Terms of Service

Effective Date: May 13, 2026 | Last Updated: May 13, 2026

1. Agreement to Terms

By accessing or using Vantage Yard Management ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these Terms, you may not access the Service.

These Terms apply to all users, including administrators, managers, and workers who use the Service.

2. Description of Service

Vantage Yard Management is a mobile application and web platform that provides:

• Container and trailer yard management
• Gate-in/Gate-out transaction tracking
• Appointment scheduling and dock management
• Inventory tracking and yard visualization
• Task assignment and workforce management
• C-TPAT compliance documentation
• API integration for Warehouse Management Systems (WMS)

2.4 Compliance Tools Disclaimer

The Service provides software tools that may assist Customer's internal compliance programs, including but not limited to C-TPAT inspection workflows, ISO 6346 container identification format checks, ISO 17712 seal format validation, and AAMVA driver license parsing. Vantage is NOT:

• (a) a CBP-certified, C-TPAT-member, or PIP-member company;
• (b) a customs broker, licensed inspector, or compliance auditor;
• (c) a guarantor of Customer's regulatory compliance with any law, regulation, or trade program; and
• (d) responsible for any fines, penalties, detention charges, demurrage, cargo loss, customs holds, trade-program decertification, or regulatory actions arising from Customer's operations or use of the Service.

Customer is solely responsible for: (i) verifying that its use of the Service satisfies applicable regulatory requirements in its jurisdiction; (ii) maintaining its own C-TPAT, PIP, AEO, or other trade-program membership and compliance program; and (iii) all operational decisions made based on Service outputs.

References in the Service to "C-TPAT," "PIP," "ISO 6346," "ISO 17712," "AAMVA," "OWASP," "MASVS," or any other standard, program, or framework describe technical features only and do not constitute certification, accreditation, endorsement, or warranty of compliance.

3. Account Registration

3.1 Eligibility

You must be at least 18 years old and capable of forming a binding contract to use this Service. By using the Service, you represent and warrant that you meet these requirements.

3.2 Account Creation

• You must provide accurate, current, and complete information during registration
• You are responsible for maintaining the confidentiality of your account credentials
• You must immediately notify us of any unauthorized use of your account
• One person may not maintain multiple accounts

3.3 Account Responsibility

You are responsible for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to protect your account credentials.

4. Subscription Plans and Pricing

4.1 Available Plans

Plan	Features
Free	Basic yard management, limited transactions
Lite	Extended features, increased limits
Pro	Full features, API access, priority support
Enterprise	Custom solutions, dedicated support, SLA

4.2 Payment Terms

• Subscription fees are billed in advance on a monthly or annual basis
• All fees are non-refundable unless otherwise stated
• We reserve the right to change pricing with 30 days notice
• Failure to pay may result in service suspension

4.3 Free Trial and Auto-Renewal

(a) Free Trial. New Customers may receive a 14-day free trial of the Pro plan. A valid payment method may be required at sign-up.

(b) Auto-Conversion. Unless cancelled BEFORE the trial end date, the subscription will automatically convert to the Customer-selected paid plan at the then-current rate published at https://www.vantageyms.com/#pricing.

(c) Auto-Renewal. Paid subscriptions auto-renew at the end of each billing cycle (monthly or annual) until cancelled by Customer. The renewal charge equals the then-current rate for the selected plan and door count.

(d) Cancellation. Customer may cancel at any time via Account Settings → Billing, or by emailing support@vantageyms.com. Cancellation takes effect at the end of the current billing period. Vantage does not provide refunds for partial billing periods.

(e) Pre-Renewal Notice. For annual subscriptions and trials converting to paid plans, Vantage will deliver a renewal reminder by email at least fifteen (15) days before the renewal date, in accordance with applicable state consumer protection laws including the New Jersey Consumer Fraud Act, California Business and Professions Code § 17602, and similar laws of other states.

(f) Price Changes. Vantage may change pricing with at least thirty (30) days' notice for monthly plans and at least sixty (60) days' notice for annual plans. The new price applies at the next renewal.

5. Acceptable Use Policy

5.1 You Agree NOT to:

• Use the Service for any illegal purpose
• Violate any applicable laws or regulations
• Infringe on intellectual property rights
• Upload malicious software or code
• Attempt to gain unauthorized access to systems
• Interfere with or disrupt the Service
• Harvest or collect user data without consent
• Use the Service to transmit spam or unsolicited communications
• Impersonate another person or entity
• Use automated tools to access the Service without authorization

5.2 Content Standards

All content uploaded to the Service must:

• Be accurate and not misleading
• Not contain illegal, harmful, or offensive material
• Not infringe on third-party rights
• Comply with applicable regulations

5.3 Consequences of Violation

Violation of this policy may result in:

• Warning notification
• Temporary suspension of access
• Permanent account termination
• Legal action where appropriate

6. Intellectual Property

6.1 Our Property

The Service, including its original content, features, and functionality, is owned by Vantage Yard Management and is protected by international copyright, trademark, and other intellectual property laws.

6.2 Your Content

You retain ownership of content you upload to the Service. By uploading content, you grant us a non-exclusive, worldwide, royalty-free license to use, store, and process that content solely for providing the Service.

6.3 Feedback

Any feedback, suggestions, or ideas you provide may be used by us without obligation to you.

7. Data and Privacy

7.1 Data Processing

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your data.

7.2 Data Ownership

• You own your business data uploaded to the Service
• We process your data as a data processor on your behalf
• You are responsible for ensuring you have rights to upload data

7.3 Data Export

You may export your data at any time through the app's data export feature. Data will be provided in JSON format.

7.4 Data Retention

Upon account termination:

• Your data will be retained for 30 days
• After 30 days, data will be permanently deleted
• You may request immediate deletion

8. Third-Party Services

8.1 Integration

The Service may integrate with third-party services (WMS, TMS, etc.). Your use of such integrations is subject to the terms of those third parties.

8.2 Third-Party Links

The Service may contain links to third-party websites. We are not responsible for the content or practices of those websites.

9. Service Availability

9.1 Uptime

We strive to maintain high availability but do not guarantee uninterrupted service. Scheduled maintenance will be communicated in advance when possible.

9.2 Modifications

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with reasonable notice.

9.3 Support

Plan	Support Level
Free	Community support only
Lite	Email support (48-hour response)
Pro	Priority email support (24-hour response)
Enterprise	Dedicated support with SLA

10. Disclaimer of Warranties

We do not warrant that:

• The Service will meet your specific requirements
• The Service will be uninterrupted, timely, or error-free
• Results obtained from the Service will be accurate
• Defects will be corrected

10.3 AI and Automated Processing Disclaimer

The Service uses machine learning, optical character recognition (OCR), large language models (including but not limited to OpenAI GPT-4o Vision), barcode and PDF417 decoding, and other automated systems (collectively, "AI Features").

AI Features are PROBABILISTIC and may produce inaccurate, incomplete, or unexpected results, including but not limited to:

• Misreading container, trailer, chassis, license plate, or seal numbers
• False positive or false negative ISO 6346 check-digit validation
• Failures during degraded conditions (rust, fog, low light, occlusion, motion, glare, water, dirt)
• Errors in AAMVA driver's license PDF417 parsing
• Incorrect barcode decoding (PDF417, DataMatrix, QR, Aztec)

Customer MUST verify all AI Feature outputs before relying on them for operational, regulatory, financial, or safety-critical decisions. Vantage makes NO WARRANTY regarding the accuracy rate, latency, processing speed, success rate, or any performance metric of any AI Feature. Vantage disclaims all liability for losses arising from reliance on AI Feature outputs, including but not limited to detention, demurrage, mis-routing, cargo theft, cargo loss, customs holds, regulatory penalties, or wage and hour claims tied to misreported gate times.

Marketing materials and product documentation may reference specific accuracy figures, time-to-value figures, or performance benchmarks. Such figures are illustrative targets, not contractual guarantees, and do not modify this disclaimer or §11 (Limitation of Liability).

11. Limitation of Liability

11.1 Exclusion of Damages

• (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• (b) LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS;
• (c) COST OF SUBSTITUTE GOODS OR SERVICES;
• (d) DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO CUSTOMER DATA, EXCEPT AS PROVIDED IN §11.4 BELOW;
• (e) DAMAGES ARISING FROM THIRD-PARTY CONDUCT, INCLUDING THE CONDUCT OF CUSTOMER'S CARRIERS, DRIVERS, EMPLOYEES, OR CONTRACTORS;
• (f) DATA LOSS FROM OFFLINE QUEUE EXPIRATION, SYNC FAILURE, DEVICE FAILURE, NETWORK FAILURE, OR CUSTOMER'S FAILURE TO MAINTAIN CONNECTIVITY OR DEVICE OPERATION;
• (g) DETENTION, DEMURRAGE, PER DIEM, LATE FEES, OR DRIVER WAIT CHARGES;
• (h) CUSTOMS HOLDS, CBP FINES, C-TPAT, PIP, OR AEO DECERTIFICATION, OR ANY OTHER REGULATORY PENALTY;
• (i) THEFT, CARGO DAMAGE, OR CARGO LOSS ARISING FROM INSPECTION OVERSIGHT, INCLUDING ANY SEAL OR 7-POINT INSPECTION SUPPORTED BY THE SERVICE;
• (j) COSTS OF SUBSTITUTE YARD MANAGEMENT PROCEDURES OR MANUAL FALLBACK PROCESSES;
• (k) LOSS OF CARRIER RELATIONSHIPS, CARRIER SCORECARD IMPACTS, OR REPUTATIONAL HARM; OR
• (l) WAGE-AND-HOUR, MEAL-AND-REST-BREAK, OR SIMILAR EMPLOYMENT CLAIMS TIED TO TIMING DATA RECORDED OR CALCULATED BY THE SERVICE.

THIS EXCLUSION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE) AND WHETHER OR NOT VANTAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

VANTAGE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO VANTAGE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

For Customers on free or trial plans, Vantage's maximum cumulative liability is fifty US dollars ($50).

11.3 Essential Purpose

The limitations in §11.1 and §11.2 apply even if any remedy fails its essential purpose. The Parties acknowledge that the fees reflect the allocation of risk set forth herein, and that Vantage would not enter into these Terms without these limitations.

11.4 Security Incident Notification

Vantage will notify Customer of any confirmed unauthorized access to Customer Data within seventy-two (72) hours of confirmation, via the email on file for the Customer admin account. Vantage's total cumulative liability for all security incidents within any twelve (12) month period shall not exceed the cap in §11.2. Customer's sole remedy for unauthorized access to Customer Data is the cap in §11.2 and the notification right in this §11.4.

12. Indemnification

12.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless Vantage Yard Management, NEUMAX LLC, and their officers, directors, employees, agents, and representatives from any third-party claims, damages, losses, settlements, judgments, or expenses (including reasonable attorneys' fees) arising from:

• (a) Customer's use of the Service in violation of these Terms or applicable law;
• (b) Customer's violation of any third-party right, including any intellectual property, privacy, or publicity right;
• (c) Customer Data, including any claim that Customer Data infringes the rights of, or has caused harm to, a third party;
• (d) Customer's failure to obtain required consents from drivers, employees, carriers, or visitors under applicable biometric privacy laws (including Illinois BIPA 740 ILCS 14, Texas CUBI Tex. Bus. & Com. Code § 503.001, Washington RCW 19.375), driver's license privacy laws (including the Federal Driver's Privacy Protection Act 18 U.S.C. §§ 2721-2725), and general data protection laws (including CCPA/CPRA, GDPR, and UK GDPR);
• (e) any operational, regulatory, customs, or trade-program penalty imposed on Customer or its third-party partners.

12.2 Vantage Indemnification

Vantage will defend Customer against any third-party claim alleging that the Service, as provided by Vantage and used in accordance with these Terms, directly infringes a US patent, US-registered copyright, or US-registered trademark, and Vantage will pay damages finally awarded by a court of competent jurisdiction or amounts agreed in settlement, subject to the limitations in §11.

Vantage's obligations under this §12.2 EXCLUDE claims arising from:

• (a) Customer Data or content uploaded by Customer;
• (b) modifications to the Service not made by Vantage;
• (c) combination of the Service with non-Vantage products, services, or data not provided or approved by Vantage;
• (d) Customer's use of the Service after Vantage has notified Customer to discontinue use due to an infringement claim; or
• (e) Customer's failure to use the most current version of the Service when notified by Vantage.

In the event of an infringement claim, Vantage may, at its option: (i) procure for Customer the right to continue using the Service; (ii) modify the Service to be non-infringing; or (iii) terminate the affected portion of the Service and refund any pre-paid fees on a pro-rata basis. THIS §12.2 STATES VANTAGE'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS.

12.3 Procedure

The indemnified party must: (i) promptly notify the indemnifying party in writing of the claim; (ii) tender sole control of the defense and settlement to the indemnifying party; and (iii) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle any claim that imposes a non-monetary obligation on the indemnified party without the indemnified party's prior written consent, which will not be unreasonably withheld.

13. Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Arbitration

Any dispute arising from these Terms or the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

13.3 Class Action Waiver

13.4 Exceptions

The following may be brought in court:

• Claims for injunctive relief
• Claims related to intellectual property
• Small claims court matters

14. Termination

14.1 By You

You may terminate your account at any time through the app settings or by contacting support.

14.2 By Us

We may terminate or suspend your account immediately, without prior notice, if:

• You breach these Terms
• You engage in fraudulent or illegal activity
• Your account poses a security risk
• Required by law

14.3 Effect of Termination

Upon termination:

• Your right to use the Service ceases immediately
• Provisions that should survive will remain in effect
• We may delete your data after the retention period

15. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be communicated via:

• Email notification
• In-app notification
• Posted on our website

Continued use of the Service after changes constitutes acceptance of the modified Terms.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and us.

16.2 Severability

If any provision is found unenforceable, the remaining provisions will continue in effect.

16.3 Waiver

Failure to enforce any right does not constitute a waiver of that right.

16.4 Assignment

You may not assign your rights under these Terms. We may assign our rights without restriction.

16.5 Force Majeure

We are not liable for failures due to circumstances beyond our reasonable control.

17. Contact Information

For questions about these Terms, please contact:

• Email: sc@neumaxtech.com

18. Customer Data

18.1 Definitions

"Customer Data" means data uploaded, transmitted, generated, or recorded by Customer or its end users through the Service, including without limitation container and trailer photos, electronic signatures, driver identification data, gate transaction records, 7-point inspection records, appointment data, task records, carrier interactions, and analytics events.

18.2 Roles

Vantage acts as a data processor / service provider with respect to Customer Data. Customer is the data controller / business under applicable data protection laws (including CCPA/CPRA, GDPR, UK GDPR, and similar).

18.3 Data Processing Agreement

Vantage's processing of Customer Data is governed by the Data Processing Agreement ("DPA") available at https://www.vantageyms.com/dpa.html, which is incorporated into these Terms by reference. For Customer Data subject to the GDPR, UK GDPR, or Swiss FADP, the Standard Contractual Clauses ("SCCs") attached to the DPA apply.

18.4 Aggregated / De-Identified Data

Vantage may use aggregated, de-identified, or anonymized data derived from Customer Data to operate, monitor, secure, and improve the Service (including, without limitation, expansion of the OCR correction dictionary and yard-operations benchmark data), provided that such aggregated data does not identify Customer, any individual, or any specific cargo movement.

18.5 Data Return and Deletion

Upon termination of these Terms, Vantage will retain Customer Data for thirty (30) days to permit Customer-initiated export via the data export feature (Service Settings → Export Data, JSON format). After thirty (30) days, Vantage will permanently delete Customer Data, except as required to comply with applicable law or to defend against pending legal claims. Customer may request immediate deletion at any time via support@vantageyms.com.