Terms of Use

Effective Date: March 29, 2025

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE GHOST PROTOCOL WEBSITE, PLATFORM, OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR WEBSITE, PLATFORM, OR SERVICES.

1. Acceptance and Scope

These Terms of Use ("Terms") govern your access to and use of the website located at ghostprotocol.us (the "Site"), and the computer vision platform, application programming interfaces (APIs), software, tools, data insights, and related services provided by Ghost Protocol, LLC ("Ghost Protocol," "we," "us," or "our") (collectively, the "Service"). These Terms constitute a binding legal agreement between you ("User," "you," or "your") and Ghost Protocol.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "you" or "your" shall refer to such entity.

Our Privacy Policy, available at [Link to Your Privacy Policy Page - e.g., ghostprotocol.us/privacy-policy], is incorporated by reference into these Terms and explains how we collect, use, and share information.

2. Service Description

Ghost Protocol provides a SaaS platform offering advanced computer vision capabilities, including but not limited to vehicle and object analysis, human detection, case management, 3D mapping, surveillance analytics, AI model training interfaces, data insights, reporting, big data integration, and fraud detection tools, accessible via our web interface and APIs.

3. Account Registration and Security

To access certain features of the Service, you may be required to register for an account. You agree to:

• Provide accurate, current, and complete information during the registration process.
• Maintain and promptly update your account information.
• Maintain the security of your password and accept all risks of unauthorized access to your account.
• Notify us immediately if you discover or suspect any security breaches related to the Service or your account.

You are responsible for all activities that occur under your account, whether or not you know about them.

4. License Grant

Subject to your compliance with these Terms and payment of applicable fees, Ghost Protocol grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the applicable Subscription Term or according to your purchased usage limits for Pay-As-You-Go plans.

5. Payment Terms

Ghost Protocol offers access to the Service through different plans, which may include subscription-based models (monthly/annual) and/or Pay-As-You-Go (usage-based) models.

• Subscriptions (Monthly/Annual):
  • Billing Cycle: Fees for subscription plans are billed in advance on a recurring basis (e.g., monthly or annually) as specified during checkout ("Billing Cycle").
  • Automatic Renewal: At the end of each Billing Cycle, your subscription will automatically renew under the exact same conditions unless you cancel it or Ghost Protocol cancels it. You may cancel your subscription renewal either through your online account management page or by contacting Ghost Protocol customer support.
  • Payment Method: A valid payment method (e.g., credit card) is required. You authorize Ghost Protocol to charge such payment method for all applicable subscription fees. Should automatic billing fail, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
  • Fee Changes: Ghost Protocol, in its sole discretion and at any time, may modify the subscription fees. Any subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide you with reasonable prior notice of any change in subscription fees to give you an opportunity to terminate your subscription before such change becomes effective. Your continued use of the Service after the subscription fee change comes into effect constitutes your agreement to pay the modified subscription fee amount.
  • Refunds: Except when required by law, paid subscription fees are non-refundable.
• Pay-As-You-Go (PAYG):
  • Usage Fees: Fees for PAYG plans are based on your actual usage of the Service (e.g., volume of data processed, API calls made, compute time consumed), measured by Ghost Protocol ("Usage Fees"). The specific metrics and rates will be detailed on our pricing page or your service agreement.
  • Billing and Payment: Usage Fees may be billed periodically (e.g., monthly) in arrears, or may require pre-payment of credits. You agree to pay all Usage Fees incurred. If billing is in arrears, payment is due within a specified period (e.g., 30 days) from the invoice date. Failure to pay may result in suspension or termination of service access.
  • Usage Monitoring: You are responsible for monitoring your usage. Ghost Protocol will provide tools or reports to help you track usage, but you are ultimately responsible for the fees incurred.
  • Credit Balances (if applicable): If based on pre-paid credits, credits are non-refundable and typically expire after a certain period if unused, as specified at the time of purchase.
• General Payment Terms:
  • Taxes: All fees are exclusive of applicable taxes (such as sales tax, VAT, or withholding tax), levies, or duties imposed by taxing authorities, unless stated otherwise. You are responsible for payment of all such taxes.
  • Disputes: Any billing disputes must be reported to Ghost Protocol in writing within thirty (30) days of the date of the invoice or charge.

6. User Responsibilities and Acceptable Use

You agree not to misuse the Service or help anyone else do so. You agree not to, and not to permit others to:

• Use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms or any applicable law or regulation.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service or any software, documentation, or data related to the Service.
• Modify, translate, or create derivative works based on the Service.
• Sell, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service.
• Use the Service to build a competitive product or service.
• Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein.
• Attempt to gain unauthorized access to the Service or its related systems or networks.
• Use the Service to process, store, or transmit any infringing, libelous, or otherwise unlawful or tortious material, or to process, store, or transmit material in violation of third-party privacy rights.
• Use the Service to process, store, or transmit any malicious code (viruses, worms, time bombs, Trojan horses, etc.).
• Upload or process any visual data or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.
• Exceed usage limits specified in your plan or place an unreasonable load on our infrastructure.

You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data and content you submit to or process using the Service ("User Content").

7. User Content and Data

• Ownership: As between you and Ghost Protocol, you retain all right, title, and interest in and to your User Content.
• License to Ghost Protocol: You grant Ghost Protocol a worldwide, non-exclusive, royalty-free, fully paid-up license to host, use, process, store, display, modify, and transmit your User Content solely as necessary for Ghost Protocol to provide and improve the Service in accordance with these Terms and our Privacy Policy.
• Data Security and Privacy: Ghost Protocol will implement reasonable technical and organizational measures designed to secure your User Content. Our data practices are further described in our Privacy Policy.
• Compliance: You represent and warrant that you have all necessary rights, consents, and permissions to collect, share, and use your User Content as contemplated in these Terms, and that your User Content and its use through the Service does not and will not violate any applicable laws or third-party rights (including privacy and intellectual property rights).

8. Intellectual Property Rights

Excluding User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto (the "Ghost Protocol Content"), are the exclusive property of Ghost Protocol and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any Ghost Protocol Content.

9. Confidentiality

"Confidential Information" means any information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes your User Content; our Confidential Information includes the non-public aspects of the Service. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party, (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party, (iii) is received from a third party without breach of any obligation owed to the disclosing party, or (iv) was independently developed by the receiving party. Each party agrees to protect the other’s Confidential Information using the same degree of care it uses for its own similar information, but not less than reasonable care, and not to use Confidential Information for any purpose outside the scope of this Agreement.

10. Term and Termination

• Term: These Terms commence on the date you first accept them and continue until your subscription expires or is terminated, or your PAYG usage ceases and your account is closed.
• Termination by You: You may terminate your subscription or close your PAYG account according to the procedures outlined in Section 5 or via your account settings, effective at the end of the current Billing Cycle (for subscriptions) or upon ceasing usage (for PAYG).
• Termination by Ghost Protocol: We may suspend or terminate your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms. We may also terminate for convenience with reasonable notice (e.g., 30 days), particularly for subscription plans.
• Effect of Termination: Upon termination, your right to use the Service will immediately cease. You are responsible for all fees incurred up to the date of termination. Ghost Protocol may delete your User Content shortly after termination according to its data retention policies, unless legally prohibited. You should export your User Content prior to termination. Sections concerning confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, governing law, and other provisions that by their nature should survive termination shall survive termination.

11. Disclaimer of Warranties

THE SERVICE AND THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GHOST PROTOCOL AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GHOST PROTOCOL, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE, OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE, OR OTHERWISE, EVEN IF GHOST PROTOCOL HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GHOST PROTOCOL'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, RELATING TO THE SERVICE WILL BE LIMITED TO THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO GHOST PROTOCOL FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

13. Indemnification

You agree to indemnify, defend, and hold harmless Ghost Protocol, its affiliates, officers, directors, employees, consultants, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to (i) your use of the Service, (ii) your User Content, (iii) your violation of these Terms, (iv) your violation of any applicable law or regulation, or (v) your violation of any rights of any third party.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law principles. You agree that any legal action or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the federal or state courts located in Harris County, Texas, and you hereby consent to the personal jurisdiction and venue thereof.

15. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect (e.g., by posting on the Site or sending an email to the address associated with your account). What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

16. Miscellaneous

• Entire Agreement: These Terms, together with the Privacy Policy and any other agreements or policies incorporated by reference (like a specific Service Order or SLA, if applicable), constitute the entire agreement between you and Ghost Protocol regarding the Service and supersede all prior agreements or understandings.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
• Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Ghost Protocol's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Ghost Protocol may freely assign or transfer these Terms without restriction.
• Notices: Any notices or other communications provided by Ghost Protocol under these Terms will be given: (i) via email; or (ii) by posting to the Site or Service.
• Contact Information: If you have any questions about these Terms, please contact us at: info@ghostprotocol.us.