Vessel Business Participant EULA | Smart Assessments Platform

Vessel Business Participant End User License Agreement (EULA)

Last Modified: October 7, 2025

Vessel Business Participant End User License Agreement (EULA)

This End User License Agreement ("EULA") is entered into by and between Sales and Marketing Heuristics, LLC DBA Vessel, an Idaho limited liability company, with an office located at 222 N 13th St, Suite 100, Boise, ID 83702 ("Vessel"), and the business participant identified during the registration process ("Business Participant" or "you").

BACKGROUND: Business Participant has been invited by a Vessel agency ("Agency") to access and use the Vessel Smart Assessment Platform ("Services") through Agency's white-labeled or facilitated implementation. This EULA governs Business Participant's access to and use of the Services.

1. Definitions

For consistency with the agreement between Vessel and Agency, the following definitions apply:

a. "Aggregated Statistics" means Usage Data used by Vessel in an aggregate manner, including to compile statistical and performance information related to the provision and operation of the Services.

b. "Agency" means the entity that has contracted with Vessel for the Services and has authorized Business Participant to access the Services.

c. "Business Participant Data" means all data, information, and content that is submitted, posted, uploaded, transmitted, or otherwise provided by or on behalf of Business Participant or Business Participant's personnel to or through the Services, including without limitation assessment responses, business information, operational data, performance metrics, and any other materials provided through the Services.

d. "Personal Information" means information that identifies or can identify an individual person, as defined by applicable privacy laws.

e. "Services" means the Vessel Smart Assessment Platform and related services made available to Business Participant through Agency's implementation.

f. "Usage Data" means any and all data, information, metrics, analytics, logs, and insights that Vessel collects, generates, derives, or obtains in connection with Business Participant's use of the Services, including: (i) system performance data, usage patterns, feature utilization, operational metrics, and technical logs that do not contain Personal Information; (ii) aggregated, anonymized, or de-identified data derived from Business Participant Data; (iii) statistical compilations, trend analyses, and performance benchmarks created from multiple agency and business participant interactions; and (iv) metadata about Service usage, assessment completion rates, and platform functionality utilization. Usage Data excludes any Personal Information unless such Personal Information has been aggregated, anonymized, or de-identified in accordance with applicable privacy laws and industry best practices such that re-identification is not reasonably feasible.

g. "Vessel IP" means all Vessel intellectual property regardless of perfection or registration in the Services, including the VSAP platform, software code, algorithms, Feedback, Aggregated Statistics, learnings, know-how, machine learning insights or applications from Business Participant use of the Services, metadata from Business Participant use of Services, and any other information regardless of form which may be considered potential: trade secrets, copyrights, trademarks, or patents.

2. Grant of Access and License

a. Limited Access. Subject to Business Participant's compliance with this EULA, Vessel grants Business Participant a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely for Business Participant's internal business purposes in connection with Agency's engagement.

b. No Direct Relationship. Business Participant acknowledges and agrees that

Business Participant is not a direct customer of Vessel
No payment obligation exists between Business Participant and Vessel
Business Participant's access is provided through and at the discretion of Agency
Vessel owes no direct obligations to Business Participant except as expressly stated in this EULA

3. Data Rights and Licenses

a. Business Participant Data License. Business Participant grants to Vessel a license to use Business Participant Data to: (i) provide the Services; (ii) fulfill Vessel's obligations under its agreement with Agency; and (iii) create Usage Data and Aggregated Statistics as defined herein.

b. Usage Data Rights. Business Participant acknowledges and agrees that Vessel may collect, retain, and use Usage Data during and after Business Participant's access to:

Maintain, support, and improve the Services
Develop new features and services
Train algorithms, artificial intelligence, and machine learning models
Create industry benchmarks and regional business intelligence
Conduct research and development activities
Operate and improve the Services and develop new services

c. Platform Intelligence. Business Participant consents to Vessel's use of anonymized and aggregated data derived from Business Participant's use of the Services for platform improvement, industry benchmarking, and service enhancement. Such Usage Data and Aggregated Statistics become Vessel IP and may be used by Vessel indefinitely.

d. Data Controller Acknowledgment. To the extent that applicable data protection laws govern the relationship between Vessel and Business Participant and require categorization of parties as data controller and data processor, Business Participant acknowledges that Agency acts as data controller for any Personal Information shared through the Services. Business Participant consents to Agency's sharing of such information with Vessel as a service provider/processor for assessment and platform improvement purposes.

4. Intellectual Property

a. Vessel IP Ownership. Business Participant acknowledges that Vessel owns all right, title, and interest, including all intellectual property rights, in and to the Vessel IP, including Aggregated Statistics derived from Business Participant's use of the Services.

b. Business Participant Data. As between Vessel and Business Participant, Business Participant retains ownership of the raw Business Participant Data provided to the Services, subject to the licenses granted herein.

c. Feedback. Any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Business Participant relating to the Services shall be considered Vessel IP and may be used by Vessel without restriction.

5. Use Restrictions

Business Participant shall not use, or facilitate or allow others to use, the Services to do any of the following:

a. Prohibited Content and Activities

Collect, transmit, or store any information or content that is offensive, illegal, fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially or ethnically based, or otherwise poses a threat to the public
Collect, transmit, or store any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other forms of unauthorized solicitation
Engage in any content or activity that promotes or appears to promote human trafficking, child sexual exploitation or abuse, or any other similar activity
Interfere with or violate the rights of others, including privacy rights and intellectual property rights

b. Sensitive Information Restrictions

Collect, transmit, or store any sensitive information such as end user account passwords, financial information (e.g., bank account numbers, credit/debit card information, or any information regulated under financial privacy laws), personal health information (including information regulated under HIPAA), government identifiers (e.g., driver's license, passport, national ID, social security, TIN or EIN numbers), or other information considered sensitive under applicable law such as biometric or genetic data, information about one's religious beliefs, race, sex life, or orientation

c. Children's Privacy

Create lists or segments of children under the age of 13 (and in certain jurisdictions under the age of 18), advertise services that are directed to children under 13 (and in certain jurisdictions under 18), and/or knowingly market products or services to children under the age of 13 (and in certain jurisdictions under the age of 18), without implementing appropriate privacy controls and safeguards to comply with applicable laws protecting children (including, but not limited to, GDPR and similar regulations)

d. Technical and Security Restrictions

Copy, modify, or create derivative works of the Services
Reverse engineer, disassemble, decompile, or attempt to derive source code from the Services
Attempt to perform any penetration testing, security vulnerability testing, or other scans or tests to exploit the Services
Attempt to bypass the Services' security mechanisms or filtering capabilities
Perform any denial of service (DoS) attack on the Services or engage in any other conduct that attempts to disrupt, disable, or overload the Services
Share access credentials or allow unauthorized access to the Services
Remove any proprietary notices from the Services

e. Legal Compliance

Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
Use the Services in any way that, in Vessel's judgment, threatens the security, integrity, or availability of the Services

f. Investigation and Enforcement Vessel may investigate accounts associated with any suspected violation of these use restrictions and remove or disable access to any content or resource that violates these restrictions, including suspension of the Services and/or termination of this Agreement. Business Participant agrees to cooperate with Vessel to remedy any violation. A violation of these use restrictions will be considered a material breach of this Agreement.

6. Privacy and Data Protection

a. Coordination with Agency Agreement. Business Participant acknowledges that Vessel's processing of Personal Information is governed by the agreement between Vessel and Agency, under which Vessel acts as a service provider/processor.

b. Consumer Rights. For privacy rights requests, Business Participant should contact Agency as the primary point of contact. Vessel will provide technical assistance to Agency as needed but does not handle Business Participant requests directly.

c. Data Processing. Business Participant consents to Vessel's processing of Business Participant Data as necessary to provide the Services and as described in this EULA, including the creation of Usage Data and Aggregated Statistics.

7. AI Services and Beta Features

a. AI-Enhanced Features. The Services may include artificial intelligence and machine learning features that provide automated recommendations, assessments, and insights ("AI Services"). AI Services are provided "AS IS" for informational purposes only.

b. Disclaimers. Business Participant acknowledges that:

AI-generated recommendations are not professional business or technical advice
Business Participant should independently verify all AI outputs before implementation
Vessel makes no warranties regarding accuracy, completeness, or suitability of AI recommendations
Business Participant remains responsible for all business decisions and implementations

8. Disclaimers and Limitations

a. NO WARRANTIES. THE SERVICES ARE PROVIDED "AS IS" AND VESSEL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

b. NO SUPPORT. Business Participant acknowledges that Vessel provides no direct support to Business Participant. All support requests should be directed to Agency.

c. LIMITATION OF LIABILITY. IN NO EVENT WILL VESSEL BE LIABLE TO BUSINESS PARTICIPANT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THIS EULA OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

9. Indemnification

Business Participant agrees to indemnify, defend, and hold harmless Vessel and Agency from any claims, damages, losses, or expenses arising from:

Business Participant's use of the Services
Business Participant's violation of this EULA
Business Participant's violation of any applicable laws or regulations
Any claims that Business Participant Data infringes third-party rights

10. Term and Termination

a. Term. This EULA is effective upon Business Participant's acceptance and continues until terminated.

b. Termination. This EULA may be terminated:

By either party upon written notice
Automatically upon termination of the agreement between Vessel and Agency
By Vessel immediately if Business Participant breaches this EULA
By Agency's removal of Business Participant's access

c. Effect of Termination. Upon termination:

Business Participant's access to the Services will cease immediately
Vessel may continue to use Usage Data and Aggregated Statistics in accordance with this EULA
Sections 3(b), 3(c), 4, 8, 9, and 11 shall survive termination

11. General Provisions

a. Entire Agreement. This EULA constitutes the entire agreement between Vessel and Business Participant regarding the subject matter hereof.

b. Governing Law. This EULA is governed by the laws of the State of Idaho, without regard to conflict of law principles.

c. Jurisdiction. Any disputes shall be resolved exclusively in the courts located in Boise, Ada County, Idaho.

d. Assignment. Business Participant may not assign this EULA without Vessel's prior written consent.

e. Severability. If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force.

f. Relationship to Agency Agreement. Business Participant acknowledges that:

This EULA operates in conjunction with the agreement between Vessel and Agency
Where both agreements address the same subject matter, the more restrictive terms apply
In case of conflict regarding Personal Information processing, Vessel may suspend processing pending resolution

g. Acceptance. By clicking "I Accept," accessing, or using the Services, Business Participant agrees to be bound by this EULA.

By accepting this EULA, Business Participant acknowledges that:

Business Participant has read and understood all terms
Business Participant or Business Participant's personnel is authorized to accept on behalf of their organization
Business Participant consents to the data processing activities described herein