has been authorized by Vessel to offer the Services to its tenants; and (C) the Property Manager has chosen to make the Home Automation System available to you. A Property Manager in good standing may also grant access to the Mobile App for their agents, such as sales and facilities management personnel (“Property Manager Personnel”), to provide services to active or prospective Current Residents of Vessel-technology-enabled buildings. Vessel is not obligated to offer, or continue to offer, any Services (including the Mobile App or Home Automation System) to you and may discontinue the Services at any time without notice or liability.

b. Registering Accounts.

To use the Mobile App and Home Automation Services, you must register a user account (“Account”). When you move in or have been designated as a Designated User by a Current Resident, the Property Manager will email you a link to download the Mobile App and provide specific information about yourself, as outlined in the relevant registration form within the Mobile App. You represent and warrant that: (i) all required registration information you submit is truthful, accurate, timely, and complete; (ii) you will maintain the accuracy of this information; (iii) you are eligible to receive the Services; and (iv) your use of the Services will not violate any applicable laws or regulations in the United States or elsewhere (for example, you are not listed as a prohibited or restricted party under applicable export control laws and regulations).

c. Securing Account Credentials.

Your Account login credentials are personal to you. You must not share them or allow any third party to access your Account. You are solely responsible for keeping your Account login credentials confidential and for all activities that occur under your Account. You agree to use strong passwords for your Account and to keep your password secure to prevent unauthorized access. You will promptly notify Vessel at support@myvessel.com if you suspect that your Account login credentials have been compromised or that a third party has accessed your Account. You are liable for any losses or damages (to you, Vessel, or others) resulting from any unauthorized use of your Account. Vessel is not responsible for any loss or damage arising from your failure to comply with these requirements.

d. Designated Users.

A Current Resident may add one or more Designated Users to their Account. Requests for adding Designated Users should be submitted through the Current Resident’s Property Manager. If a Designated User is added, the Current Resident understands that the Designated User will have the ability to access, monitor, and operate the Home Automation System within the Current Resident’s apartment (for example, opening doors, controlling temperature or lighting, or monitoring security cameras) as well as view energy and resource usage and consumption data made available to the Current Resident. Current Residents are fully responsible for their own actions in connection with the Services as well as for all actions taken by Designated Users relating to the Current Resident’s Services or Account. Vessel is not responsible for any Designated User’s conduct or for any personal injury, death, property damage (including, without limitation, to the apartment), or other harm or losses arising from or relating to their use of the Services or Account.

e. Term and Termination.

These Terms will remain in effect for as long as you continue to access or use the Services or until terminated in accordance with these Terms. Vessel may, at any time, suspend or terminate these Terms and your rights to access or use the Services: (i) if you are no longer eligible to receive the Services; (ii) if you have used the Services in violation of these Terms; (iii) if Vessel decides to change or discontinue any Services, in whole or in part; or (iv) for any other reason. Vessel is not obligated to notify you of the suspension or termination. Upon termination of these Terms, your Account and the right to use the Services will automatically end, and you must immediately delete the Mobile App and any Software from your devices or systems.

2. ACCESS AND USE

a. Grant of License.

Subject to your compliance with these Terms, Vessel grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services for personal, non-commercial purposes by (i) accessing the Site solely for informational purposes and (ii) installing and using a single copy of the Mobile App (in executable object code form only) on your handheld mobile device (e.g., iPhone, iPad, or Android smartphone) solely for the purpose of (A) controlling and monitoring the Home Automation System you are authorized to manage under these Terms and (B) for Property Manager Personnel, providing services to active or prospective Current Residents. This license does not include any resale or commercial use of the Services. All rights not expressly granted to you in these Terms are reserved and retained by Vessel and its licensors.

b. Restrictions.

You may use the Services and your Account only in accordance with these Terms and all applicable laws. You must not, and must not enable or allow others to:

i. Modify, create derivative works of, decompile, reverse-compile, or reverse-engineer any part of the Services;

ii. License, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Services;

iii. Except as expressly permitted in these Terms, copy, reproduce, distribute, republish, download, display, post, or transmit the Services in any form or by any means;

iv. Access or use the Services to create a similar or competitive product or service;

v. Access or try to access someone else’s Account or Home Automation System without the express permission of the Current Resident linked to that Account or Home Automation System;

vi. Access, modify, or attempt to access or modify any hardware or Smart Devices provided in connection with the Services;

vii. Use the Services in a way that infringes on a third party’s rights or violates applicable laws;

viii. Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or damaging software programs through the Services;

ix. Interfere with, disrupt, or attempt unauthorized access to the servers or networks connected to the Services, or violate the regulations, policies, or procedures of those networks;

x. Use the Services in any manner that could damage, disable, overburden, impair, or compromise Vessel’s systems or security, or interfere with the normal operation of the Services, or harass other users of Vessel’s Services;

xi. Access or attempt to access any of the Services by means other than through the interface provided by Vessel;

xii. Use the Services (or use any manual or automated means to access the Services) to collect data not intended for you, or that is not necessary for receiving the Services provided to you, or to extract or compile data or content from the Services for unauthorized or commercial purposes; or xiii. Remove, obscure, or modify any proprietary rights notices (including copyright and trademark notices) that may be included in or displayed with the Services.

c. Updates.

Vessel may provide automatic or manual updates to the Software included in the Services at any time without prior notice. You (i) consent to these updates, (ii) acknowledge that you may need to install updates to continue using the Services, and (iii) agree to promptly install any updates provided by Vessel. However, Vessel is not obligated to provide updates, maintenance, or support services for the Software. The Software and any updates are deemed irrevocably accepted upon your use of the Software or such updates. d. Open Source Software.

The Software may include components that are subject to the terms of an “open source” license, such as the GNU General Public License, or Apache or Mozilla licenses (“Open Source Software”). For more information regarding Open Source Software, please visit: https://vesseltechnologies.com/oss. Open Source Software is not licensed by Vessel; instead, each item of Open Source Software is licensed under the terms of the applicable end user license that comes with such Open Source Software. Nothing in these Terms restricts your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software.

e. Modifications.

Vessel may change, suspend, or discontinue the Services, or any part thereof, at any time without notice and without any liability to you. Vessel may also amend any of the Terms at its sole discretion by posting the revised Terms on the Site, through the Mobile App, or any other means. Your ongoing use of the Services after the effective date of the revised Terms constitutes your acceptance of those Terms.

f. Geographic Restrictions.

The Services are available and intended for use exclusively within the United States. Vessel may restrict access to the Services from other locations.

3. CUSTOMER SUPPORT

a. General.

For troubleshooting related to the Site or Mobile App, or for general inquiries or feedback about the Services or these Terms, please contact Vessel Customer Support at support@myvessel.com. All other support requests, such as outages or issues concerning the Services, or appliances or equipment connected to those Services, should be directed to your Property Manager. Please note that most appliances and equipment connected to the Services in an apartment can be operated manually without relying on the Home Automation System.

b. Emergencies.

You understand and agree that Vessel Customer Support is not a 911 service, dispatch center, or emergency service provider. DO NOT CONTACT VESSEL CUSTOMER SUPPORT FOR ANY LIFE, SAFETY, OR MEDICAL EMERGENCIES. IF YOU EXPERIENCE SUCH AN EMERGENCY, IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT, 911, OR OTHER APPROPRIATE EMERGENCY RESPONSE SERVICE.

4. PRIVACY AND SECURITY

a. Privacy.

Please review Vessel’s Privacy Policy, which outlines Vessel’s practices regarding the information it may collect and use from users of the Services. You acknowledge and agree that Vessel may use the Personal Information (as that term is defined in the Privacy Policy) you or the Property Manager provide to deliver the Services to you, including Notifications (defined below), and to support your use of the Services. Vessel may also collect, maintain, process, and utilize diagnostic, technical, and usage-related information to provide and improve Vessel’s products and services, facilitate updates and customer support, and verify compliance with these Terms. While Vessel typically does not share information about your use of the Services with your Property Manager, you acknowledge and agree that Property Managers may receive certain notifications related to your Services, specifically related to (i) the overall health of Smart Devices, (ii) water leak/overflow alerts, and (iii) system failure alerts. Property Managers will also have access to data aggregated at the building level regarding energy and water consumption.

b. Consent to Texting and Emailing.

The Services provide the capability to send text messages, emails, and in-app notifications and alerts (collectively referred to as "Notifications”) whenever specific events occur (for example, when a water leak is detected, motion is detected while in “away mode,” a door or window remains open for an extended duration, or a sensor becomes disconnected, among others). These Notifications will be sent to the phone number and email address you have provided. By enabling Notifications in the Mobile App, you consent to receive them. Please note that your carrier may impose charges for receiving Notifications based on your phone plan. You acknowledge that your consent is given voluntarily and is not a requirement for receiving the Services. If you wish to stop receiving Notifications, you can opt-out through the settings in the Mobile App.

c. Security.

Vessel prioritizes the integrity and security of your Personal Information and actively works to implement appropriate security measures. However, Vessel cannot guarantee that unauthorized third parties will never succeed in breaching these security measures or misusing your Personal Information. You acknowledge that providing your Personal Information is done at your own risk.

5. INTENDED USE AND LIMITATIONS OF THE SERVICES

a. Intended Use of Services.

The Services are designed to be accessed and used for receiving non-time-critical information, as well as for monitoring and controlling the Home Automation System and connected Smart Devices. Although Vessel strives to ensure the reliability and availability of the Services, you acknowledge that such services are not guaranteed to be reliable or available 100% of the time. Interruptions and failures may occur for various reasons, many of which are beyond Vessel’s control, including issues with internet and mobile networking, Wi-Fi or cellular network instability, and downtime from service providers and data carriers. Vessel does not offer any specific uptime guarantee for the Services. You acknowledge these limitations and agree that Vessel is not liable for any damages resulting from any failure or delay in the Services.

b. No Emergency Services.

You acknowledge and agree that the Services are not certified for emergency response. The Vessel makes no warranty or representation that the use of the Services will enhance safety in any way. YOU AGREE NOT TO RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES. NOTIFICATIONS PROVIDED THROUGH THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. THEY DO NOT SUBSTITUTE FOR THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEMS OR SERVICES. c. Home Automation System Information. The Services may provide you with information about the Home Automation System and its connection to Smart Devices in your apartment (e.g., temperature, a door or window remains open for an extended duration, or battery status) (“Home Automation System Information”). All Home Automation System Information is provided “as is” and “as available.” Vessel does not guarantee the accuracy, timeliness, or completeness of any Home Automation System Information. The Home Automation System Information is not a substitute for information that may be accessed directly within your apartment.d. Energy Savings and Other Benefits. The Services may provide you with insights into your energy or resource consumption and recommend ways to reduce your energy or resource bills by implementing specific suggestions or features of the Services. These recommendations are based on Vessel’s analysis and data collected through the Home Automation System. However, you acknowledge that these recommendations may contain inaccuracies. Vessel does not guarantee or promise any specific level of savings or other financial benefits from using the Services or any of its features. You expressly waive any right to seek monetary or other remedies against Vessel if you do not achieve any savings or if your savings differ from those indicated.e. System Requirements. Access to the Services requires: (i) an Account; (ii) a supported and enabled wireless device, such as a phone or tablet (required for some features and functionalities of the Services), running the latest version of the Mobile App; and (iii) any other system requirements that may be specified by Vessel. You are responsible for ensuring that all required system requirements are met and acknowledge that the Services may not function as described if these requirements are not fulfilled. You also acknowledge that Vessel may use Bluetooth, Near Field Communication (NFC), or Ultra-Wideband (UWB) on your smartphone or tablet to ensure the proper operation of the Services or facilitate communication with the Home Automation System connected to your Account.f. Regularly Check Batteries.

You and your Property Manager are responsible for monitoring and replacing any batteries in your Smart Devices, when necessary. YOU UNDERSTAND AND AGREE THAT THE SERVICES MAY NOT FUNCTION OR PROPERLY FUNCTION IF BATTERIES ARE LOW OR OTHERWISE NEED REPLACEMENT.

6. THIRD-PARTY PRODUCT AND SERVICES

a. General.

The Services depend on third-party products and services (“Third-Party Products and Services”), which are beyond Vessel’s control but may affect the use and reliability of the Services. You acknowledge and agree that (i) the use and availability of the Services depend on third-party product and service providers (“Third-Party Providers”), (ii) these Third-Party Products and Services may not operate reliably 100% of the time and may affect the performance of the Services, and (iii) Vessel is not liable for damages and losses arising from the operation of these Third-Party Products and Services.

b. Equipment, ISP, and Operator.

The availability of the Services depends on (i) building-level connectivity through an Internet Service Provider (“ISP”) or mobile device operator (“Operator”), and (ii) your ability to access the Internet from an appropriate device (e.g., your mobile device or tablet) (“Equipment”). You acknowledge that you are responsible for all fees charged by your ISP and Operator, if applicable, related to your use of the Services. You also acknowledge that you are responsible for complying with all applicable agreements, terms of service, and other policies of your ISP and Operator.

c. App Stores. The availability of the Mobile App depends on third-party app stores that allow you to download it (e.g., Apple’s App Store or the Google Play Store; each referred to as an “App Store”). Each App Store has its own terms and conditions that you must accept before downloading Mobile Apps. You agree to comply with these App Store terms and conditions (“App Store Terms”), and your license to use the Mobile Apps is contingent upon your adherence to such App Store Terms. d. Third-Party Website Links. The Site may contain links to other websites operated by third parties (“Third-Party Sites”). These Third-Party Sites are not controlled by Vessel. Vessel provides these links and referrals solely for your convenience and does not review, approve, monitor, endorse, warrant, or make any representations regarding such Third-Party Sites. Your use of these Third-Party Sites is entirely at your own risk.

e. Release Regarding Third Parties.

Vessel is not liable for Third-Party Providers or Third-Party Products and Services, including, but not limited to, the Equipment, ISPs, Operators, App Stores, and Third-Party Sites. VESSEL HEREBY DISCLAIMS, AND YOU HEREBY DISCHARGE, WAIVE, RELEASE, AND HOLD HARMLESS VESSEL AND ITS LICENSORS AND SUPPLIERS FROM ANY CLAIMS, LIABILITIES, LOSSES, AND DAMAGES, INCLUDING PERSONAL INJURY OR LOSS OF LIFE, ARISING OUT OF OR RELATING TO YOUR INTERACTIONS WITH SUCH THIRD-PARTY PROVIDERS AND THEIR THIRD-PARTY PRODUCTS AND SERVICES.

7. OWNERSHIP AND INTELLECTUAL PROPERTY

a. General.

You acknowledge that all intellectual property rights, including, without limitation, patents, copyrights, trademarks, and trade secrets, in the Services are owned by Vessel and its licensors and suppliers. Your access to, use of, or possession of the Services does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Vessel and its licensors and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.

b. Feedback: If you provide Vessel with comments, suggestions, or ideas about the Services, including ways to improve the Services (“Feedback”), you agree to the following: (i) your Feedback is given voluntarily, unsolicited, and without restriction; (ii) Vessel has no fiduciary or other obligation to use or implement such Feedback; (iii) you assign and hereby assign to Vessel all worldwide rights, titles, and interests in such Feedback, including the right to sue for past, present, and future infringements; and (iv) Vessel is free to use, copy, modify, create derivative works from, perform, display, publish, or redistribute the Feedback, either alone or in combination with other materials, for any purpose and in any manner (now known or later developed) worldwide, without credit or compensation to you.

c. Complaint Procedures.

If you believe that any part of the Site or Services infringes upon your intellectual property or other rights, please send Vessel a message at legal@myvessel.com that includes the following information: (a) your name; (b) your contact information, including your email address; (c) the nature and substance of your complaint, the specific rights involved, and your justification for making the complaint, including the content or information you find objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate, and I have the full legal authority to make every such statement, representation, and assertion and to make and be granted any demand outlined in this message.”

8. ARTIFICIAL INTELLIGENCE

a. General.

Vessel may utilize artificial intelligence (“AI”) and related tools to deliver and support the Services, analyze how they are used, and develop and enhance them.

b. Chat Feature and Resetrictions: AI is used to enable the chat feature within the Mobile App. You agree to use the Chat Feature solely for lawful purposes consistent with these Terms, such as inquiring about the building where you currently reside, the neighborhood, the surrounding areas, and the Services. You represent that any information or materials in any Chat Feature prompts (“Prompts”) will not violate or infringe on the rights of any third party or contain libelous, obscene, objectionable, or illegal content. You will not use the Chat Feature to violate any of these Terms or applicable laws. You should promptly report any unusual or inappropriate outputs of the Chat Feature to support@myvessel.com.

c. Disclaimer.

While Vessel strives to deliver accurate and reliable AI-generated content, it cannot guarantee that the Chat Feature’s responses and advice are always current or free from errors, omissions, or inaccuracies. You assume full responsibility for your interactions and reliance on the information and advice provided. It is crucial to exercise caution and use your judgment when interpreting and acting upon the chat feature's guidance. You agree not to hold Vessel liable for any actions, losses, or damages that arise from your use of any Chat Feature or any other AI-enabled tools within the Services.

d. Consent.

As further explained in our Privacy Policy, your interactions with the Chat Feature may be recorded (in de-identified form) and reviewed by Vessel’s support team to further train its AI, enhance results, and develop and improve its Services. You grant Vessel a non-exclusive license to copy, modify, and create derivative works based on your Prompts for the foregoing purposes. For further assistance or inquiries, please contact support@myvessel.com.

9. DISCLAIMER

a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND FROM US, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VESSEL AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY, LACK OF VIRUSES, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR OTHER VIOLATIONS OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VESSEL, ITS LICENSORS OR SUPPLIERS, OR PROPERTY MANAGERS SHALL BE DEEMED TO ALTER THIS DISCLAIMER OF WARRANTY REGARDING THE SERVICES OR TO CREATE ANY WARRANTY OF ANY KIND FROM VESSEL.

b. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VESSEL AND ITS LICENSORS AND SUPPLIERS DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE SERVICES WILL (i) OPERATE WITHOUT INTERRUPTION, IN A TIMELY MANNER, SECURELY, OR ERROR-FREE; (ii) BE FREE OF ALL HARMFUL COMPONENTS OR ERRORS; (iii) BE SECURE OR IMMUNE (INCLUDING THE INFORMATION PROVIDED TO YOU OR THE INFORMATION YOU SUBMITTED) FROM UNAUTHORIZED ACCESS; OR (iv) BE ACCURATE, COMPLETE, OR RELIABLE, THAT THE QUALITY OF THE SERVICES WILL MEET YOUR SATISFACTION, OR THAT ERRORS WILL BE CORRECTED.

c. YOU FURTHER UNDERSTAND AND AGREE THAT SOME SERVICES INCLUDE DETECTION AND NOTIFICATION FEATURES. THESE FEATURES DO NOT PREVENT, MINIMIZE, OR ELIMINATE EVENTS SUCH AS FIRES, FLOODS, EARTHQUAKES, HURRICANES, BURGLARIES, ROBBERIES, AND MEDICAL ISSUES. FURTHER, YOU UNDERSTAND AND AGREE THAT THESE FEATURES MAY NOT PREVENT, MINIMIZE, OR ELIMINATE THESE EVENTS OR THEIR CONSEQUENCES. THEREFORE, VESSEL AND ITS LICENSORS AND SUPPLIERS MAKE NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) THAT THESE FEATURES WILL PREVENT, MINIMIZE, OR ELIMINATE SUCH EVENTS OR THEIR CONSEQUENCES.

d. YOU SHOULD PROTECT YOURSELF AGAINST ANY RISK OF LOSS THROUGH APPROPRIATE INSURANCE COVERAGE, AND YOU ARE RESPONSIBLE FOR OBTAINING ALL INSURANCE YOU DEEM NECESSARY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND BY THE RELEVANT INSURANCE POLICY OR POLICIES YOU OBTAIN AND MAINTAIN, YOU RELEASE VESSEL AND ITS LICENSORS AND SUPPLIERS FROM ALL LIABILITY FOR ANY LOSS, OCCURRENCE, EVENT, OR CONDITION COVERED BY YOUR INSURANCE.

10. LIMITATION OF LIABILITY

a. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, VESSEL, ALONG WITH ITS LICENSORS AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SERVICES. THIS INCLUDES BUT IS NOT LIMITED TO, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY OTHER INTANGIBLE LOSSES. THE LIMITATIONS STATED IN THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, REGARDLESS OF WHETHER IT IS BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER BASIS, AND WHETHER OR NOT VESSEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS APPLIES EVEN IF A REMEDY DESCRIBED HEREIN IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE, AND TO ANY CLAIMS YOU MAY HAVE AGAINST ANY OTHER PARTY TO THE EXTENT THAT VESSEL WOULD NEED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM.

b. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY FOR PERSONAL INJURY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS ARE REASONABLE GIVEN THE COSTS AND BENEFITS OF THE SERVICES, AND YOU WILL ACCEPT SUCH RISK AND INSURE ACCORDINGLY.

11. INDEMNITY

a. General.

You agree to indemnify, defend, and hold harmless Vessel and its licensors and suppliers, and their respective officers, directors, employees, and agents from any and all third-party claims, actions, losses, damages, liabilities, judgments, grants, costs, and expenses (including reasonable attorneys’ fees) arising from: (i) the use of the Services by you or any person that you allow to use Vessel’s Services, including Designated Users (“you or your Users”), (ii) any breach of these Terms by you or your Users, (iii) any violation of any laws or regulations or the rights of any third party by you or your Users, or (iv) the gross negligence or willful misconduct or you or your Users.b. Process.

“Third-party claims” include claims made by, among others, a user that you permitted to use the Services, including Designated Users, a spouse, partner, family member, guest, neighbor, tenant, employee, or insurance company. Vessel reserves the right, at your expense, to take on the exclusive defense and control of any matter for which you are required to indemnify Vessel, and you agree to cooperate with Vessel’s defense of such claims. You agree not to settle any such claim without Vessel’s prior written consent. Vessel will make reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

12. DISPUTE RESOLUTION AND ARBITRATION/CLASS ACTION WAIVER/JURY TRIAL WAIVER

PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

a. Arbitration.

Vessel and you agree to arbitrate all Disputes. A “Dispute” shall be interpreted broadly to include any claim or controversy arising out of or relating in any way whatsoever to the following: (i) the relationship between you and Vessel; (ii) the advertising, marketing, sale, condition, or performance of the Services; and (iii) the Terms. A Dispute shall also encompass any claim or controversy that arose before the Terms or after their termination. THIS ARBITRATION IS MANDATORY AND NOT PERMISSIVE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT YOU AND VESSEL ARE EACH (A) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION AND (B) WAIVING THE RIGHT TO A TRIAL BY JURY. The Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision.

b. Notice of Disputes.

If either you or Vessel intends to seek arbitration for a Dispute, that party must provide the other with written notice. The notice to Vessel should be sent to the address set forth in Section 13(j). Vessel will send notice to you at the email or mailing addresses associated with your Account, or as a notification through the Mobile App. Your notice to Vessel must (a) include your name, mailing address, and email address; (b) describe the Dispute; and (c) state the relief you are requesting. If you and Vessel cannot reach an agreement to resolve the Dispute within 60 days after the notice is received, either you or Vessel may commence arbitration.

c. Arbitration Procedures.

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administrative, and arbitrator fees will be governed by the AAA's rules. Vessel will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines that the claims are frivolous. Likewise, Vessel will not seek attorneys' fees and costs in arbitration unless the arbitrator determines that the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you reside or at another mutually agreed-upon location. A single, neutral arbitrator will hear the arbitration. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions upon which the award is based. All issues are for the arbitrator to decide. The arbitrator may consider, but is not bound by, rulings in other arbitrations between Vessel and its users. The arbitrator can award the same damages and relief to individuals that a court can award. Judgment on the award may be entered by any court having jurisdiction.

d. No Class Arbitration/Waiver of Jury Trial.

The arbitrator may grant declaratory or injunctive relief only to the individual party seeking such relief and only to the extent necessary to address that party’s specific claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND VESSEL AGREE THAT EACH OF YOU MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY ALLEGED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND VESSEL AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL.

e. 30-Day Opt-Out Period.

If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 11, you must notify Vessel in writing within 30 days of the date you first accept these Terms (unless a longer period is required by applicable law). This notification must include: (a) your name, (b) your Account email address, (c) your mailing address, and (d) a statement indicating that you do not wish to resolve disputes with Vessel through arbitration. Your written notification must be mailed to Vessel at the address set forth in Section 13(j). Subject to Section 11(f) below, if you do not notify Vessel in accordance with this Section 11(e), you agree to be bound by the arbitration and group litigation waiver provisions of these Terms, including those in any Terms revised after your initial acceptance date. This notification impacts these Terms only and will not affect the other arbitration agreements between you and Vessel.

f. Future Changes to the Arbitration Provision.

If Vessel makes any changes to the Dispute Resolution and Arbitration Section of these Terms (except for changes to the address where Vessel will receive notices of dispute, opt-out notices, or rejections of future changes to the Dispute Resolution and Arbitration/Class Action Waiver/Jury Trial Waiver Section), you may reject any such change by sending Vessel written notice within 30 days of the change to the address set forth in Section 13(j). It is unnecessary to send Vessel a rejection of a future change to the Dispute Resolution and Arbitration/Class Action Waiver/Jury Trial Waiver Section of these Terms if you have properly opted out of the arbitration and group litigation waiver provisions in this Section 11 within the first 30 days after you initially accepted these Terms. If you have not properly opted out of the arbitration and group litigation waiver provisions in this Section 11, by rejecting a future change, you agree that you will arbitrate any dispute between you and Vessel in accordance with the terms of this arbitration provision, as modified by any changes you did not reject.g. Exceptions. This arbitration agreement does not prevent either you or Vessel from (i) filing an individual action in small claims court or (ii) seeking injunctive or other equitable relief to protect your or its intellectual property rights, or to prevent loss or damage to its Services (in the case of Vessel) in any court with appropriate jurisdiction.

13. CONFIDENTIALITY.

a. You shall make every effort to protect and maintain the confidentiality of the Confidential Information at all times. "Confidential Information" refers to any Software, associated documentation, and all other information disclosed to you by Vessel that can be reasonably considered confidential. You shall not disclose, disseminate, publish, or communicate Confidential Information to any individual, firm, corporation, or other third party without Vessel’s prior written consent. You shall use any Confidential Information solely to receive and use the Services as permitted under these Terms. You shall notify Vessel in writing immediately upon discovering any unauthorized use or disclosure of Confidential Information. You will cooperate with Vessel to recover possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any Confidential Information, then, prior to such disclosure, you will (i) promptly notify Vessel to provide them an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) fully cooperate with Vessel to protect against any such disclosure or to obtain a protective order limiting the scope of such disclosure or use of the Confidential Information. If you must disclose Confidential Information, you shall only disclose it to the extent necessary to comply with applicable legal requirements.

14. MISCELLANEOUS

a. Changes to These Terms.

Vessel reserves the right to modify these Terms. Vessel will notify users of changes by posting on this page, elsewhere on the Site, within the Mobile App, or by other means. You should ensure that you have read and agree with the most current Terms when you use the Services. Continued use of the Services after receiving notice of these changes indicates that you acknowledge and agree to be bound by the revised Terms. IF YOU DO NOT AGREE WITH ANY CHANGES TO THESE TERMS, YOU SHOULD DELETE THE MOBILE APP AND SOFTWARE AND STOP ACCESSING OR USING THE SERVICES.

b. Governing Law.

These Terms and any Disputes will be governed by the laws of the State of New York, without regard to any conflict of laws principles. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS IN NEW YORK, NEW YORK, FOR LITIGATING ALL SUCH CLAIMS OR DISPUTES, UNLESS SUCH CLAIM OR DISPUTE IS REQUIRED TO BE ARBITRATED AS SET FORTH IN SECTION 11. Notwithstanding the above, Vessel may seek injunctive remedies (or a similar form of urgent legal relief) in any court of competent jurisdiction.

c. Export Compliance.

You acknowledge that the Software may be subject to export restrictions imposed by various countries. You agree to adhere to all applicable international and national laws relating to the Software, including all relevant export restrictions and regulations. You represent that you are not: (1) located in, or a resident or a national of, any country that is subject to a government embargo or other restrictions, or that has been designated by any government as a “terrorist-supporting” country; or (2) on any government list of restricted end users. You will indemnify and hold Vessel harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including attorney’s fees) arising from or related to any breach of your obligations under this section.d. U.S. Government End Users.

For U.S. Government End Users, the Software is licensed only with “restricted rights” and as “commercial items” consisting of “commercial software” and “commercial software documentation,” with only those rights granted to all other end users according to these Terms.

e. Entire Agreement/Severability.

These Terms represent the complete agreement between you and Vessel regarding the use of the Services. The section titles in these Terms are for convenience only and carry no legal or contractual significance. If any provision of these Terms is found to be invalid or unenforceable for any reason, the remaining provisions will continue to be enforced, and the invalid or unenforceable provision will be considered modified to be valid and enforceable to the fullest extent permitted by law. Neither party acts as an agent or partner for the other.

f. Waivers.

All waivers by Vessel will be effective only if they are in writing. Any failure by Vessel to exercise or enforce any right or provision of these Terms will not be considered a waiver of that right or provision.g. Survivability.

Any provisions within these Terms that, by their nature, should continue to be in effect shall survive the expiration or termination of these Terms and remain valid and binding, including Sections 2(b) (Restrictions), 2(e) (Geographic Restrictions), 4 (Privacy and Security), 5 (Intended Use and Limitations of the Services), 6(e) (Release Regarding Third Parties), 7 (Ownership and Intellectual Property), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnity), 11 (Dispute Resolution and Arbitration/Class Action Waiver/Jury Trial Waiver), 12 (Confidentiality), and 13 (Miscellaneous).

h. Assignment.

You may not assign or transfer these Terms, or any associated rights or obligations, without Vessel’s prior written consent. Vessel may assign these Terms freely and without restriction. These Terms are binding on any permitted assignee. Any purported assignment that violates this paragraph shall be deemed void ab initio.

i. Notifications.

Vessel may send you notifications as required by law or for marketing and other purposes via (at its discretion) email to the primary address associated with your Account, through notifications on the Mobile App, hard copies sent to the physical address linked to your Account, by posting such notices on the Site, or by other means. Vessel is not responsible for any automatic filtering that may affect your email notifications. Vessel suggests adding its email addresses to your address book to ensure you receive email notifications from Vessel.

j. Address.

Vessel’s address is:

Vessel Technologies, Inc., 46 West 55th Street, New York, New York 10019.

k. Copyright/Trademark Information.

Copyright © 2017-2025, Vessel Technologies, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Services are the property of Vessel or their respective owners. You are not authorized to use any of the Marks without the appropriate prior written consent from Vessel or the respective owners.