Effective Date: November 1, 2025
1. Introduction, Acceptance, and Governing Documents
1.1 Company and Definitions
These Terms of Service (“Terms”) govern the use of the SiteTrax.io software, platform, computer vision, Optical Character Recognition (OCR), and related services (collectively, the “Platform” or “Services”) provided by SiteTrax, Inc., a Virginia corporation (“Company,” “we,” “us,” or “our”).
These Terms apply to each person or entity who accesses or uses the Services (“Customer” or “you”). Key defined terms include:
- Customer Content: All data, information, images, documents, and other materials uploaded, submitted, stored, or processed by the Customer using the Services.
- AI Output Data (Output): The data resulting from the processing of Customer Content by the Platform, including OCR results, identified asset IDs, and geolocation logs.
- Aggregated Data (Derived Data): Data generated by SiteTrax, Inc. related to the operation and usage of the Services, which is statistical, de-identified, anonymized, and cannot reasonably be linked to any specific Customer or individual person.
- Order Form: Any order form, statement of work, separate service agreement or online checkout process executed by or accepted by the Customer and SiteTrax, Inc.
1.2 Applicability and Acceptance of Terms
By executing an Order Form, issuing a purchase order, paying an invoice, or accessing or utilizing the Platform, the Customer accepts and agrees to be bound by these Terms. Use of the Services is explicitly conditioned upon agreement to these Terms. If the Customer does not agree, the Customer must not access or utilize the Services.
If the Services are used on behalf of a legal entity, the individual user represents and warrants that they have the authority to bind that entity, and acceptance of these Terms will be deemed an acceptance by that entity.
1.3 Eligibility
Subscription to the Services is available only to individuals who are at least 18 years old and capable of forming legally binding contracts under applicable law. By using the Services, the Customer represents and warrants that they meet this eligibility requirement.
1.4 Changes to Terms
SiteTrax, Inc. may revise and update these Terms from time to time in its sole discretion. SiteTrax, Inc. will notify the Customer of material changes at least thirty (30) days in advance by email to the Customer’s registered contact address and by posting them on the website. All changes are effective immediately upon notification and posting, or on the effective date stated in the notice, if later, and apply to all access to and use thereafter. Continued use of the Services following the effective date of revised Terms signifies acceptance and agreement to the changes. However, any changes to the dispute resolution provisions in Section 11 will not apply to any Disputes for which the parties had actual notice prior to the effective date of the change.
1.5 Governing Documents
If the Customer has entered into a Service Agreement or Order Form with SiteTrax, Inc., such document is incorporated herein by reference. To the extent of any conflict or inconsistency between the provisions of an executed Service Agreement/Order Form and these Terms, the provisions of the Service Agreement or Order Form shall control and supersede these Terms.
2. Services, Account Management, and Payment
2.1 Services Provided
SiteTrax.io provides an AI-as-a-Service Platform utilizing computer vision and OCR technology to capture the identification (ID) and geolocation of physical assets, primarily intermodal containers and chassis. The Services include, but are not limited to, capturing asset data in near real-time and pushing that data into designated databases or systems.
2.2 Service Availability and Changes
The Customer acknowledges that the Services provided by SiteTrax.io are subject to necessary change and modification. SiteTrax, Inc. will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. SiteTrax, Inc. reserves the right to restrict access to some parts or all of the Services to users periodically.
The Customer is responsible for making all arrangements necessary to have access to the Services, including maintaining appropriate network and internet access.
2.3 Account Security
The Customer is responsible for maintaining the confidentiality and security of all user names, passwords, and security information provided for access to the Platform. The Customer shall treat such information as strictly confidential and shall not disclose it to any unauthorized third party.
The Customer agrees to notify SiteTrax, Inc. immediately of any unauthorized access to or use of credentials or any other breach of security. SiteTrax, Inc. retains the right to disable any account or credential at any time in its sole discretion, with or without cause, including if SiteTrax, Inc. believes the Customer has violated any provision of these Terms.
2.4 Fees and Payment
The Customer agrees to pay all fees set forth in the applicable Order Form or Service Agreement in accordance with the payment terms specified therein. Unless otherwise stated, all fees are non-refundable.
If any invoiced amount is not received by SiteTrax, Inc. by the due date, then without limiting SiteTrax, Inc.’s other rights and remedies: (a) SiteTrax, Inc. may charge interest on the past due amount at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower; (b) SiteTrax, Inc. may condition future subscription renewal on shorter payment terms; and (c) SiteTrax, Inc. may suspend access to the Services immediately if any account is more than ten (10) days past due, without liability to SiteTrax, Inc., until such amounts are paid in full.
2.5 Service Reliance and Payment Obligations
The Customer acknowledges that the delivery of the Services is complete when the Platform successfully captures and processes the asset data (AI Output Data) and makes such data available to the Customer through the designated delivery method (e.g., API endpoint, secure file transfer, or Service Portal access). If transmission to Customer’s designated endpoint fails due to issues with Customer’s systems, SiteTrax.io shall use commercially reasonable efforts to notify Customer of such failure. The Customer’s obligation to pay for the Services is not contingent upon the operational status, availability, or performance of the Customer’s own internal hardware, software, third-party systems, databases, spreadsheets, or Management Systems (including YMS or ERP). Service fees remain due and payable even if the Customer’s downstream systems are offline, unavailable, or unable to receive the AI Output Data.
3. Customer Content, Data, and Intellectual Property
3.1 Ownership of Customer Content and AI Output Data
During the term of paid Services, the Customer owns all Customer Content and the resulting AI Output Data generated specifically for the Customer (e.g., OCR results, geolocation logs).
3.2 License to SiteTrax, Inc. for Service Delivery
The Customer grants SiteTrax, Inc. a worldwide, limited, non-exclusive, sublicensable (solely to third-party service providers bound by confidentiality obligations), royalty-free license to host, copy, process, transmit, and display the Customer Content and AI Output Data solely as necessary for SiteTrax, Inc. to deliver, secure, support, and improve the Services in accordance with these Terms. This license shall survive termination solely to the extent necessary to comply with legal obligations or resolve disputes.
3.3 Data Retention and Storage
SiteTrax, Inc. will retain the Customer Content and AI Output Data within the Services platform for a period of up to ninety (90) days following the date of generation or upload, at no additional charge to the Customer. After this 90-day period, SiteTrax, Inc. is not obligated to maintain or provide access to such data and may permanently delete it. The Customer is solely responsible for exporting, archiving, or otherwise securing their data before the 90-day retention period expires. Continued storage of data beyond the standard 90-day period may require separate agreement with SiteTrax, Inc. and may be subject to additional fees.
3.4 Ownership of Platform Intellectual Property
SiteTrax, Inc., its licensors, or other providers own and retain all right, title, and interest in and to the Platform, the underlying software, computer vision models, algorithms, methodologies, documentation, trade secrets, trademarks, patents, and all other Intellectual Property Rights related to the Services. The Customer receives only a limited, non-exclusive, non-transferable right to access and use the Platform pursuant to these Terms.
3.5 Aggregated Data (Derived Data)
SiteTrax, Inc. shall have the exclusive right to create, generate, use, and commercialize Aggregated Data derived from the Services, provided that such Aggregated Data is anonymized and does not identify or enable identification of the Customer or any individual. SiteTrax, Inc. retains a perpetual, irrevocable, worldwide, royalty-free right to use such Aggregated Data for any purpose, including but not limited to, operating, securing, improving, marketing, and benchmarking the Services.
3.6 Feedback
If the Customer provides any suggestions, enhancement requests, recommendations, or other feedback to SiteTrax, Inc. relating to the operation or functionality of the Services, the Customer grants to SiteTrax, Inc. a royalty-free, worldwide, irrevocable, perpetual license to use, reproduce, modify, and incorporate such feedback into its Services.
4. Data Use, Model Training Opt-Out, and Privacy
4.1 Use of Data for Model Improvement
SiteTrax, Inc. may use Customer Input Content and AI Output Data for internal quality control, troubleshooting, and general internal model improvement necessary for the core functionality of the Services. However, SiteTrax, Inc. recognizes the proprietary nature of Customer Input Content.
4.2 Customer Opt-Out for Proprietary Model Training
The Customer shall have the right, exercisable through a written notice to SiteTrax, Inc. (as set forth in Section 12.2), to opt-out of having its proprietary Customer Input Content used for future, non-essential training, evaluation, or benchmarking of SiteTrax, Inc.’s proprietary AI models beyond the immediate scope of delivering the subscribed Services. This opt-out ensures that highly sensitive or proprietary input data is not used to train models that may be commercially deployed or refined to the detriment of the Customer’s competitive position. If the Customer exercises this opt-out right and requires training on proprietary assets (such as custom assets), the Customer acknowledges that such custom model development and dedicated data handling will be subject to a separate fee-based Statement of Work or Service Agreement.
4.3 Privacy Policy
All information provided by the Customer to register for or use the Services, or collected by SiteTrax, Inc. in connection with the Services, is governed by SiteTrax, Inc.’s Privacy Policy (available at https://www.sitetrax.io/privacy-policy), which is incorporated herein by reference and made available to Customer at https://www.sitetrax.io/privacy-policy. The Customer consents to all actions taken by SiteTrax, Inc. with respect to information consistent with the Privacy Policy. SiteTrax, Inc. will provide the Customer with thirty (30) days’ prior notice of any material changes to the Privacy Policy that adversely affect the Customer’s rights.
5. Acceptable Use Policy (AUP) and Ethical Conduct Standards
5.1 General Compliance and Prohibited Uses
The Customer may use the Services only for lawful purposes and in accordance with these Terms. The Customer agrees not to use the Services or the AI Output Data to:
- Violate any applicable federal, state, local, or international law or regulation.
- Infringe upon the intellectual property rights, privacy rights, or other proprietary rights of any third party.
- Upload harmful code, viruses, or material that is malicious or technologically harmful.
- Attempt to bypass, circumvent, or disable any access controls, usage limitations, or security features of the Platform.
5.2 Competitive and Security Prohibitions
The Customer is expressly prohibited from engaging in activities intended to compromise the security or competitive position of SiteTrax, Inc. The Customer shall not:
- Modify, translate, reverse engineer, decompile, or create derivative works of any part of the Services or the underlying software.
- Use software, devices, scripts, robots, crawlers, browser plugins, or any other automated means to scrape, access, or interact with the Service in any manner not expressly authorized by SiteTrax, Inc.
- Monitor the availability, performance, or functionality of the Services for competitive benchmarking or comparison purposes.
- Access or use the Services for any competitive commercial purpose without the express written consent of SiteTrax, Inc.
5.3 Ethical AI and Surveillance Restrictions
The Customer must adhere to strict ethical usage standards to prevent misuse of the AI Output Data. The Customer shall not use the Services or Output Data to:
- Profile, track, or make inferences regarding individuals or entities based on characteristics protected by federal non-discrimination laws (e.g., race, religion, gender, origin).
- Make or support decisions that could have a legal or material impact on a person, including, but not limited to, credit, educational, employment, housing, insurance, legal, medical, or other important decisions.
- Engage in unauthorized large-scale monitoring, surveillance, or tracking of individuals, including employees, based on their personal traits or location.
- Evaluate or classify individuals based on social behavior, personal traits, or biometric data, or infer individual emotions in workplace or educational settings.
- Generate or process content that is child sexual abuse material (CSAM) or promotes the grooming or endangerment of minors.
5.4 Professional Conduct and Non-Disparagement
The Customer agrees to maintain professional conduct in all interactions related to SiteTrax, Inc. The Customer shall not make or publish any false, malicious, or defamatory statements that impair the business standing, reputation, or goodwill of SiteTrax, Inc.
6. Confidentiality
6.1 Definition of Confidential Information
“Confidential Information” means all non-public, proprietary information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether oral, written, or visual, including, but not limited to, business plans, financial data, pricing models, marketing strategies, software code, algorithms, customer lists, and Customer Content.
Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Confidential Information; or (iv) is rightfully obtained from a third party without restriction on disclosure.
6.2 Obligations
The Receiving Party agrees: (a) to maintain the Confidential Information in strict confidence, using a reasonable degree of care, but no less than the care used to protect its own similar information; (b) to use such Confidential Information solely for the purpose of fulfilling its obligations or engaging with the Services as intended under these Terms; and (c) not to disclose such Confidential Information to any third party without the Disclosing Party’s prior written consent.
6.3 Permitted Disclosures
The Receiving Party may disclose Confidential Information only if required by a final, non-appealable court order or legal mandate, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice of such requirement (if legally permitted); (b) cooperates with the Disclosing Party’s reasonable efforts to avoid or limit the scope of disclosure, at the Disclosing Party’s expense; and (c) discloses only the minimum information necessary to comply with the legal mandate.
6.4 Duration of Obligations
The obligations set forth in this Section 6 shall survive the termination or expiration of the Services for a period of three (3) years. Notwithstanding the foregoing, obligations concerning any information that legally qualifies as a Trade Secret under applicable law shall remain in effect perpetually.
6.5 Remedies for Breach
The Customer acknowledges that unauthorized disclosure or use of SiteTrax, Inc.’s Confidential Information, especially IP and algorithm details, may cause irreparable harm for which monetary damages alone may be inadequate. In the event of a breach or threatened breach, SiteTrax, Inc. shall be entitled to seek immediate injunctive relief to prevent or stop such breach, in addition to any and all other remedies available at law or in equity, including recovery of actual damages, costs, and reasonable attorney’s fees.
7. Warranties and Disclaimers
7.1 Mutual Warranties
Each party represents and warrants that it has the full power and authority to enter into these Terms and perform its obligations hereunder.
7.2 Limited Service Warranty
SiteTrax, Inc. warrants that the Services will perform substantially in accordance with the applicable documentation provided by SiteTrax, Inc., subject to Section 2.2.
7.3 Disclaimer of Warranty
EXCEPT FOR THE LIMITED SERVICE WARRANTY PROVIDED IN SECTION 7.2, THE SERVICES ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SITETRAX, INC. HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
7.4 Disclaimer on Information Reliance
The AI Output Data generated by the Services, including OCR results and geolocation data, is made available solely for general information and asset tracking purposes. SiteTrax, Inc. does not warrant the accuracy, completeness, or usefulness of this information, which may contain errors, omissions, or inaccuracies. The Customer acknowledges that any reliance placed on such information is at the Customer’s own risk and the Customer shall independently verify any AI Output Data before making business decisions based thereon. To the maximum extent permitted by applicable law, SiteTrax, Inc. disclaims all liability and responsibility arising from any reliance placed on such materials by the Customer or any other visitor to the Services, or by anyone who may be informed of any of its contents.
8. Indemnification
8.1 SiteTrax, Inc. Indemnification
SiteTrax, Inc. shall defend the Customer against any third-party claim or suit alleging that the Platform, when used in accordance with these Terms, infringes any patent, copyright, trademark, or misappropriates any trade secret enforceable in the United States (“IP Claim”). SiteTrax, Inc. shall indemnify the Customer for any damages, costs, and reasonable attorney’s fees finally awarded against the Customer as a result of, or for amounts paid by the Customer under a settlement approved by SiteTrax, Inc. of, an IP Claim.
8.2 Customer Indemnification
The Customer shall defend SiteTrax, Inc., its affiliates, licensors, and service providers against any third-party claim or suit arising out of or related to: (a) the Customer Content, including any allegation that the Customer Content infringes any third party’s IP rights; (b) Customer’s breach of the Acceptable Use Policy (Section 5), including, but not limited to, unauthorized surveillance, profiling, or tracking; and (c) Customer’s negligence, gross negligence, willful misconduct, or violation of any applicable law or regulation. The Customer shall indemnify SiteTrax, Inc. for any damages, costs, and reasonable attorney’s fees finally awarded against SiteTrax, Inc. as a result of, or for amounts paid by SiteTrax, Inc. under a settlement approved by the Customer of, such claims.
8.3 Procedures
The indemnifying party’s obligations under this Section 8 are conditioned upon the party seeking indemnification (a) giving prompt written notice of the claim; (b) granting the indemnifying party sole control of the defense and settlement of the claim; and (c) providing all reasonable assistance, information, and cooperation necessary to the defense.
9. Limitation of Liability (LoL)
9.1 Disclaimer of Consequential Damages
IN NO EVENT WILL SITETRAX, INC. OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST REVENUES, LOST PROFITS, LOSS OF DATA, OR REPUTATIONAL HARM, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Maximum Liability Cap
SITETRAX, INC.’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE NATURE OF THE CLAIM, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO SITETRAX, INC. DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 Exceptions to Exclusion and Cap
THE LIMITATIONS AND EXCLUSIONS SET FORTH IN SECTIONS 9.1 AND 9.2 SHALL NOT APPLY TO: (A) THE CUSTOMER’S PAYMENT OBLIGATIONS; (B) AMOUNTS PAYABLE PURSUANT TO THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 8; OR (C) LIABILITY ARISING FROM BREACHES OF SECTION 3 (INTELLECTUAL PROPERTY) OR SECTION 6 (CONFIDENTIALITY).
10. Suspension and Termination
10.1 Term
These Terms commence on the Effective Date and remain in effect until all subscriptions granted under all Order Forms have expired or been terminated, unless terminated earlier as provided herein.
10.2 Termination for Cause
Either party may terminate these Terms and any related Service Agreement immediately if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) becomes insolvent or subject to involuntary or voluntary bankruptcy or liquidation proceedings.
10.3 SiteTrax, Inc. Right to Suspend
SiteTrax, Inc. may suspend the Customer’s access to the Services immediately, without prior notice or a cure period, if SiteTrax, Inc. determines, in its reasonable discretion, that: (a) the Customer has violated Section 5 (Acceptable Use Policy); (b) the Customer’s use poses a threat to the security or integrity of the Platform or other customers; or (c) the Customer’s account is more than ten (10) days overdue in payment.
10.4 Effect of Termination
Upon termination or expiration of these Terms: (a) all rights granted to the Customer under these Terms will immediately cease; (b) the Customer shall immediately cease all use of the Services; and (c) the Customer shall pay all outstanding fees and charges accrued prior to termination. Sections 3.3, 3.4, 6, 7.3, 8, 9, 11, and 12 shall survive the termination or expiration of these Terms.
11. Governing Law and Dispute Resolution
11.1 Governing Law
These Terms and any dispute or claim arising out of or related to them shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, without giving effect to any choice or conflict of law provision or rule.
11.2 Informal Dispute Resolution
The parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms through good faith negotiation. Before initiating any formal proceedings, the complaining party must provide the other party with written notice of the Dispute, including a detailed description of the issue and the relief sought, and the parties shall allow thirty (30) days from receipt of such notice to resolve the Dispute.
11.3 Mandatory Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved through informal negotiation shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Norfolk, Virginia, U.S.A. The parties shall equally bear the administrative fees and costs of arbitration as prescribed by the AAA rules; provided that the arbitrator shall have the right to award reasonable attorney’s fees to SiteTrax, Inc. in accordance with any provisions of the MSA or its Appendices. The arbitration award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof.
11.4 Exceptions to Arbitration
Notwithstanding Section 11.3, either party may seek injunctive relief or other equitable remedies in a court of competent jurisdiction located in the Commonwealth of Virginia related to the actual or threatened infringement, misappropriation, or violation of that party’s Intellectual Property Rights or Confidential Information.
12. General Provisions
12.1 Assignment
The Customer may not assign, delegate, or transfer these Terms or any of its rights or obligations hereunder without the prior written consent of SiteTrax, Inc., except in connection with a merger, acquisition, or sale of all or substantially all of the Customer’s assets. SiteTrax, Inc. may assign or subcontract these Terms or any of its rights or obligations hereunder without the Customer’s consent.
12.2 Notices
All operational communications may occur by email, SMS, push notifications, or phone. All legal notices must be in writing and may be sent by email to a designated legal contact, postal mail, or through the Platform’s designated support portal.
12.3 Force Majeure
Neither party shall be liable for any delay or failure in performance under these Terms due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, pandemics, natural disasters, or failure of internet or public telecommunications infrastructure.
12.4 Severability
If any term or provision of these Terms is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
12.5 Entire Agreement
These Terms, together with any applicable Order Forms, constitute the sole and entire agreement between the Customer and SiteTrax, Inc. regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.