Terms of Use

Effective May 7, 2026 · Prow Equity LLC, operating as KEEL Works · Wilmington, Delaware

The website located at www.keel-works.com and the KEEL Works mobile and web application (collectively, the "Site") are copyrighted works belonging to Prow Equity LLC, operating as KEEL Works ("Company", "us", "our", and "we"). These Terms of Use ("Terms") set forth the legally binding terms and conditions that govern your use of the Site. By accessing or using the Site, you are accepting these Terms and you represent and warrant that you have the right, authority, and capacity to enter into these Terms. You may not access or use the Site if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Site.

PLEASE BE AWARE THAT SECTION 9 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 9 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 9 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 9 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

1. Accounts.

1.1 Account Creation.

In order to use certain features of the Site, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. You represent and warrant that all required registration information you submit is truthful and accurate and that you will maintain the accuracy of such information. You may delete your Account at any time by following the instructions on the Site. Company may suspend or terminate your Account in accordance with Section 7.

1.2 Account Responsibilities.

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use of your Account or any other breach of security. Company will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. Access to the Site.

2.1 License.

Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use in connection with your KEEL Works membership or contractor engagement.

2.2 Certain Restrictions.

The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means without our express written permission.

2.3 Modification.

Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

2.4 Ownership.

All intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Company or Company's suppliers. Neither these Terms nor your access to the Site transfers to you any rights, title, or interest in such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms.

2.5 Feedback.

If you provide Company with any feedback or suggestions regarding the Site, you hereby assign to Company all rights in such feedback and agree that Company shall have the right to use and fully exploit such feedback in any manner it deems appropriate. Company will treat any feedback you provide as non-confidential and non-proprietary.

3. Nature of Information Services; Important Limitations.

3.1 Information Services Only.

KEEL Works provides observational information and concierge coordination services. All content, reports, health scores, service records, and other information delivered through the Site ("Information Services") reflect conditions observed by service personnel at specific points in time under specific observable conditions. Information Services are not marine surveys, are not professional marine engineering assessments, and do not constitute a warranty or certification of vessel condition or seaworthiness.

3.2 Not a Substitute for Professional Assessment.

Information Services are provided for informational purposes only and are not intended to substitute for independent professional marine surveys, engineering assessments, or other expert evaluation. All vessel maintenance decisions, repair authorizations, and vessel operation decisions remain solely within the Member's discretion and responsibility. Company does not direct users to take or refrain from any particular action regarding their vessel.

3.3 Inspection Limitations.

All inspections and observations are visual and limited to reasonably accessible systems and components. Company does not warrant that all vessel defects, conditions, or safety issues will be identified. A finding of "all clear" or any positive notation in any report means only that the observed condition appeared within normal visible parameters at the time of observation -- it does not mean the system or component is free from defect, failure risk, or latent condition.

3.4 KEEL Record.

The KEEL Record is an informational service record documenting observations made during service visits. It is not a title document, does not affect ownership of any vessel, and shall not be used as a substitute for a marine survey in any vessel sale, financing, insurance, or regulatory context without independent professional verification.

4. User Content.

4.1 User Content.

"User Content" means any and all information and content that a user submits to, or uses with, the Site, including vessel information, photographs, service notes, and profile data. You are solely responsible for your User Content. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for maintaining your own backup copies of your User Content.

4.2 License to User Content.

You hereby grant to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of: (a) providing the Site and Information Services to you; (b) improving and developing the Site and Information Services; and (c) as otherwise described in the Privacy Policy. You hereby irrevocably waive any claims and assertions of moral rights or attribution with respect to your User Content.

4.3 Acceptable Use Policy.

You agree not to use the Site to upload, transmit, display, or distribute any User Content that: (a) violates any third-party right, including any copyright, trademark, patent, trade secret, or privacy right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, defamatory, or intentionally misleading; (c) is harmful to minors; or (d) is in violation of any law or regulation.

You also agree not to: (i) upload any computer viruses or software intended to damage or alter a computer system; (ii) use the Site to harvest or collect information regarding other users without their consent; (iii) interfere with or disrupt servers or networks connected to the Site; (iv) attempt to gain unauthorized access to the Site or any connected systems; or (v) use automated scripts to scrape data from the Site.

5. Indemnification.

You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (a) your use of the Site; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; (d) your User Content; or (e) any claim arising from your ownership or operation of any vessel. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us.

6. Disclaimers and Limitation of Liability.

6.1 Disclaimer of Warranties.

THE SITE AND ALL INFORMATION SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED OR ERROR-FREE BASIS, OR THAT ANY INFORMATION, REPORTS, OR HEALTH SCORES PROVIDED THROUGH THE SITE ARE ACCURATE, COMPLETE, OR RELIABLE. INFORMATION SERVICES DO NOT CONSTITUTE A WARRANTY OF VESSEL CONDITION OR SEAWORTHINESS.

6.2 Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, VESSEL DAMAGE, ENGINE FAILURE, MECHANICAL FAILURE, COSTS OF VESSEL REPAIR OR REPLACEMENT, SALVAGE COSTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR INFORMATION SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL MEMBERSHIP FEES ACTUALLY PAID BY YOU TO COMPANY IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.3 California Residents.

If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor or released party."

7. Term and Termination.

Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination, your Account and right to access the Site will terminate immediately. Sections 2.4, 3, 4.2, 5, 6, 9, and 10 will survive termination.

8. Copyright Policy.

Company respects the intellectual property of others and asks that users of our Site do the same. If you believe that one of our users is unlawfully infringing the copyright(s) in a work through the use of our Site, please provide written notice to our designated Copyright Agent including: (a) your physical or electronic signature; (b) identification of the copyrighted work(s) you claim to have been infringed; (c) identification of the material on our Site that you claim is infringing; (d) your contact information; (e) a statement of good faith belief that use of the material is not authorized; and (f) a statement under penalty of perjury that you are authorized to act on behalf of the copyright owner.

Designated Copyright Agent: Jared Northrop, 2810 N Church St, PMB 951690, Wilmington, Delaware 19802-4447. Email: jnorthrop@prowequity.com.

9. Dispute Resolution; Arbitration Agreement.

PLEASE READ THIS SECTION CAREFULLY -- IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND COMPANY RESOLVE DISPUTES.

9.1 Applicability.

You agree that any dispute between you and Company relating in any way to the Site, the Information Services, or these Terms will be resolved by binding arbitration, rather than in court, except that: (a) you and Company may assert individualized claims in small claims court if the claims qualify; and (b) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights.

9.2 Informal Dispute Resolution.

Before commencing arbitration, you and Company agree to meet and confer telephonically or via videoconference in a good faith effort to resolve informally any dispute ("Informal Dispute Resolution Conference"). The party initiating a dispute must give written notice to the other party within 45 days of the dispute arising. Notice to Company: jnorthrop@prowequity.com or 2810 N Church St, PMB 951690, Wilmington, Delaware 19802-4447. Engaging in the Informal Dispute Resolution Conference is a condition precedent to commencing arbitration.

9.3 Arbitration Rules.

If the Informal Dispute Resolution process does not resolve the dispute within 60 days after receipt of written notice, either party may commence binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, available at www.adr.org. The arbitration shall be conducted in Los Angeles County, California. The arbitrator's decision shall be final and binding. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this arbitration agreement.

9.4 Waiver of Jury Trial.

YOU AND COMPANY EACH KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE. ALL COVERED CLAIMS AND DISPUTES SHALL BE RESOLVED EXCLUSIVELY BY ARBITRATION AS SET FORTH IN THIS SECTION.

9.5 Class Action Waiver.

YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. YOU WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

9.6 30-Day Right to Opt Out.

You have the right to opt out of this arbitration agreement by sending written notice to jnorthrop@prowequity.com or by mail to 2810 N Church St, PMB 951690, Wilmington, Delaware 19802-4447, within 30 days after first becoming subject to these Terms. Your notice must include your name, address, and a clear statement that you want to opt out of arbitration. If you opt out, all other parts of these Terms will continue to apply.

9.7 Attorneys' Fees.

Each party shall bear its own attorneys' fees and costs in arbitration unless the arbitrator finds that a claim was frivolous or brought for an improper purpose. Company will pay all AAA filing fees in excess of what you would pay to file a comparable claim in court.

10. General Provisions.

10.1 Changes.

These Terms are subject to occasional revision. If we make any substantial changes, we may notify you by email and/or by posting notice on the Site. Continued use of the Site following notice of such changes constitutes your acceptance of the revised Terms.

10.2 Governing Law.

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions, except that the Federal Arbitration Act governs the arbitration provisions of Section 9.

10.3 Electronic Communications.

By using the Site, you consent to receive communications from Company in electronic form. You agree that all terms, agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.

10.4 Entire Terms.

These Terms, together with the Privacy Policy and any applicable Member Service Agreement, constitute the entire agreement between you and us regarding the use of the Site. If any provision of these Terms is held to be invalid or unenforceable, the other provisions will remain in full force and the invalid provision will be deemed modified to the minimum extent necessary to make it enforceable.

10.5 California Disclosures.

Company is located at 2810 N Church St, PMB 951690, Wilmington, Delaware 19802-4447. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

10.6 Contact Information.

Prow Equity LLC, Attn: Jared Northrop, 2810 N Church St, PMB 951690, Wilmington, Delaware 19802-4447. Telephone: (323) 251-8287. Email: jnorthrop@prowequity.com.

10.7 Copyright.

Copyright © 2026 Prow Equity LLC. All rights reserved. All trademarks, logos, and service marks displayed on the Site are the property of Prow Equity LLC or other third parties. You are not permitted to use these marks without our prior written consent.

10.9 Governing Language.

These Terms may be provided in Spanish as a convenience translation. The English-language version of these Terms is the sole official and legally binding version and controls in all respects. In the event of any conflict, ambiguity, or difference in interpretation between the English and Spanish versions, the English version governs.