Shipwrights, LLC - Terms of Service

These Terms of Service (these "ToS") are entered into by and between Shipwrights, LLC ("Shipwrights", "we", "us", or "our") and the individual or entity that downloads, accesses, provides services, or uses any Shipwrights iOS application ("Shipwrights Platform") (the "User", "you", or "your", and together with Shipwrights, the "Parties").

By clicking "Accept," registering for an Account (defined below), downloading the Shipwrights Platform, or otherwise using any of our services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these ToS and our Privacy Policy (located at https://curbside.shipwrights.co/privacy) (the "Privacy Policy"), which is incorporated by reference. If you do not agree to these ToS or the Privacy Policy, you may not access or use the Services.

These ToS are effective as of the date you first download, access, or use the Services (the "Effective Date") and will remain in effect for as long as you continue to use the Services.

We may update or modify these ToS from time to time, in our sole discretion. Any changes will be effective immediately upon posting the revised version to our website or the Shipwrights Platform, unless otherwise stated. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the updated ToS. If you do not agree to any revised terms, you must discontinue use of the Services.

You are responsible for reviewing these ToS periodically to stay informed about any updates. We may also, but are not obligated to, provide you with notice of material changes via email or in-app notification.

The Parties hereby agree as follows:

1. Definitions

The following terms, when used in the ToS will have the following meanings:

• Shipwrights Materials means software, hardware, programming tools, Documentation, reports, data, devices, know-how, methods, processes, and other inventions, works, and technologies, now existing or created after the date of the ToS, related to the Services or other Shipwrights products or services, including such matter created or used by Shipwrights in connection with the ToS or providing the Services, including all associated intellectual property rights. Shipwrights Materials also includes third-party reports, audits, and similar analyses, written or otherwise, about Shipwrights related to Shipwrights security and compliance procedures and policies.
• Confidential Information means any information or data, regardless of whether it is in tangible form, disclosed by either party that is either marked as confidential or proprietary; has been identified in writing as confidential or proprietary within thirty (30) days of disclosure; or based on the nature of the information disclosed would, or should, be known to a reasonable person to be Confidential Information; provided, however, that (i) information related to or regarding a disclosing party's business plans, finances, strategies, and current and prospective Users will be deemed Confidential Information of the disclosing party; and (ii) all information concerning the Shipwrights Materials.
• Documentation means the printed and digital instructions, on-line help files, technical documentation, technical specifications, and user manuals for the Services, if any.
• Services means the Shipwrights Platform (including all associated products and services therein) as modified or supplemented from time to time.
• Vendor means a vendor providing services on the Shipwrights Platform. For clarity, all references to User are applicable to Vendor.
• User Data means any information, content, or materials that you provide, upload, or otherwise make available through the Services, including personal information and usage data generated through your interaction with the Services. For clarity, some User Data may identify you personally ("Personal Data"), while other data may be non-personal or aggregated (such as usage metrics, device characteristics, or anonymized analytics) ("Aggregated Data").

2. Eligibility and Account Registration

• To use certain features of the Services, you may be required to create an account ("Account"). You agree to provide accurate, current, and complete information when creating or updating your Account and to maintain and promptly update that information as necessary. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.
• You agree to immediately notify us of any unauthorized use of your Account or any other breach of security. Shipwrights will not be liable for any loss or damage arising from your failure to maintain the security of your Account or to comply with these obligations.
• You must be at least 18 years old (or the age of legal majority in your jurisdiction) to use the Services. By creating an Account, you represent and warrant that you meet these eligibility requirements and that you have the authority to bind yourself or the entity you represent to these ToS.

3. Services; Data

• Shipwrights hereby grants User a non-exclusive, non-assignable, revocable, limited right and license to access and use the Services solely in accordance with, and as permitted by, these ToS, the Documentation, and applicable law. As expressly granted herein, Shipwrights hereby retains any and all rights, including all intellectual property and copyrights, in the Shipwrights Materials.
• By using the Services, You grant Shipwrights a perpetual, worldwide, royalty-free, transferable, and sublicensable license to collect, use, store, reproduce, modify, distribute, display, and create derivative works from your User Data in accordance with this Agreement.
• We process Personal Data only as described in the Privacy Policy and in compliance with applicable data protection laws. However, Shipwrights may collect, create, and process User Data that is not Personal Data for any lawful purpose, including operating, improving, and commercializing the Services, developing or training internal artificial intelligence ("AI") and machine learning ("ML") analytics, research, and other business purposes. All such processing occurs within Shipwrights internal systems, and to the extent User Data is used in this manner, it will be handled in accordance with Shipwright's Privacy Policy and applicable data-protection laws. Shipwrights does not use User Data to train external or third-party AI or ML models.
• All rights, title, and interest in Aggregated Data are owned exclusively by Shipwrights and Shipwrights may use or commercialize such Aggregated Data for any lawful business purpose, including analytics and AI model development, provided it does not identify any individual user.
• User may from time to time provide suggestions, comments or other feedback ("Feedback") to Shipwrights with respect to the Services. User hereby grants to Shipwrights a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any Feedback. Shipwrights has no obligation to use any Feedback.

4. User Conduct

You agree not to:

• Use the Services in any manner that violates any applicable law or regulation;
• Infringe or violate the intellectual property rights or any other rights of Shipwrights or any third party;
• Upload, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• Attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services;
• Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Engage in any activity that disrupts or interferes with the Services or the servers and networks connected to the Services;
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks connected to the Services.

5. Confidentiality

• Each Party agrees that it will not use or disclose Confidential Information of the other Party except as permitted in the ToS. Each Party agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the other Party for any purpose outside the scope of the ToS, and (ii) except as otherwise authorized by the disclosing Party in writing, to limit access to Confidential Information of the disclosing Party to those of its and its affiliates' employees, contractors and agents who need that access for purposes consistent with the ToS and who have signed confidentiality agreements with the receiving Party containing protections no less stringent than those herein. Neither Party will disclose the terms of the ToS or any Order Form to any third party other than its affiliates, legal counsel and accountants without the other Party's prior written consent, provided that a Party that makes any such disclosure to its affiliate, legal counsel or accountants will remain responsible for such affiliate's, legal counsel's or accountant's compliance with this "Confidentiality" section (to the extent permitted by applicable law).
• Confidential Information will not include any information which (i) publicly known through no fault of receiving Party; (ii) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party; (iii) was properly disclosed to receiving Party, without restriction, by another person with the legal authority to do so; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.
• In the event of actual or threatened breach of the provisions of this Section, the Disclosing Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each Party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in these ToS.

6. Representations, Warranties, and Exclusions

• Each Party represents, warrants and covenants to the other Party as follows, to the extent applicable: (i) it is an individual or entity organized and existing under the laws of its jurisdiction of incorporation with full power and authority to enter into and perform the ToS; (iv) such Party's execution and performance of the ToS does not and will not violate or conflict with any provision of such Party's governing corporate instruments or of any commitment, agreement or understanding that such Party has or will have to or with any other person or entity; and (v) it will comply with all applicable laws now or hereafter enacted, of any applicable jurisdiction.
• USER EXPRESSLY AGREES THAT ITS USE OF THE SERVICES IS AT ITS SOLE RISK AND THAT THE SERVICES AND ANY DATA OR MATERIALS PROVIDED OR MADE AVAILABLE BY THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY STATED IN THIS SECTION SHIPWRIGHTS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT, AND SPECIFICALLY DISCLAIM ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, NOR DOES SHIPWRIGHTS GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SERVICES OR THAT ERRORS WITH A ROOT CAUSE NOT IN SHIPWRIGHTS CONTROL IN THE SERVICES WILL BE CORRECTED. SHIPWRIGHTS WILL NOT BE LIABLE FOR ERRORS OR DAMAGES OF ANY KIND CAUSED BY THIRD PARTY CRIMINAL ACTS, LIMITATIONS INHERENT IN THE USE OF THE INTERNET, OR THIRD-PARTY HARDWARE, SOFTWARE, SYSTEMS, OR DATA. SHIPWRIGHTS IS NOT RESPONSIBLE TO USER OR ANY THIRD PARTY FOR UNAUTHORIZED ACCESS TO DATA OR THE UNAUTHORIZED USE OF THE SERVICES AS A RESULT OF USER'S INTENTIONAL OR UNINTENTIONAL ERROR, OR OMISSION.
• If User is a Vendor, Vendor represents and warrants that it shall (a) maintain all applicable licenses, including but not limited to any local, city, or county licensing requirements, to provide said Services and (b) comply with all applicable laws.

7. Indemnification

• User will defend, indemnify and hold Shipwrights harmless from and against any liability, claim, action, loss, damage or expense (including court costs and reasonable attorneys' fees finally awarded) based on any third-party claims arising out of, or relating to (i) any use or operation of, or access to the Services by User or an end user; or (ii) any breach or alleged breach by User of Sections 3 of these ToS; or (iii) any violation of applicable law.
• If at the option and request of the Party seeking indemnification ("Indemnified Party"), the indemnifying Party ("Indemnifying Party") will take over the defense of an eligible third party claim ("Claim"), the Indemnified Party will: (i) give the Indemnifying Party prompt written notice of the Claim; (ii) grant the Indemnifying Party and complete control over the defense and settlement of the Claim; (iii) provide assistance in connection with the defense and settlement of the Claim, as the Indemnifying Party may reasonably request; and (iv) comply with any settlement or court order made in connection with the Claim. Notwithstanding the previous sentence, the Indemnifying Party will not enter into any settlement that involves an admission of guilt or liability of the Indemnified Party without such Party's prior written consent. The Indemnified Party may participate in the defense of a Claim at its own expense and with counsel of its own choosing.

8. Limitations of Liability

• NEITHER PARTY NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF SUCH PARTY IS ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EACH PARTY'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THE AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED USD $5000. NOTWITHSTANDING THE FOREGOING, THESE LIMITATIONS OF LIABILITY SHALL NOT APPLY TO ANY DAMAGES ARISING OUT OF USER'S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 7, VIOLATION OF APPLICABLE LAW, OR BREACH OF ITS OBLIGATIONS SET FORTH IN SECTION 3 OF THESE ToS, OR EITHER PARTY'S FRAUD, WILLFULL MISCONDUCT, OR GROSS NEGLIGENCE. MULTIPLE CLAIMS SHALL NOT EXPAND ANY LIMITATIONS OF LIABILITY.
• Each of these provisions is severable and independent of all other provisions of the ToS. The limitations in this will apply notwithstanding the failure of essential purpose of any limited remedy in the ToS. Some jurisdictions do not allow the exclusion or limitation of damages. This Section will apply solely to the extent permitted by applicable law.

9. Miscellaneous

These ToS, the Privacy Policy, and any other agreement between the Parties which references these ToS, represents the entire understanding and agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous oral or written representations, understandings, or agreements, and may be modified from time to time by Shipwrights. If any part of the ToS is declared invalid or unenforceable by a court of competent jurisdiction, it shall not affect the validity or enforceability of the remainder of the ToS, unless the ToS so construed fails to meet the essential business purposes of the Parties as manifested herein. Notices required or permitted under the ToS will be via electronic mail or in writing given to the Party at the address specified in the ToS by hand delivery, certified mail, return receipt requested, or by overnight delivery. Each Party is an independent contractor in the performance of the ToS. Neither Party has the agency or authority to bind the other Party in any way or direct or control the other Party's performance. No third-party beneficiaries are intended or created by the ToS. These ToS will be governed by and construed in accordance with the laws of California without reference to its conflict of laws provisions. Any action arising under the ToS will be brought exclusively in the state or federal courts located in Los Angeles, California and the Parties irrevocably consent to the jurisdiction of such courts. Sections 1, 3, 4, 5, 6, 7, 8, and 10 will survive the expiration or termination of these ToS. Notwithstanding any provision of these ToS to the contrary, Shipwrights is not liable under the ToS for delay in performance or non-performance caused by events or conditions beyond the Party's reasonable control, including without limitation acts of God, fire, war, terrorism, epidemic, pandemic, third party criminal acts, any law or governmental regulations, or labor dispute, and the period of performance will be deemed extended to reflect such delay as agreed by the Parties.