Effective Date: October 26, 2026 for new customers and new accounts. For customers with accounts in effect before October 26, 2026, these updated Terms take effect thirty (30) days after SiteTrax, Inc. sends email notice of them to the customer's registered contact address, and in no case earlier than November 26, 2026.
Last Updated: October 26, 2026
 

1. Introduction, Acceptance, and Governing Documents

1.1 Company and Definitions

These Terms of Service ("Terms") govern access to and use of the SiteTrax.io software, platform, computer vision, Optical Character Recognition (OCR), SiteTrax.io Intelligence, application programming interfaces, and related services (collectively, the "Platform" or "Services") provided by SiteTrax, Inc., a Virginia corporation ("SiteTrax, Inc.," "Company," "we," "us," or "our"). These Terms apply to each entity that accesses or uses the Services ("Customer" or "you"). Customer is responsible for its Authorized Users.

Key defined terms:

• Authorized User: An employee, contractor, or agent of Customer whom Customer permits to access the Services under Customer's account.

• Customer Content: All data, information, images, video, documents, prompts, profile responses, and other materials uploaded, submitted, captured, stored, or processed by or for Customer using the Services.

• AI Output Data (Output): Data resulting from the processing of Customer Content by the Platform, including OCR results, identified asset IDs, timestamps, images, condition records, geolocation logs, and Intelligence Output.

• Intelligence Output: Summaries, analyses, alerts, predictions, recommendations, and other content generated by SiteTrax.io Intelligence, as further described in Section 2.6.

• Third-Party AI Service: Any AI assistant, model, agent, or application not provided by SiteTrax, Inc. that Customer or its Authorized Users connect to the Platform, including through OAuth, API, or Model Context Protocol (MCP) interfaces.

• Feedback Content: Corrections and ratings submitted through the Services about capture quality, asset classification, labels, or data accuracy, including new asset type requests.

• Product Suggestions: Suggestions, enhancement requests, and other comments about the features or functionality of the Services. Product Suggestions do not include Customer Content or Feedback Content.

• Custom Model: A model, model version, or configuration that SiteTrax, Inc. develops or trains for a specific Customer, including to recognize Customer-specific or proprietary assets, markings, or workflows.

• Custom Model Training Data: Customer Content and AI Output Data used to develop, train, validate, or maintain a Custom Model.

• Aggregated Data: Statistical data derived from the operation and use of the Services that is de-identified and aggregated so that it does not identify, and cannot reasonably be linked to, Customer, any Authorized User, or any individual.

• Documentation: The user guides and technical documentation for the Services made available by SiteTrax, Inc., as updated from time to time.

• Order Form: Any order form, statement of work, service agreement, evaluation agreement, or online checkout process executed or accepted by Customer and SiteTrax, Inc.

1.2 Acceptance of Terms

Customer accepts these Terms by (a) executing an Order Form that references these Terms, (b) clicking to accept these Terms within the Platform, or (c) accessing or using the Services. SiteTrax, Inc. may require Authorized Users to accept these Terms within the Platform and may record the version accepted. If Customer does not agree, Customer must not access or use the Services. An individual accepting these Terms on behalf of an entity represents that they have authority to bind that entity.

1.3 Business Use Only

The Services are provided solely for business and commercial use and are not intended for personal, family, or household use. Each Authorized User must be at least 18 years old.

1.4 Changes to Terms

SiteTrax, Inc. may update these Terms from time to time. SiteTrax, Inc. will post updated Terms on its website and notify Customer of material changes by email to Customer's registered contact address. Material changes take effect for existing Customers thirty (30) days after notice becomes effective under Section 12.2, which allows Customer time to review them, except where a shorter period is required by law. Changes that do not adversely affect Customer's rights, or that relate solely to new features, may take effect upon posting. If Customer objects to a material change, Customer may terminate the affected Services before the change takes effect and receive a pro-rata refund of prepaid fees for the unused term. Changes to Section 11 will not apply to any Dispute of which a party had actual notice before the change took effect. Changes to these Terms do not modify an executed Order Form during its then-current term.

1.5 Order of Precedence

Executed Order Forms are incorporated into these Terms. If an Order Form conflicts with these Terms, the Order Form controls for that Order Form only.

2. Services, Accounts, and Payment

2.1 Services Provided

SiteTrax.io is an AI-as-a-Service Platform that uses computer vision, OCR, and related technology to capture, structure, and deliver data about physical assets and operational activity, including intermodal containers, chassis, trailers, trucks, and related equipment. Capture may occur through mobile devices, fixed cameras, vehicle-mounted cameras, drones, or other supported methods. The Services include delivering AI Output Data to Customer through the Platform, API, or other designated delivery methods and, where included in Customer's subscription, SiteTrax.io Intelligence and Custom Models.

2.2 Service Availability and Changes

SiteTrax, Inc. may modify, improve, or discontinue features of the Services, provided that SiteTrax, Inc. will not materially reduce the core functionality of the Services Customer has paid for during the then-current subscription term. Service levels, if any, are stated in the applicable Order Form. Except as stated in an Order Form, SiteTrax, Inc. does not guarantee uninterrupted availability. Customer is responsible for the network, internet, devices, cameras, and other infrastructure it needs to access and use the Services, unless an Order Form states otherwise.

2.3 Account Security

Customer is responsible for its Authorized Users' compliance with these Terms and for maintaining the confidentiality of all credentials. Customer will notify SiteTrax, Inc. promptly of any unauthorized access or security breach. SiteTrax, Inc. may suspend credentials it reasonably believes are compromised or used in violation of these Terms and will notify Customer where practicable.

2.4 Fees and Payment

Customer will pay all fees stated in the applicable Order Form in accordance with its payment terms. Unless otherwise stated, fees are non-refundable and exclusive of taxes. Customer is responsible for all applicable taxes other than taxes on SiteTrax, Inc.'s net income. If any undisputed invoiced amount is not received by its due date, SiteTrax, Inc. may (a) charge interest at 1.5% per month or the maximum rate permitted by law, whichever is lower; (b) condition renewal on shorter payment terms; and (c) suspend the Services if any undisputed amount is more than ten (10) days past due after written notice.

2.5 Delivery and Payment Obligations

The Services are delivered when the Platform captures and processes asset data and makes the AI Output Data available to Customer through the Platform, API, or other designated delivery method. If transmission to a Customer-designated endpoint fails due to Customer's systems, SiteTrax, Inc. will use commercially reasonable efforts to notify Customer. Customer's payment obligations are not contingent on the availability or performance of Customer's own or third-party systems, including yard management, transportation management, ERP, or other management systems.

2.6 SiteTrax.io Intelligence

(a) Description. SiteTrax.io Intelligence is a feature of the Platform that analyzes Customer Content and AI Output Data to generate Intelligence Output and, where configured by Customer, to support alerts and automated workflows.

(b) Decision Support Only. Intelligence Output is generated by probabilistic systems and may be inaccurate, incomplete, or inconsistent. Intelligence Output supports, and does not replace, Customer's operational judgment and accountability. Customer is responsible for reviewing Intelligence Output before relying on it for billing, claims, disputes, safety, regulatory compliance, or other material decisions, and for any automated action Customer configures, approves, or permits.

(c) Third-Party AI Services. Customer and its Authorized Users may connect Third-Party AI Services of their choosing to the Platform. A Third-Party AI Service may access only data that the connecting Authorized User is permitted to access in the Platform. Customer is responsible for the connections its Authorized Users make. Each connection is Customer's instruction to SiteTrax, Inc. to transmit the requested data to that Third-Party AI Service and is Customer's consent to that disclosure for purposes of Section 6. SiteTrax, Inc. does not select, control, or monitor Third-Party AI Services and is not responsible for how they process, retain, or use data after transmission, which is governed solely by Customer's agreements with the provider. SiteTrax, Inc. remains responsible for the security of the Platform, including its authentication and access controls. Customer may revoke a connection at any time through the Platform.

(d) Model Providers Within SiteTrax.io Intelligence. SiteTrax, Inc. uses third-party AI model providers as subprocessors to deliver SiteTrax.io Intelligence within the Platform. SiteTrax, Inc. will bind such providers to confidentiality and data protection obligations and uses only providers whose applicable terms do not permit them to use Customer Content or AI Output Data to train their models. This Section 2.6(d) does not apply to Third-Party AI Services under Section 2.6(c).

(e) User Profiles and Configuration. Profile responses, preferences, and other information Authorized Users provide to configure SiteTrax.io Intelligence are Customer Content. Customer is responsible for such content and may request its deletion.

(f) Historical Data. Features that rely on historical data depend on the retention period in Section 3.3 or the applicable Order Form, and Intelligence Output may be limited accordingly.

2.7 Beta and Preview Features

SiteTrax, Inc. may offer features labeled beta, preview, pilot, or early access ("Beta Features"). Beta Features are provided "as is," without warranty, indemnity, or service-level commitment, may be changed or discontinued at any time, and are used at Customer's discretion.

2.8 Free Services, Pilots, and Evaluations

"Free Services" means free trials, pilots, evaluations, and any free or no-fee account, tier, or feature, whether or not time-limited. Free Services are governed by these Terms and any applicable Order Form or evaluation agreement. Unless that agreement states otherwise, Free Services (a) are provided "as is," without warranty, indemnity, or service-level commitment; (b) may be modified, limited, suspended, or terminated by SiteTrax, Inc. at any time; and (c) are subject to a total SiteTrax, Inc. liability of one thousand U.S. dollars (US$1,000), except for liability arising from SiteTrax, Inc.'s gross negligence, willful misconduct, or fraud. Customer's obligations under these Terms, including Sections 5 and 8.2, apply in full to Free Services. This Section 2.8 controls over Section 9 for Free Services.

3. Customer Content, Data, and Intellectual Property

3.1 Ownership and Use of Customer Content and AI Output Data

As between the parties, Customer owns all Customer Content and the AI Output Data generated specifically for Customer. Customer may use Customer Content and AI Output Data for any lawful purpose, including in its own systems and AI applications and in evaluating other products, subject only to Section 5.2. SiteTrax, Inc. may condition access to, delivery of, and retention of AI Output Data on payment of applicable fees as described in Sections 2.4, 2.8, and 3.3.

3.2 License to SiteTrax, Inc.

Customer grants SiteTrax, Inc. a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Content and AI Output Data as necessary to provide, secure, support, and maintain the Services, to comply with law, and as otherwise permitted by Section 4. SiteTrax, Inc. may sublicense these rights only to subprocessors bound by written confidentiality and data protection obligations. This license survives termination only as needed to complete deletion under Section 10.5, comply with legal obligations, resolve disputes, and exercise the rights retained under Sections 3.5 and 4.3.

3.3 Data Retention

Unless an Order Form states otherwise:

• (a) SiteTrax, Inc. will retain capture media, including images and video, and AI Output Data in the Platform for up to ninety (90) days from the date of capture or generation. After that period, SiteTrax, Inc. is not obligated to maintain or provide access to such data and may delete it.

• (b) SiteTrax.io Intelligence profiles and configurations are retained while the applicable Authorized User account is active, or until Customer requests deletion.

• (c) Custom Model Training Data may be retained for as long as needed to maintain the applicable Custom Model during the subscription term.

Customer is responsible for exporting data it wishes to keep. Extended retention is available under an Order Form and may be subject to additional fees.

3.4 Platform Intellectual Property

SiteTrax, Inc. and its licensors own all right, title, and interest in the Platform, including its software, computer vision and AI models, Custom Models, algorithms, prompts, agent configurations, methodologies, Documentation, and all related intellectual property rights, including improvements. Customer receives only the limited, non-exclusive, non-transferable right to access and use the Services during the subscription term in accordance with these Terms.

3.5 Aggregated Data

SiteTrax, Inc. may create and use Aggregated Data for any lawful business purpose, including operating, improving, benchmarking, and marketing the Services, provided that SiteTrax, Inc. does not disclose Aggregated Data in a form that identifies Customer, any Authorized User, or any individual. SiteTrax, Inc. will not attempt to re-identify Aggregated Data.

3.6 Product Suggestions

SiteTrax, Inc. may use Product Suggestions without restriction or obligation. Feedback Content is governed by Section 4.3.

4. Data Use, Model Training, and Privacy

4.1 Use of Data for Service Operation

SiteTrax, Inc. may use Customer Content and AI Output Data for quality control, troubleshooting, security, and maintaining the accuracy of the Services delivered to Customer.

4.2 Custom Models

Where Customer subscribes to Services that include Custom Models or recognition of Customer-specific or custom assets, Customer authorizes SiteTrax, Inc. to use Custom Model Training Data to develop, train, validate, and maintain those Custom Models. This use is part of delivering the Services and is not subject to the opt-out in Section 4.4. SiteTrax, Inc. owns Custom Models under Section 3.4. However, SiteTrax, Inc. will (a) use each Custom Model only to provide Services to that Customer; (b) not make a Custom Model, or outputs identifying Customer-specific assets, available to any other customer; and (c) retire the Custom Model from production use upon termination or expiration, unless otherwise agreed in an Order Form. General skills, techniques, and know-how that SiteTrax, Inc. develops through this work are not Customer Content or Confidential Information of Customer.

4.3 General Model Improvement

SiteTrax, Inc. may use Feedback Content, de-identified where feasible, to train, evaluate, and improve models used across the Services. SiteTrax, Inc. will not use Feedback Content relating to Customer-specific or proprietary assets for this purpose without Customer's consent. Model improvements resulting from permitted use that do not contain Customer Content or identify Customer belong to SiteTrax, Inc. and are not affected by opt-out or termination. After termination, SiteTrax, Inc. may continue to use Feedback Content submitted during the term for the purposes of this Section 4.3 unless Customer has opted out under Section 4.4.

4.4 Opt-Out

Customer may opt out of the use described in Section 4.3 through administrative settings, where available, or by email to support@sitetrax.io. Opt-out takes effect prospectively within thirty (30) days. After opt-out takes effect, SiteTrax, Inc. will not use Customer's Feedback Content to train new models or model versions, but may retain Feedback Content already used, de-identified where feasible, solely to maintain the versioning, reproducibility, and auditability of models trained before the opt-out. Models trained before the opt-out took effect are not required to be retrained. Opting out does not affect Section 4.2.

4.5 Individuals, Cameras, and Notices

Captures of assets and operations may incidentally include people, vehicles, license plates, or other information. Customer is responsible for determining where and how capture devices are deployed, for posting any required signage or notices, for obtaining any required consents, and for complying with privacy, surveillance, labor, and biometric privacy laws applicable to its deployment. The Services are not designed to perform facial recognition or collect biometric identifiers, and Customer will not configure or use them to do so.

4.6 Security

SiteTrax, Inc. will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content. SiteTrax, Inc. will notify Customer without undue delay after confirming unauthorized access to Customer Content in SiteTrax, Inc.'s systems, and will provide any additional notices required by applicable law.

4.7 Privacy Policy and Data Processing

SiteTrax, Inc.'s Privacy Policy, available at https://www.sitetrax.io/privacy-policy, describes how SiteTrax, Inc. handles personal information and is incorporated into these Terms. SiteTrax, Inc. will provide Customer thirty (30) days' notice of any material change to the Privacy Policy that adversely affects Customer's rights. Where applicable law requires a data processing agreement, the parties will enter into SiteTrax, Inc.'s data processing addendum, which controls over these Terms for the processing of personal data.

5. Acceptable Use

5.1 General Restrictions

Customer may use the Services only for lawful business purposes and in accordance with these Terms and the Documentation. Customer will not use the Services or AI Output Data to:

• Violate any applicable law or regulation.

• Infringe the intellectual property, privacy, or other rights of any third party.

• Upload malicious code or technologically harmful material.

• Bypass or disable any access control, usage limit, or security feature.

5.2 Protection of SiteTrax, Inc. Technology

Customer will not:

• Reverse engineer, decompile, or attempt to derive the source code, models, model weights, or prompts underlying the Services, except to the extent this restriction is prohibited by law.

• Access the Services through scripts, crawlers, or other automated means except through documented APIs, MCP interfaces, or authorized Third-Party AI Services within published rate limits.

• Use the Services, Documentation, or SiteTrax, Inc.'s Confidential Information to develop a competing product or service.

• Use AI Output Data together with associated capture media as labeled training data to develop models that replicate the recognition capabilities of the Services.

• Publish performance or benchmark comparisons of the Services without SiteTrax, Inc.'s prior written consent.

• Resell, sublicense, or provide the Services to third parties except as authorized in an Order Form.

5.3 AI-Specific Restrictions

Customer will not:

• Attempt prompt injection, jailbreaking, or other manipulation intended to cause SiteTrax.io Intelligence to bypass its permissions or safeguards.

• Attempt to access data outside Customer's authorized projects or another user's profile.

• Represent Intelligence Output as human-verified when it is not.

5.4 Ethical Use and Surveillance Restrictions

Customer will not use the Services or AI Output Data to:

• Profile or make inferences about individuals based on characteristics protected by law.

• Make or support decisions with a legal or similarly significant effect on an individual, including credit, employment, discipline, housing, insurance, or access to essential services, without meaningful human review and compliance with applicable law.

• Conduct unauthorized monitoring, surveillance, or tracking of individuals, including employees or drivers.

• Identify individuals through facial recognition or other biometric means, or infer emotions or personal traits.

• Generate or process child sexual abuse material or any content that endangers minors.

5.5 Enforcement

SiteTrax, Inc. may investigate suspected violations of this Section 5 and may suspend affected access under Section 10.3.

6. Confidentiality

6.1 Definition

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential, including business plans, pricing, software, models, algorithms, Documentation, and Customer Content. Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without restriction.

6.2 Obligations

The Receiving Party will (a) protect Confidential Information using at least reasonable care; (b) use it only to perform its obligations or exercise its rights under these Terms; and (c) disclose it only to its employees, contractors, subprocessors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these. Transmissions to Third-Party AI Services under Section 2.6(c) are disclosures made at Customer's direction and are not a breach of this Section 6.

6.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information if required by law, regulation, subpoena, or court order, provided that, where legally permitted, it gives the Disclosing Party prompt notice, reasonably cooperates at the Disclosing Party's expense with efforts to limit disclosure, and discloses only what is legally required.

6.4 Duration

These obligations survive for three (3) years after termination. Obligations regarding trade secrets continue for as long as the information remains a trade secret, and obligations regarding Customer Content continue for as long as SiteTrax, Inc. retains it.

6.5 Equitable Relief

Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The Disclosing Party may seek injunctive relief in addition to any other available remedies.

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each party represents that it has full power and authority to enter into and perform these Terms.

7.2 Limited Service Warranty

SiteTrax, Inc. warrants that the Services, excluding Beta Features and Free Services, will perform materially in accordance with the Documentation during the subscription term. Customer's exclusive remedy for breach of this warranty is for SiteTrax, Inc. to use commercially reasonable efforts to correct the nonconformity. If SiteTrax, Inc. cannot do so within thirty (30) days after notice, either party may terminate the affected Services, and Customer will receive a refund of prepaid fees for the remaining term.

7.3 Customer Warranties

Customer represents that it has all rights, notices, and consents required to provide Customer Content and to deploy capture devices at the locations where it uses the Services.

7.4 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SITETRAX, INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SITETRAX, INC. MAKES NO WARRANTY REGARDING THIRD-PARTY AI SERVICES OR OTHER THIRD-PARTY PRODUCTS.

7.5 Reliance on AI Output Data

AI Output Data, including OCR results, asset identifications, condition records, geolocation data, and Intelligence Output, is generated by automated systems and may contain errors, omissions, or inaccuracies. Accuracy figures published by SiteTrax, Inc. describe typical performance and are not a warranty for any specific capture or deployment. Customer is responsible for verifying AI Output Data before using it for billing, claims, disputes, safety, compliance, or other material decisions. To the maximum extent permitted by law, SiteTrax, Inc. is not liable for decisions or actions taken in reliance on unverified AI Output Data.

8. Indemnification

8.1 SiteTrax, Inc. Indemnification

SiteTrax, Inc. will defend Customer, at SiteTrax, Inc.'s expense, against any third-party claim alleging that the Platform, as provided by SiteTrax, Inc. and used in accordance with these Terms, infringes a United States patent, copyright, or trademark or misappropriates a trade secret ("IP Claim"), and will pay damages and costs finally awarded or agreed in a settlement approved by SiteTrax, Inc. SiteTrax, Inc.'s defense costs and all amounts paid under this Section 8.1 count toward, and are limited by, Section 9.3. SiteTrax, Inc. has no obligation for IP Claims arising from (a) Customer Content; (b) Third-Party AI Services or other third-party products; (c) modification of the Services by anyone other than SiteTrax, Inc.; (d) combination with products, data, or processes not provided by SiteTrax, Inc.; (e) Beta Features or Free Services; or (f) use in violation of these Terms. If the Services become, or are likely to become, subject to an IP Claim, SiteTrax, Inc. may modify the Services to be non-infringing, obtain a license for continued use, or terminate the affected Services and refund prepaid fees for the remaining term. This Section 8.1 states SiteTrax, Inc.'s entire liability for IP Claims.

8.2 Customer Indemnification

Customer will defend SiteTrax, Inc. and its affiliates, licensors, and service providers against any third-party claim arising from (a) Customer Content or Customer's deployment of capture devices, including any claim relating to privacy, surveillance, or biometric laws; (b) Customer's breach of Section 5; (c) Customer's use of Third-Party AI Services or automated actions Customer configures; or (d) Customer's violation of law. Customer will pay damages and costs finally awarded or agreed in a settlement approved by Customer. Customer has no obligation under this Section 8.2 to the extent a claim results from SiteTrax, Inc.'s breach of these Terms, negligence, willful misconduct, or fraud.

8.3 Procedure

The indemnified party must (a) give prompt written notice of the claim, provided that delay relieves the indemnifying party only to the extent it is prejudiced; (b) give the indemnifying party sole control of the defense and settlement, provided that no settlement may impose obligations on or admit fault by the indemnified party without its consent; and (c) provide reasonable cooperation at the indemnifying party's expense.

9. Limitation of Liability

9.1 Exclusion of Indirect Damages

EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY. AMOUNTS PAYABLE TO THIRD PARTIES UNDER SECTION 8 ARE DIRECT DAMAGES.

9.2 General Cap

EXCEPT FOR EXCLUDED CLAIMS AND CLAIMS SUBJECT TO SECTION 9.3, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER TO SITETRAX, INC. UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Enhanced Cap

FOR (A) CLAIMS ARISING FROM A PARTY'S BREACH OF SECTION 4.6 OR SECTION 6, AND (B) SITETRAX, INC.'S OBLIGATIONS UNDER SECTION 8.1, INCLUDING ITS DEFENSE COSTS, THE RESPONSIBLE PARTY'S TOTAL LIABILITY WILL NOT EXCEED TWO (2) TIMES THE AMOUNT DESCRIBED IN SECTION 9.2. THE AMOUNTS IN SECTIONS 9.2 AND 9.3 ARE NOT CUMULATIVE, AND EXCEPT FOR EXCLUDED CLAIMS, A PARTY'S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNT IN THIS SECTION 9.3.

9.4 Excluded Claims

"Excluded Claims" means (a) Customer's obligation to pay fees; (b) Customer's obligations under Section 8.2; (c) Customer's breach of Section 5.2 or infringement or misappropriation of SiteTrax, Inc.'s intellectual property; and (d) a party's gross negligence, willful misconduct, or fraud. Sections 9.1 through 9.3 do not limit Excluded Claims.

9.5 Allocation of Risk

The fees reflect the allocation of risk in this Section 9 and in Section 2.8, which is an essential basis of the bargain between the parties.

10. Term, Suspension, and Termination

10.1 Term

These Terms remain in effect until all Order Forms have expired or been terminated or, for use without an Order Form, including Free Services, until Customer stops using the Services or either party terminates them.

10.2 Termination for Cause

Either party may terminate these Terms or an Order Form by notice under Section 12.2 if the other party (a) materially breaches them and fails to cure within thirty (30) days after notice; or (b) becomes insolvent or subject to bankruptcy, receivership, or liquidation proceedings.

10.3 Suspension

SiteTrax, Inc. may suspend all or part of the Services if (a) Customer violates Section 5; (b) Customer's use threatens the security or integrity of the Platform or other customers; (c) an undisputed amount is more than ten (10) days past due after notice; or (d) suspension is required by law. SiteTrax, Inc. will provide notice before suspension where practicable, limit suspension to the extent reasonably necessary, and restore access promptly once the issue is resolved.

10.4 Effect of Termination

Upon termination or expiration, Customer's right to use the Services ends, and Customer will pay all fees accrued through the termination date. If Customer terminates for SiteTrax, Inc.'s uncured breach, SiteTrax, Inc. will refund prepaid fees for the remaining term.

10.5 Data Export and Deletion

For thirty (30) days after termination or expiration, other than termination for Customer's breach or nonpayment, Customer may export, using the Platform's standard export features, Customer Content and AI Output Data that remains available under Section 3.3. Thereafter, SiteTrax, Inc. will delete Customer Content and AI Output Data from active systems within a commercially reasonable time, except data required to be retained by law, data held in routine backups until overwritten, Feedback Content retained under Sections 4.3 and 4.4, retired Custom Models, and Aggregated Data. SiteTrax, Inc. will revoke Third-Party AI Service connections upon termination.

10.6 Survival

Sections 1.1, 2.4 (as to accrued fees), 2.6(b), 2.6(c), 2.8, 3, 4.2 through 4.5, 5.2, 6, 7.4, 7.5, 8, 9, 10.4 through 10.6, 11, and 12 survive termination or expiration.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Informal Resolution

Before initiating any formal proceeding, a party must give the other notice under Section 12.2 describing the dispute and the relief sought ("Dispute"). The parties will negotiate in good faith for thirty (30) days after that notice becomes effective under Section 12.2.

11.3 Binding Arbitration

Any Dispute not resolved under Section 11.2 will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Norfolk, Virginia. The parties will share administrative fees equally, except as reallocated by the arbitrator. The arbitrator may award reasonable attorneys' fees and costs to the prevailing party. Judgment on the award may be entered in any court of competent jurisdiction. Disputes will be resolved on an individual basis and not in a class, consolidated, or representative action.

11.4 Exceptions

Either party may (a) bring an individual claim in a small claims court of competent jurisdiction in Virginia if the claim qualifies; and (b) seek injunctive or other equitable relief in the state or federal courts located in Norfolk, Virginia, to protect its intellectual property or Confidential Information. SiteTrax, Inc. may also bring an action in those courts to collect undisputed fees. Each party consents to the jurisdiction of those courts for these purposes.

12. General Provisions

12.1 Assignment

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign them without consent, by notice, to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets or of the business to which these Terms relate. SiteTrax, Inc. may use subcontractors and subprocessors and remains responsible for their performance.

12.2 Notices

All notices under these Terms may be sent by email. Routine communications, including service notices, opt-outs, retention requests, and privacy requests, may be sent to support@sitetrax.io. Legal notices, including notices of breach, termination, or Dispute, must be sent to SiteTrax, Inc. at support@sitetrax.io with "Legal Notice" in the subject line, and to Customer at the contact in the applicable Order Form or the account owner's registered email address. An emailed notice becomes effective on the next business day after it is sent, unless the sender receives a notice of non-delivery. A party may also send a copy by mail; SiteTrax, Inc.'s mailing address is 4855 Brookside Ct, Ste B, Norfolk, VA 23502.

12.3 Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, labor disputes not involving its own workforce, governmental action, or failures of internet, power, telecommunications, or third-party hosting infrastructure. This Section does not excuse payment obligations.

12.4 Publicity

SiteTrax, Inc. may identify Customer by name and logo as a customer of SiteTrax.io unless Customer opts out in writing. Any other publicity requires Customer's prior written consent.

12.5 Export and Sanctions

Each party will comply with applicable export control and sanctions laws. Customer will not use or make the Services available in violation of those laws.

12.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship, and there are no third-party beneficiaries.

12.7 Severability and Waiver

If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions remain in effect. Failure to enforce any provision is not a waiver.

12.8 Entire Agreement

These Terms, together with any Order Forms, the Privacy Policy, and any data processing addendum executed by the parties, are the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings on that subject. Terms in any Customer purchase order or vendor portal do not apply, even if accepted or acknowledged.

Contact: support@sitetrax.io