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 by: (i) allowing individuals authorized by you (“Admin Users”) to access the Admin Portal solely for the purposes of (A) provisioning and decommissioning accounts (“End User Accounts”) for Eligible Users (as defined below) and (B) receiving Notifications and Consumption information (as defined below); (ii) making the Mobile App and Home Automation System available to Eligible Users (as defined below) for controlling and monitoring the Home Automation System within their apartments, subject to the applicable end-user Terms of Service, available at https://vesseltechnologies.com/eula (“End-User Terms”); and (iii) provisioning and decommissioning accounts (“Sales and FM Accounts”) for your sales and facilities management personnel (“Sales and FM Personnel”) to allow Sales and FM Personnel to each install and use a single copy of the Mobile App (in executable object code form only) on their handheld mobile devices (e.g., iPhone, iPad, or Android smartphone) solely to market or provide the Services to active or prospective Current Residents (as defined below), subject to the End-User Terms. Except as expressly provided above, this license does not permit 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.     Eligible Users.  

The Mobile App and Home Automation System are available only to “Eligible Users,” defined as individuals who are (A) current residents (“Current Residents”) of an apartment within your Building equipped with the Home Automation System, or individuals designated by a Current Resident as an additional user (“Designated User”), (B) at least 18 years old and possess the legal capacity to enter into binding contracts, provided Designated Users between the ages of 16 and 18 may use the Mobile App and Home Automation System under the supervision of a parent or legal guardian who agrees to be bound by the End-User Terms on their behalf, and (C) not in breach of any agreement with Vessel, including the End User Terms.  

c.     Accounts.                                                

i.     You are responsible for (i) creating End User Accounts for Current Residents when they move in and for Designated Users when they are designated as a Designated User by a Current Resident, (ii) promptly decommissioning these End User Accounts when a user is no longer an Eligible User, and (iii) creating and decommissioning Sales and FM Accounts as needed to provide market or provide Services to active or prospective Current Residents. These processes can be managed through the Admin Portal. Vessel will create user accounts for Admin Users (“Admin User Accounts”). End User Accounts, Sales and FM Accounts, and Admin User Accounts are collectively referred to as “Accounts.” Eligible Users, Sales and FM Personnel, and Admin Users are collectively referred to as “Permitted Users.”                                              

ii.     You must ensure that: (i) all required registration information submitted by Permitted Users in connection with Accounts is truthful, accurate, timely, and complete; (ii) the accuracy of this information is maintained; and (iii) the use of the Services by any Permitted Users will not violate any applicable laws or regulations in the United States or elsewhere (for instance, the registrant is not listed as a prohibited or restricted party under applicable export control laws and regulations).
                                           
iii.     Furthermore, you must secure, as a condition for registering each Account, an enforceable agreement (“User Agreements”) that requires (i) Eligible Users and Sales and FM Personnel to comply with the End-User Terms, (ii) Admin Users to comply with the Admin Users Terms of Service, available at https://vesseltechnologies.com/admin, and all Permitted Users (A) to adhere to all product restrictions and confidentiality obligations in these Terms, (B) to acknowledge that the Services are provided “as is” and disclaim any warranties, whether express, implied, or statutory, and (C) to waive and hold harmless Vessel and its suppliers and licensors from any claims they have or may have against them arising from their access to or use of the Services. You will fully enforce any breach of the User Agreements by Permitted Users. You will also notify Vessel of such a breach at support@myvessel.com and allow Vessel to enforce the terms of such User Agreements directly against Permitted Users as a third-party beneficiary. Notwithstanding the above, you shall remain jointly and severally liable for any breaches of the User Agreements or applicable end-user terms by Permitted Users.                                              

iv.     You must take reasonable precautions to protect against the theft, loss, or fraudulent use of any Accounts (e.g., requiring strong passwords and prohibiting the sharing of account credentials). You are solely responsible for all activities that occur under your Permitted Users’ Accounts and are liable for any losses or damages (to you, Vessel, or others) resulting from any unauthorized use of these Accounts. Vessel is not liable for any loss or damage arising from your failure to comply with these terms. You must promptly notify Vessel at support@myvessel.com if you suspect that any Account login credentials have been compromised or that a third party has accessed any Account.

‍d.     Subcontractors.

The rights outlined in Section 1(a) (Grant of License) may be delegated to a third-party property manager or other contractor acting on your behalf (a “Subcontractor”), provided that the Subcontractor signs a written agreement to be bound by these Terms. However, despite any such subcontract, you shall not be relieved of your obligations under these Terms. You are solely responsible for each Subcontractor’s compliance with these Terms, and the acts and omissions of each Subcontractor will be deemed and treated as your acts and omissions. Upon Vessel’s request, you must provide Vessel with a list of any Subcontractors detailing the scope of each Subcontractor’s services for you, the location from which each Subcontractor’s services are provided, and any other relevant information that may be reasonably requested.  

e.     Modifications.

Vessel may modify, update, or discontinue any features or functions of the Services, or any part thereof, at any time without notice and without liability to you. Vessel may also amend any of the Terms at its sole discretion by posting the revised terms at this URL (or another URL designated by Vessel). Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of those amended Terms. If you do not agree to these revised Terms, your sole remedy against Vessel shall be to discontinue your use of the Services and terminate the Terms in accordance with Section 4 (Term and Termination).  

a.     Use Restrictions.  

You and your Permitted Users must use the Services only in accordance with these Terms and all applicable laws. You must not, and must not enable or allow others (including Permitted Users) to:                                                

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

ii.     Except as expressly permitted in these Terms, 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 a Home Automation System that is not part of your Building or 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, except as may be specifically directed by Vessel;                                              

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.  

b.     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.

a.     Fees.

‍Your access to the Services and associated support described in Section 5 are conditioned on your timely payment of the access and support fees set forth at https://vesseltechnologies.com/fees. Fees are invoiced annually in advance at the beginning of each calendar year, with prorated fees for the first partial year invoiced at the closing of the Purchase Agreement (“Closing”).

‍b.     Payment.

‍All fees must be paid within 30 days of receiving an invoice, along with all applicable federal, state, and local sales and use taxes, as well as other assessments, which will be itemized in the invoice. If any undisputed amounts are not received by Vessel by the due date, those amounts will accrue interest at a rate of 1.5% of the outstanding balance per month, or the maximum rate allowed by law, whichever is lower, from the date the payment was due until it is paid. You will also be responsible for all reasonable expenses incurred by Vessel, including, but not limited to, collection and legal fees, associated with Vessel’s efforts to collect undisputed overdue fees. Furthermore, if you fail to make timely payment of undisputed overdue fees, Vessel may suspend the Services to you, your Permitted Users, and any other individuals or entities you have allowed to use the Services (collectively referred to as “you and your Users” or individually as “you or your Users”) with ten (10) business days’ notice.

‍c.     Changes.

Vessel may increase or adjust the basis for calculating the fees for the Services at the beginning of each renewal term by providing you with at least 60 days’ notice. This notice may be given by updating the Terms posted at this URL (or another URL designated by Vessel).

a.     Term.

These Terms begin on the date of your Closing (the “Closing Date”) and remain in effect until the first December 31 following the Closing. After that, the Terms will automatically renew for additional one-year periods unless either you or Vessel provides at least 30 days’ notice of your intention not to renew before the end of the then-current term.  

b.     Termination.

Additionally, Vessel may suspend or terminate these Terms and your (and/or your Permitted Users) rights to access or use the Services (in whole or in part) at any time and without notice upon the occurrence of the following:                                                

i.     You or your Users have breached the Terms and have failed to cure this breach within thirty days of receiving notice from Vessel. However, there shall be no cure period for breaches of Sections 1 (Access and Use), Section 2 (Restrictions), 15(h) (Assignment), or any other breaches that (A) by their nature cannot be cured, or (B) impact the security, integrity, or functionality of the Services;                                              

ii.     Vessel decides to change or discontinue any Services, either in whole or in part, or winds down its business operations;                                            

iii.     You stop conducting business in the normal course, become insolvent or unable to pay debts as they come due, make an assignment for the benefit of creditors or a similar distribution of assets, or become subject to any bankruptcy, reorganization, liquidation, dissolution, or similar procedure; or                                            

iv.     The ongoing delivery of the Services poses a legal, regulatory, or significant business risk.

c.     Effect of Termination.

Upon termination of these Terms, your right to use the Services will automatically end, and you must immediately delete the Mobile App and any Software from your devices or systems. You will also provide Vessel reasonable access to your Building and ensure that Permitted Users grant access to their apartments as necessary to disable the Services and related equipment.

a.     General.

‍Vessel will provide training related to the Services using a “train the trainer” approach. You must designate a person to receive this training equipped with the necessary technical skills to perform basic troubleshooting and maintenance related to the Services (“Designed Support Contact”). Vessel’s support model consists of three tiers of support:                                                

i. Tier 1: All initial support requests, including outages or issues related to the Services, as well as appliances or equipment connected to those Services, should be directed to the property manager at your Building.                                              

ii. Tier 2: Issues that cannot be resolved at Tier 1 will be directed to your regional support team.

iii. Tier 3: Issues that cannot be resolved at Tier 1 or Tier 2 may be escalated to Vessel by submitting a ticket to Vessel Customer Support at support@myvessel.com or through other means specified by Vessel. The ticket must be submitted by the Designated Support Contact and must include sufficient detail to allow Vessel to respond to the support request. Support tickets may not be submitted directly by tenants or other Permitted Users of the Services. You will also be responsible for securing the cooperation of Permitted Users to resolve the support request, which may require access to your Building or the Permitted Users’ facilities or apartment. Vessel will make commercially reasonable efforts to respond to support requests based on the severity of the request and Vessel’s other support priorities.  

b.     Exceptions.

Vessel shall not be responsible for providing support for issues caused by you or a Permitted User’s: (i) misuse, modification, or damage to the Services; (ii) failure to promptly use defect corrections, enhancements, updates, or workarounds provided by the Vessel; (iii) combination of the Services with products, services, or third-party software not supplied by Vessel; (iv) defects in quality or integrity of data from other systems, or in hardware, software, or equipment that is not part of the Services, or which is not operating according to its specifications; and (v) failure to maintain proper power or network connectivity. Additionally, Vessel is not responsible for (A) Third-Party Providers and Third-Party Products and Services (defined in Section 8, below), (B) any hardware, equipment, or appliances connected to or managed with the Services, or (C) monitoring and replacing any batteries for Smart Devices. If any of the above exceptions cause an issue, Vessel may offer additional investigation and repair as an extra service, which will be charged at Vessel’s then-current supplemental support service rates.

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 on behalf of yourself and Permitted Users, (ii) acknowledge that you and Permitted Users may need to install updates to continue using the Services, and (iii) agree to promptly install (and cause Permitted Users to promptly install) any updates provided by Vessel. The Software and any updates are deemed irrevocably accepted upon your use of the Software.  

d.     Cooperation.

‍You agree to provide reasonable cooperation to Vessel to support the successful deployment of the services, including:                                                

i.     Complying with all documentation, system requirements, or other guidelines provided to you;                                              

ii.     Complying with all third-party terms provided to you;                                              

iii.     Promptly reporting issues and failures with the Services as well as power outages or other events that may affect the Services;                                            

iv.     Providing access to facilities and equipment to provide support for the Services; and                                              

v.     Promptly installing updates related to the Services.

e.     Emergencies.  

In addition, you understand and agree that the Services are not a 911 service, dispatch center, or emergency service provider. DO NOT CONTACT VESSEL FOR ANY LIFE, SAFETY, OR MEDICAL EMERGENCIES. IF YOU OR YOUR USERS EXPERIENCE SUCH AN EMERGENCY, IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT, 911, OR OTHER APPROPRIATE EMERGENCY RESPONSE SERVICE.

a.     Privacy.

Vessel’s Privacy Policy 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 your Users provide to Vessel to deliver the Services, including providing access to the Admin Portal and Mobile App, send Notifications (defined below), and support your and your Permitted Users’ 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 Permitted Users’ use of the Services with you, you may receive certain notifications through the Admin Portal related to the Home Automation Systems within your building, specifically related to (i) the overall health of Smart Devices, (ii) water leak/overflow alerts, and (iii) system failure alerts. You will also have access to data aggregated at the building level regarding energy and water consumption (“Consumption Data”). You will not use any of the information Vessel shares about Permitted Users, including Notification and Consumption Data, for any purpose other than those set forth in these Terms or the Purchase Agreement. You will not (nor permit others) to de-aggregate or reidentify any aggregated or deidentified information regarding Permitted Users that Vessel may provide.  

b.     Consent to Texting and Emailing.

‍The Mobile App provides 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 that your Permitted Users have provided. By enabling Notifications in the Mobile App, Permitted Users consent to receive them. Their consent is given voluntarily and is not a requirement for receiving the Services. Please note that carriers may impose charges for receiving Notifications based on your Permitted Users’ phone plan. If they wish to stop receiving Notifications, they can opt-out through the settings in the Mobile App.  

c.     Security.

Vessel prioritizes the integrity and security of the Services 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 accessing or misusing your or your Permitted Users’ data.

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 (AND WILL ADVISE PERMITTED USERS 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 apartments in your Building (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 an apartment.

‍d.     Energy Savings and Other Benefits.

‍The Services may provide you with insights into the energy or resource consumption in your Building 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) for the Mobile App, 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 Permitted Users’ smartphone or tablet to ensure the proper operation of the Services or facilitate communication with the Home Automation System connected to their Account.

‍f.      Regularly Check Batteries.

‍You and your Current Residents are responsible for monitoring and replacing any batteries in any 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.

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) the 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 users 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 Permitted Users must accept before downloading Mobile Apps. You will ensure that Permitted Users comply with these App Store terms and conditions (“App Store Terms”) and notify them that their license to use the Mobile Apps is contingent upon their adherence to such App Store Terms.  

d.     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, and App Stores. VESSEL HEREBY DISCLAIMS, AND YOU HEREBY DISCHARGE, WAIVE, RELEASE, AND HOLD HARMLESS (ON BEHALF OF YOU AND YOUR USERS) VESSEL AND ITS LICENSORS, VENDORS, AND SUPPLIERS FROM ANY CLAIMS, LIABILITIES, LOSSES, AND DAMAGES, INCLUDING PERSONAL INJURY OR LOSS OF LIFE, ARISING OUT OF OR RELATING TO YOUR ANY YOUR USERS’ INTERACTIONS WITH SUCH THIRD-PARTY PROVIDERS AND THEIR THIRD-PARTY PRODUCTS AND SERVICES.

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 affiliates, 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.     Trademarks.

‍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 prior written consent of Vessel or the respective owners.  

c.     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 pursue 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.

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.     Complaint Procedures.

If you believe that any part of the 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.”

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 OR ITS LICENSORS OR SUPPLIERS 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 OR YOUR USERS’ 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 (AND WILL ADVISE PERMITTED USERS) 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.

e.     YOU FURTHER AGREE THAT YOU SHALL MAKE NO REPRESENTATION OR WARRANTIES TO PERMITTED USERS ANY OTHER PERSON OR ENTITY REGARDING THE SERVICES AND ONLY OFFER THE SERVICES TO PERMITTED USERS “AS IS” AND ON AN “AS AVAILABLE” BASIS AND SUBJECT TO THE ABOVE DISCLAIMERS.

a.     TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, VESSEL, ALONG WITH ITS LICENSORS AND SUPPLIERS, SHALL NOT BE LIABLE FOR 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. IN NO EVENT SHALL VESSEL’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS EXCEED THE FEES YOU PAID TO VESSEL IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.  

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 BENEFITS OF THE SERVICES, AND YOU WILL ACCEPT SUCH RISK AND INSURE ACCORDINGLY.

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 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 of 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 Permitted 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.

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 15(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. 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.     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.

a.     You shall make every effort to protect and maintain the confidentiality of the Confidential Information at all times. "Confidential Information" refers to the 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.

a.     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 13. Notwithstanding the above, Vessel may seek injunctive remedies (or a similar form of urgent legal relief) in any court of competent jurisdiction.

b.     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 and your Permitted Users 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 paragraph.

‍c.     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.  

d.     Force Majeure.

‍Except for the payment of fees under these Terms, neither you nor Vessel shall be liable to the other for any failure or delay in fulfilling any obligation hereunder that is directly caused by conditions beyond that party’s reasonable control. These conditions include acts of god, pandemics, war, terrorism, civil commotion, strikes, labor disputes, and governmental actions or restrictions (each, a “Force Majeure Event”). The party seeking relief from performance must promptly notify the other party of the Force Majeure Event, take commercially reasonable actions to mitigate its effects, and resume performance promptly when the Force Majeure Event has subsided. If a party’s delay or non-performance continues for 30 days or more, the other party may terminate these Terms without penalty.  

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 (Restrictions), 3(b) (Payment), 4(c) (Effect of Termination), 6 (Privacy and Security), 7 (Intended Use and Limitations of the Services), 8(d) (Release Regarding Third Parties), 9 (Ownership and Intellectual Property), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnity), 13 (Dispute Resolution and Arbitration/Class Action Waiver/Jury Trial Waiver), 14 (Confidentiality), and 15 (Miscellaneous).

h.     Assignment.

You may not assign or transfer these Terms or any associated rights or obligations, including through an acquisition, merger, reorganization, change of control, or other corporate transaction, without Vessel’s prior written consent. However, you may assign the Terms in connection with the sale of your Building, provided that: (i) you notify Vessel of the sale at least ninety (90) days before its consummation; (ii) the purchaser is not a competitor of Vessel; and (iii) the purchaser agrees to assume all rights and obligations under these Terms. You will remain liable under the Terms if conditions (i)-(iii) are not satisfied, or if the purchaser fails to assume all rights and obligations under these Terms. 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 Admin Portal, 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
New York, New York 10019