Terms of Service

These Terms of Service ("Terms") are a binding agreement between you — the entity or organization on whose behalf you accept these Terms ("Customer", "you") — and Strelux Corp., a Delaware C-corporation ("Strelux", "we", "us"), governing your access to and use of the Strelux platform, APIs, documentation, and any related services (collectively, the "Service").

By accessing or using the Service you confirm that you have the authority to bind Customer to these Terms and that you agree to them in full. If you do not agree, do not use the Service.

1. Definitions

"Authorized Users" means individuals whom Customer permits to access the Service under Customer's account.

"Customer Data" means any data, files, vessel identifiers, or other information that Customer or its Authorized Users submit to the Service.

"Evidence File" means the PDF and/or JSON output generated by the Service that documents screening results, including primary-source citations and the date each source was checked.

"Order" means a signed order form, online subscription, or statement of work referencing these Terms that specifies the tier, subscription term, and fees.

"Sanctions Data" means publicly available data from OFAC (SDN, Consolidated), EU Consolidated List, UN Security Council Consolidated List, UK OFSI, and Swiss SECO that Strelux ingests, normalizes, and makes available through the Service.

"Subscription Term" means the period during which Customer has paid access to the Service, as specified in the applicable Order.

2. Access and accounts

2.1 Account registration. Customer must provide accurate, current information when creating an account. Customer is responsible for maintaining the confidentiality of account credentials and for all activity under its account.

2.2 Authorized Users. Customer may permit Authorized Users to access the Service up to any seat limit specified in the applicable Order. Customer is responsible for its Authorized Users' compliance with these Terms.

2.3 Eligibility. The Service is available only to organizations. Individual consumer accounts are not offered. You represent that you are acting on behalf of a legal entity and that you have authority to bind that entity.

3. Scope of the Service

3.1 What Strelux does. Strelux resolves vessel identity by IMO number, checks current and historical vessel names against the sanctions lists described in section 1, and produces a source-cited Evidence File.

3.2 What Strelux does not do. The Service is an informational tool. It does not constitute legal advice, regulatory guidance, or a compliance program. Strelux does not provide continuous real-time vessel monitoring; it is a batch resolution platform. Customer remains solely responsible for its own compliance decisions and obligations.

3.3 No guarantee of completeness. Sanctions Data is sourced from publicly available government lists. Strelux uses commercially reasonable efforts to keep this data current, but does not warrant that the data is error-free, complete, or current at every moment. Delays between a government update and its reflection in the Service may occur.

3.4 Regulatory status. Strelux is a software vendor and is not a financial institution, investment advisor, legal advisor, or regulated financial services entity in any jurisdiction. Strelux is not authorized, registered, or supervised by any financial services regulator. The Service does not constitute a regulated activity. Customer is solely responsible for ensuring that its use of the Service complies with all regulatory obligations applicable to Customer's business.

3.5 Independent verification. The Service is a screening aid intended to support, not replace, Customer's own compliance program. Customer acknowledges that:

(a) Sanctions data is sourced from publicly available government lists. Strelux is not the issuer of any sanctions designation. The authoritative source for any designation is the issuing authority, including OFAC, the European Union, the United Nations, UK OFSI, and Swiss SECO.

(b) Customer is solely responsible for the compliance decisions it makes based on Evidence Files, including any decision to clear, reject, escalate, or further investigate a vessel, transaction, or counterparty.

(c) Customer is responsible for maintaining its own compliance program, independent verification procedures, and second-line review processes appropriate to its regulatory obligations.

(d) Reliance on Evidence Files alone, without independent verification, is not consistent with industry standards for sanctions compliance. Customer agrees not to represent to any third party, including any regulator, auditor, or counterparty, that the Service is the sole basis for Customer's compliance decisions.

4. Subscription, fees, and payment

4.1 Fees. Customer shall pay the fees specified in the applicable Order. All fees are quoted in US dollars unless stated otherwise, are non-refundable except as expressly set out in these Terms, and exclude applicable taxes.

4.2 Payment terms. Invoices are due within thirty (30) days of the invoice date, unless the Order specifies otherwise. Late payments accrue interest at the lesser of 1.5 % per month or the maximum rate permitted by law.

4.3 Renewal. Subscriptions renew automatically for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

4.4 Taxes. Customer is responsible for all taxes, duties, and levies arising from the transaction, excluding taxes on Strelux's net income.

5. Intellectual property

5.1 Strelux IP. Strelux and its licensors retain all rights, title, and interest in the Service, including all software, algorithms, models, documentation, trademarks, and related intellectual property. Nothing in these Terms transfers ownership of Strelux IP to Customer.

5.2 Customer Data. Customer retains all rights in Customer Data. Customer grants Strelux a limited, non-exclusive, worldwide license to use Customer Data solely to provide and maintain the Service for Customer's benefit during the Subscription Term, and to comply with legal obligations.

Strelux does not use Customer Data to train, develop, or improve machine learning models, algorithms, or other Strelux products without Customer's express prior written consent. Where Customer opts in to such use, the terms will be set out in a separate written agreement.

Strelux may use aggregated, anonymized data derived from the Service (which does not identify Customer or any individual) for analytics, benchmarking, security improvements, and product development.

5.3 Evidence Files. Evidence Files are generated outputs of the Service. Customer may use, store, and distribute Evidence Files internally and with regulators, auditors, and counterparties in connection with Customer's compliance activities.

5.4 Feedback. If Customer provides suggestions, ideas, or feedback about the Service, Strelux may use that feedback without restriction or obligation.

6. Data protection

6.1 Data processing. To the extent that Customer Data includes personal data, Strelux processes it as a data processor on behalf of Customer (the data controller) in accordance with the Data Processing Agreement ("DPA") available at strelux.com/dpa, which is incorporated by reference into these Terms.

6.2 Sub-processors. Strelux maintains an up-to-date list of sub-processors at strelux.com/sub-processors. Customer may subscribe to notifications of changes.

6.3 Security. Strelux implements administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, loss, or alteration. Details of these measures are described in the DPA.

7. Confidentiality

7.1 Confidential Information. Each party ("Discloser") may disclose non-public information to the other ("Recipient") in connection with these Terms. Confidential Information includes, without limitation, business plans, pricing, technical data, and Customer Data.

7.2 Obligations. Recipient shall use Confidential Information only to exercise its rights or perform its obligations under these Terms, protect it using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and limit disclosure to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective.

7.3 Exceptions. Confidentiality obligations do not apply to information that is publicly available without breach, already known to Recipient, independently developed, or received from a third party without restriction.

8. Warranties and disclaimers

8.1 Mutual warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.

8.2 Service warranty. Strelux warrants that the Service will perform materially in accordance with the applicable documentation during the Subscription Term. Customer's sole remedy for breach of this warranty is re-performance or, if Strelux cannot remedy the non-conformance within thirty (30) days of notice, termination and a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.

8.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 8, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." STRELUX DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. STRELUX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL MEET CUSTOMER'S SPECIFIC COMPLIANCE REQUIREMENTS.

9. Limitation of liability

9.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STRELUX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Exclusion of consequential damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

9.3 Carve-outs. The limitations in sections 9.1 and 9.2 do not apply to (a) a party's breach of its confidentiality obligations (excluding claims related to Customer Data, which are governed by the DPA), (b) a party's indemnification obligations, or (c) liability arising from a party's gross negligence or willful misconduct.

10. Indemnification

10.1 By Strelux. Strelux shall defend, indemnify, and hold harmless Customer from third-party claims alleging that the Service infringes a third party's intellectual property rights, provided Customer gives prompt notice and reasonable cooperation. If an infringement claim is made or reasonably anticipated, Strelux may, at its option, modify the Service, obtain a license, or terminate access and refund prepaid fees for the unused Subscription Term.

10.2 By Customer. Customer shall defend, indemnify, and hold harmless Strelux from third-party claims arising from (a) Customer Data, (b) Customer's use of the Service in violation of these Terms or applicable law, or (c) Customer's compliance decisions based on Evidence Files.

11. Term and termination

11.1 Term. These Terms commence on the date Customer first accesses the Service and continue until all Orders have expired or been terminated.

11.2 Termination for cause. Either party may terminate these Terms or an Order if the other party materially breaches and fails to cure within thirty (30) days of written notice.

11.3 Termination for convenience. Customer may stop using the Service at any time; however, fees are non-refundable except where expressly stated.

11.4 Effect of termination. Upon termination, Customer's access to the Service ceases. Strelux will delete Customer Data within ninety (90) days of termination unless legally required to retain it. Sections that by their nature should survive (including sections 5, 7, 8, 9, 10, and 14) will survive termination.

12. Acceptable Use

Customer's use of the Service is subject to the Acceptable Use Policy at strelux.com/acceptable-use, incorporated by reference.

13. Modifications

Strelux may update these Terms from time to time. We will provide at least thirty (30) days' notice of material changes by email or through the Service. Continued use after the effective date of a change constitutes acceptance. If Customer does not agree, Customer may terminate before the change takes effect.

14. General provisions

14.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

14.2 Dispute resolution. Any dispute arising under these Terms shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat of arbitration in Wilmington, Delaware. Either party may seek injunctive relief in a court of competent jurisdiction.

Notwithstanding the above, data subjects in the European Economic Area, United Kingdom, and Switzerland retain their statutory rights under GDPR Article 79, UK GDPR, and the Swiss Federal Act on Data Protection, including the right to bring claims relating to the processing of their personal data before the courts of their habitual residence. Nothing in this section limits a data subject's right to lodge a complaint with a supervisory authority under GDPR Article 77.

14.3 Assignment. Neither party may assign these Terms without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

14.4 Severability. If any provision is held unenforceable, the remaining provisions remain in full force.

14.5 Entire agreement. These Terms, together with all Orders, the DPA, and the Acceptable Use Policy, constitute the entire agreement between the parties and supersede all prior negotiations and agreements relating to the subject matter.

14.6 Notices. Notices must be in writing and sent to the addresses specified in the Order or, for Customer, to the email address on file. Notices to Strelux may also be sent to:

14.7 Force majeure. Neither party is liable for failure to perform due to events beyond its reasonable control, including natural disasters, war, pandemic, government action, or internet disruptions, provided the affected party gives prompt notice.

14.8 Waiver. Failure to enforce any provision does not constitute a waiver of that provision.

Contact

Questions about these Terms? Email us at legal@strelux.com.