Terms of Service

Effective Date: July 6, 2026
Version: 2.0

1. Definitions

In these Terms of Service, the following definitions apply:

• "Agreement" means these Terms of Service, including any amendments, supplements, or modifications.
• "Account" means a unique account created for You to access our Service.
• "Company" (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to VaultMotive, LLC, a limited liability company with its principal place of business in Stone Ridge, Virginia.
• "Content" refers to any text, images, photos, audio, video, documents, or other materials uploaded, posted, or transmitted through the Service.
• "Device" means any device that can access the Service such as a computer, cellphone, or tablet.
• "Mobile App" means any VaultMotive mobile application, including our iOS application distributed through the Apple App Store.
• "Organization" means a business entity, restoration shop, dealership, or other entity that creates an account to use the Service.
• "Service" refers to the VaultMotive platform, including all websites, applications (including Mobile Apps), features, tools, and services offered by the Company.
• "Subscription" refers to the services or access to the Service offered on a subscription basis by the Company to You.
• "User" or "You" means the individual accessing or using the Service, or the company or other legal entity on behalf of which such individual is accessing or using the Service.
• "User Content" means Content that You upload, post, or transmit to or through the Service.

2. Acceptance of Terms

2.1 Agreement to Terms

By creating an Account, accessing, or using the Service, You acknowledge that You have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy, which is incorporated herein by reference. Your access to and use of the Service is conditioned upon Your acceptance of and compliance with these Terms.

2.2 Electronic Agreement

You agree that by clicking "I Agree," "Sign Up," or similar buttons, or by accessing or using the Service, You are entering into a legally binding agreement with VaultMotive. This electronic acceptance has the same legal force and effect as a handwritten signature.

2.3 Age Requirement

You must be at least eighteen (18) years of age to use the Service. By using the Service, You represent and warrant that You are at least 18 years old and have the legal capacity to enter into this Agreement.

2.4 Authority to Bind

If You are using the Service on behalf of an Organization, You represent and warrant that You have the authority to bind that Organization to these Terms. In such cases, "You" and "Your" will refer to that Organization.

3. Service Description

VaultMotive provides a comprehensive vehicle documentation and business management platform designed for automotive restoration professionals, collectors, and enthusiasts. The Service includes, but is not limited to:

• Vehicle Documentation: Storage and organization of vehicle photos, documents, service records, and ownership history.
• Work Order Management: Creation, tracking, and management of restoration projects, work orders, and service phases.
• Parts Inventory: Tracking of parts, supplies, and hardware across multiple storage locations.
• Voice Documentation: Voice-to-text transcription services for hands-free note-taking.
• Document Scanning: Optical Character Recognition (OCR) and AI-assisted extraction for digitizing receipts, invoices, and documents.
• Vehicle Valuation and Market Pricing: Informational valuation estimates and market pricing data drawn from public and third-party sources (see Section 17).
• Customer Portal: Client-facing interface for project updates and communication.
• Invoicing and Billing: Quote generation, invoice creation, and payment processing.
• Public Sharing and Showroom: Optional features for publishing selected vehicle profiles and content to publicly accessible pages.
• Marketplace and Community Features: Optional features for listing parts and vehicles and interacting with other users.
• Team Management: User roles, permissions, and multi-user collaboration.

4. Account Registration and Security

4.1 Account Creation

To use the Service, You must create an Account by providing accurate, current, and complete information as prompted by the registration form. You agree to maintain and promptly update Your Account information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for safeguarding the password and any other credentials used to access Your Account. You agree not to disclose Your password to any third party and to take sole responsibility for any activities or actions under Your Account, whether or not You have authorized such activities or actions.

4.3 Multi-Factor Authentication (MFA)

We strongly recommend and may require the use of Multi-Factor Authentication (MFA) to enhance the security of Your Account. MFA options include:

• Authenticator Apps (TOTP): Time-based One-Time Password codes generated by applications such as Google Authenticator, Authy, or similar.
• SMS Verification: One-time verification codes sent via text message to Your registered phone number.
• Backup Codes: One-time use recovery codes that should be stored securely.

4.4 Device Trust

When using MFA, You may opt to "remember" a trusted device for up to thirty (30) days. This feature reduces the frequency of MFA prompts but may reduce security. You are responsible for ensuring that only authorized individuals have access to Your trusted devices.

4.5 Account Recovery

If You lose access to Your MFA device, You may use backup codes or contact support for account recovery. Account recovery may require identity verification and may take several business days. VaultMotive is not liable for any loss or damage arising from Your inability to access Your Account.

4.6 Session Management

You can view and manage active sessions from Your Account settings. You have the ability to revoke individual sessions or sign out of all sessions. We recommend regularly reviewing Your active sessions for unauthorized access.

4.7 Password Requirements

Passwords must meet minimum security requirements, including a minimum length of eight (8) characters. We strongly recommend using a unique, complex password that You do not use for any other service.

4.8 Third-Party Sign-In

You may create or access Your Account using third-party sign-in services such as Sign in with Google or Sign in with Apple. Your use of those services is subject to the respective provider's terms and privacy policy. We receive only the basic profile information (such as name and email address) needed to create and authenticate Your Account.

5. Organization and Multi-Tenancy

5.1 Organization Accounts

The Service supports multi-tenant Organizations. When You create an Organization, You become the Organization Owner with full administrative privileges. Organization Owners are responsible for managing users, permissions, and billing for their Organization.

5.2 User Roles and Permissions

Organizations may assign different roles to users, including Owner, Admin, Manager, Technician, and custom roles. Each role has specific permissions that control access to features and data. Organization Owners are responsible for appropriately assigning roles and permissions.

5.3 Data Isolation

Data belonging to one Organization is isolated from other Organizations. Users may only access data within their own Organization unless explicitly shared through the Service's sharing features.

5.4 Team Management

Organization Owners and Admins may invite users to join their Organization. Invitations are sent via email and expire after a specified period. You are responsible for ensuring that only authorized individuals are invited to Your Organization.

6. Acceptable Use Policy

6.1 Permitted Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. The Service is intended for vehicle documentation, business management, and related professional purposes.

6.2 Prohibited Activities

You agree NOT to:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations.
• Upload, post, or transmit any Content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
• Impersonate any person or entity, or falsely state or misrepresent Your affiliation with a person or entity.
• Upload or transmit viruses, malware, or any other malicious code.
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service.
• Interfere with or disrupt the Service or servers or networks connected to the Service.
• Use any robot, spider, scraper, or other automated means to access the Service without Our express written permission.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service.
• Use the Service to store or transmit sensitive personal information such as social security numbers, credit card numbers, or protected health information, except as specifically supported by the Service.
• Use the Service to misrepresent a vehicle's history, condition, mileage, or provenance, or to create fraudulent documentation.
• Resell, sublicense, or otherwise commercially exploit the Service without Our express written consent.
• Use the Service in a manner that could damage, disable, overburden, or impair the Service.
• Engage in any activity that could be considered a security breach or unauthorized penetration testing.

6.3 API Usage

If You access the Service via API, You agree to comply with any rate limits, usage restrictions, and API-specific terms. API keys are confidential and must not be shared or exposed in client-side code.

6.4 Compliance with Laws

You are solely responsible for ensuring that Your use of the Service complies with all applicable local, state, national, and international laws and regulations, including but not limited to data protection laws, export control laws, and industry-specific regulations.

6.5 Security Testing

You may not conduct security testing, penetration testing, or vulnerability assessments on the Service without Our prior written consent. If You discover a security vulnerability, please report it responsibly to security@vaultmotive.app.

7. SMS and Email Communications

7.1 Consent to Communications

By providing Your phone number and/or email address, You consent to receive communications from VaultMotive related to Your Account and the Service, including:

• Account verification and security alerts
• Multi-Factor Authentication codes
• Service notifications and updates
• Project status updates and approvals
• Invoice and payment reminders
• Support communications

7.2 SMS Terms (TCPA Compliance)

7.3 SMS Notification Types

You may receive SMS notifications for:

• Project updates and status changes
• Work order status notifications
• Quote approval requests
• Invoice and payment reminders
• Security alerts and verification codes

7.4 Opt-Out Procedures

You may opt out of SMS notifications at any time by:

• Replying STOP to any SMS message
• Updating Your notification preferences in Account Settings
• Contacting support@vaultmotive.app

Please note that opting out of SMS notifications will not affect transactional messages required for account security (such as MFA codes) unless You disable SMS-based MFA entirely.

7.5 Email Communications

You may receive the following types of email communications:

• Transactional Emails: Account verification, password resets, security alerts, and service notifications. These are required for service operation and cannot be opted out.
• Service Emails: Project updates, invoice notifications, team invitations. You can manage these in notification preferences.
• Marketing Emails: Product updates, newsletters, and promotional content. You can opt out at any time.

7.6 Push Notifications

If You use a Mobile App, You may opt in to receive push notifications. You can disable push notifications at any time in Your device settings or in-app notification preferences.

7.7 Carrier Disclaimer

VaultMotive is not responsible for delays or failures in SMS delivery caused by Your mobile carrier, network issues, or device settings. We recommend enabling email notifications as a backup.

8. Consent Management

8.1 Required Consents

To use the Service, You must consent to:

• These Terms of Service
• Our Privacy Policy
• Data processing necessary for service operation

8.2 Optional Consents

You may optionally consent to:

• Marketing communications via email
• Marketing communications via SMS
• Analytics and usage tracking
• Third-party data sharing for service improvements
• Personalization features

8.3 Consent Version Control

We track consent versions and may request renewed consent when material changes are made to our Terms or Privacy Policy.

8.4 Withdrawal of Consent

You may withdraw optional consents at any time through Your Account settings. Withdrawal of required consents may result in termination of Your Account. We maintain a complete audit trail of Your consent history.

8.5 Export of Consent History

You may export Your complete consent history at any time from Your Account settings in JSON format for Your records.

9. User Content and License Grant

9.1 Ownership of User Content

You retain all ownership rights in and to Your User Content. VaultMotive does not claim any ownership interest in Your User Content.

9.2 License to VaultMotive

By uploading, posting, or transmitting User Content through the Service, You grant VaultMotive a non-exclusive, worldwide, royalty-free, sublicensable license to:

• Store, host, and backup Your User Content
• Display and transmit Your User Content as necessary to provide the Service
• Process Your User Content using AI, OCR, and other technologies to provide Service features
• Create derivative works as necessary to provide features such as thumbnails, previews, and transcriptions

This license is solely for the purpose of operating, promoting, and improving the Service and terminates when You delete Your User Content or Account, subject to the retention windows described in our Privacy Policy.

9.3 Content Responsibilities

You are solely responsible for Your User Content. You represent and warrant that:

• You own or have the necessary rights to upload and share Your User Content
• Your User Content does not infringe any third-party intellectual property rights
• Your User Content does not violate any applicable laws or regulations
• Your User Content does not contain any viruses, malware, or harmful code

9.4 Content Removal

VaultMotive reserves the right to remove any User Content that violates these Terms or is otherwise objectionable, without prior notice. Deleted content may be retained in backups for a limited period as described in our Privacy Policy.

9.5 Backup and Data Retention

While We maintain regular backups of Service data, You are solely responsible for maintaining Your own backups of critical User Content. We provide data export functionality to facilitate this.

9.6 Public and Shared Content

Certain features — including showroom publications, public vehicle profiles, community feeds, and sharing links — allow You to make selected User Content publicly accessible. When You choose to publish Content through these features, You additionally grant VaultMotive the right to display, distribute, and cache that Content publicly (including in search-engine results and social previews) until You unpublish or delete it. You are responsible for ensuring You have the right to publish any Content You make public, including any personal information about third parties it contains. Unpublishing removes public access, but copies cached by third parties (such as search engines) may persist beyond Our control.

9.7 Marketplace Transactions

If You list, offer, buy, or sell vehicles, parts, or services through marketplace or community features, any resulting transaction is solely between the buyer and seller. VaultMotive is not a party to, and does not broker, guarantee, escrow, insure, or assume any responsibility for, any transaction between users, the accuracy of any listing, or the condition, legality, or title of any listed item. You are responsible for complying with all laws applicable to Your listings and transactions, including vehicle-transfer and titling requirements.

10. Copyright Policy (DMCA)

10.1 Reporting Copyright Infringement

We respect the intellectual property rights of others and expect users of the Service to do the same. If You believe that content on the Service infringes Your copyright, please send a notice to Our Copyright Agent containing the following information, consistent with the Digital Millennium Copyright Act (17 U.S.C. § 512):

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material claimed to be infringing, with information reasonably sufficient to locate it (e.g., a URL)
• Your contact information (name, address, telephone number, and email address)
• A statement that You have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information in the notice is accurate and that You are the copyright owner or authorized to act on their behalf

10.2 Copyright Agent

Notices should be sent to: Copyright Agent, VaultMotive, LLC, 42020 Village Center Plaza, Ste 120 #740, Stone Ridge, VA 20105, or by email to legal@vaultmotive.appwith the subject line "DMCA Notice."

10.3 Counter-Notices and Repeat Infringers

If You believe Your content was removed by mistake or misidentification, You may submit a counter-notice containing the information required by 17 U.S.C. § 512(g)(3). We may restore the content unless the original complainant files a court action within the statutory window. We will terminate the accounts of repeat infringers in appropriate circumstances.

11. Intellectual Property

11.1 VaultMotive Intellectual Property

The Service, including all software, designs, text, graphics, logos, icons, images, audio clips, and the selection and arrangement thereof, is owned by VaultMotive or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

11.2 Trademarks

"VaultMotive," the VaultMotive logo, and all related names, logos, product and service names, designs, and slogans are trademarks of VaultMotive or its affiliates. You may not use such marks without Our prior written permission.

11.3 Feedback

If You provide VaultMotive with any feedback, suggestions, or ideas regarding the Service ("Feedback"), You hereby grant VaultMotive a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to compensate You.

11.4 Third-Party Intellectual Property

The Service may include third-party software, content, and services that are subject to separate license terms. Your use of such third-party materials is subject to those terms in addition to these Terms.

12. Payment Terms and Subscription

12.1 Subscription Plans

VaultMotive offers various subscription plans with different features and pricing:

• Starter Plan: Core features for individual use
• Premium Plan: Enhanced features for small teams
• Pro Plan: Advanced features for growing businesses
• Enterprise Plan: Custom solutions for large organizations

Current pricing and feature details are available at our pricing page.

12.2 Free Trials

We may offer free trials at Our discretion. Trial length and terms are stated at signup. Unless You cancel before the end of the trial, Your subscription will begin automatically and the payment method on file (if any) will be charged at the then-current rate for the plan You selected. We reserve the right to modify or discontinue free trial offers at any time.

12.3 Billing Cycles

Subscriptions are billed on a monthly or annual basis, depending on Your selection. Annual subscriptions receive a discount as indicated on our pricing page.

12.4 Auto-Renewal

Your subscription will automatically renew at the end of each billing period unless You cancel before the renewal date. You will be charged the then-current subscription rate for the renewal period. You may cancel at any time from Your billing settings; cancellation takes effect at the end of the current billing period.

12.5 Payment Methods

We accept payment via credit card, debit card, and other payment methods as indicated during checkout. Payment processing is handled by Stripe, Inc. Your payment information is provided directly to Stripe and is subject to Stripe's terms of service and privacy policy. VaultMotive does not store Your full card details on Our servers.

12.6 Failed Payments

If Your payment fails, We will attempt to process the payment again and may suspend Your access to paid features until payment is successfully processed. We may terminate Your subscription after multiple failed payment attempts.

12.7 Refund Policy

Subscription fees are generally non-refundable. However, We may provide refunds or credits at Our sole discretion in cases of:

• Duplicate charges
• Service unavailability exceeding the availability commitments in Section 13
• Other circumstances at Our discretion, or where a refund is required by applicable law

12.8 Price Changes

VaultMotive reserves the right to modify subscription pricing at any time. We will provide at least thirty (30) days' notice before any price increase takes effect. Continued use of the Service after the price change constitutes acceptance of the new pricing.

12.9 Taxes

All prices are exclusive of applicable taxes unless otherwise stated. You are responsible for paying all applicable sales, use, VAT, GST, and other taxes associated with Your subscription.

13. Service Availability

13.1 Target Uptime

VaultMotive targets 99.9% uptime for the Service, measured monthly. Uptime is calculated as the total minutes in a month minus unscheduled downtime, divided by total minutes in the month. This is a target, not a guarantee, except as expressly provided in a signed Enterprise agreement.

13.2 Scheduled Maintenance

We may perform scheduled maintenance during off-peak hours (typically between 2:00 AM and 6:00 AM Eastern Time). We will provide advance notice of scheduled maintenance when possible. Scheduled maintenance is excluded from uptime calculations.

13.3 Service Credits

For Enterprise plan customers, if monthly uptime falls below 99.9%, service credits may be available upon request. Contact support for details.

13.4 Availability Exclusions

Availability commitments do not apply to:

• Scheduled maintenance
• Force majeure events
• Issues caused by Your equipment, software, or network
• Issues caused by third-party services
• Features designated as "beta" or "preview"
• Abuse or violation of these Terms

14. Data Processing and Privacy

14.1 Privacy Policy

Our collection, use, and protection of Your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

14.2 Data Controller/Processor

For purposes of applicable data protection laws, VaultMotive acts as a data processor with respect to personal data contained in User Content that You upload to the Service — including personal data about Your own customers, vendors, and contacts. You remain the data controller for such data and are responsible for having a lawful basis to collect it and for compliance with applicable data protection laws. VaultMotive acts as a data controller for Your Account registration data and Our own billing, marketing, and analytics data.

14.3 Subprocessors

We use a limited set of third-party service providers to operate the Service. The current list of subprocessors and service providers, what they process, and why, is published at our subprocessors page. We update that page before adding a new provider that processes customer personal data.

14.4 Data Export

You may export Your data at any time using the data export feature in Account settings. Exports are available in JSON and CSV formats. Export files are available for download for seven (7) days after generation.

14.5 Data Retention

We retain Your data for as long as Your Account is active or as needed to provide the Service. Upon account deletion, data is retained for thirty (30) days to allow for account recovery, after which it is permanently deleted, subject to the specific retention windows (for example, for audit logs and financial records) described in our Privacy Policy and to legal retention requirements.

14.6 International Data Transfers

The Service is hosted in the United States. If You access the Service from outside the United States, Your data may be transferred to and processed in the United States. By using the Service, You consent to such transfers.

15. Third-Party Services

15.1 Third-Party Integrations

The Service integrates with and relies upon various third-party services, including:

• Cloud Infrastructure Providers: Hosting, storage, and content delivery (Amazon Web Services)
• Stripe: Payment processing
• SMS and Email Providers: Message delivery (Twilio, Twilio SendGrid)
• AI/ML Services: Voice transcription, OCR, document extraction, and classification
• Vehicle Data Services: VIN decoding and market pricing data (see Section 17)
• Sign-In Providers: Google and Apple authentication services

The full list is maintained at our subprocessors page.

15.2 Third-Party Terms

Your use of third-party services through the Service may be subject to the terms and conditions of those third-party providers. We are not responsible for third-party services.

15.3 Third-Party Liability

VaultMotive is not liable for any loss, damage, or disruption caused by third-party services, including but not limited to service outages, data loss, or security breaches originating from third-party systems.

16. AI Features and Automated Processing

16.1 AI-Assisted Features

The Service uses artificial intelligence and machine learning technologies — including third-party AI service providers — to power features such as document OCR and data extraction, document classification, parts identification and categorization, voice-to-text transcription, and import processing. When You use these features, the relevant Content (for example, a document image or voice recording) is transmitted to Our AI service providers for processing.

16.2 No Training on Your Content

We do not use Your User Content to train Our own AI models, and We engage AI service providers under terms that do not permit them to use Your Content to train their models.

16.3 AI Output Accuracy

16.4 Human Review

AI features are assistive tools, not decision-makers. You are responsible for all decisions made and records created using the Service, including any decision informed by AI-generated output.

17. Vehicle Data, Valuations, Maintenance Plans, and Market Pricing

17.1 Informational Purposes Only

17.2 Data Sources

Vehicle specifications, valuations, and market data are compiled from public databases (including the NHTSA vPIC VIN database), auction results, market listings, and third-party data services. These sources may contain errors, omissions, or outdated information, and coverage varies by vehicle. VaultMotive does not verify and does not warrant the accuracy, completeness, or timeliness of any third-party or public data presented through the Service.

17.3 No Reliance

You agree that You will independently verify any vehicle data, valuation, or pricing information before relying on it in any transaction, listing, insurance application, or legal or financial matter, and that VaultMotive has no liability for decisions You make in reliance on such information.

17.4 Maintenance Plans, Failure Predictions, and Cost Estimates

The Service may present maintenance plans, failure predictions (including failure matrices), and preventive and reactive cost estimates that are shared by other members of the community or generated using artificial intelligence. Some of these outputs are reviewed by Us before they are made available; that review checks for policy compliance and is not a verification of technical accuracy.

18. Mobile Applications and Apple App Store Terms

18.1 Mobile App License

Subject to these Terms, We grant You a limited, non-exclusive, non-transferable, revocable license to install and use the Mobile App on devices You own or control, solely to access and use the Service.

18.2 App Store Acknowledgement

If You download the Mobile App from the Apple App Store, the following additional terms apply:

• Acknowledgement: These Terms are an agreement between You and VaultMotive only, not with Apple Inc. ("Apple"). VaultMotive, not Apple, is solely responsible for the Mobile App and its content.
• Scope of License: Your license to the Mobile App is limited to a non-transferable license to use it on Apple-branded products that You own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions (except that the Mobile App may be accessed and used by other accounts associated with You via Family Sharing or volume purchasing).
• Maintenance and Support: VaultMotive is solely responsible for providing any maintenance and support for the Mobile App. Apple has no obligation to furnish any maintenance or support services.
• Warranty: VaultMotive is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the Mobile App fails to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price of the Mobile App (if any) to You. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Mobile App.
• Product Claims: VaultMotive, not Apple, is responsible for addressing any claims by You or a third party relating to the Mobile App or Your possession or use of it, including product liability claims, claims that the Mobile App fails to conform to legal or regulatory requirements, and claims under consumer protection or similar legislation.
• Intellectual Property Claims: In the event of any third-party claim that the Mobile App or Your possession and use of it infringes that third party's intellectual property rights, VaultMotive, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of such claim.
• Legal Compliance: You represent and warrant that (a) You are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country, and (b) You are not listed on any U.S. Government list of prohibited or restricted parties.
• Developer Contact: Questions, complaints, or claims regarding the Mobile App may be directed to VaultMotive, LLC, 42020 Village Center Plaza, Ste 120 #740, Stone Ridge, VA 20105, or support@vaultmotive.app.
• Third-Party Terms: You must comply with applicable third-party terms of agreement when using the Mobile App (for example, Your wireless data service agreement).
• Third-Party Beneficiary: Apple and Apple's subsidiaries are third-party beneficiaries of these Terms as they relate to the Mobile App, and upon Your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as a third-party beneficiary.

18.3 Device Features

The Mobile App may request access to device features such as the camera, photo library, microphone, and biometric authentication (Face ID / Touch ID). These permissions are optional and used solely to provide the corresponding features. Biometric data is processed on Your device by the operating system and is never transmitted to VaultMotive.

19. API Usage

19.1 API Access

VaultMotive may provide API access to certain features of the Service. API access may be subject to additional terms and rate limits.

19.2 Rate Limits

API usage is subject to rate limits that vary by subscription plan. Exceeding rate limits may result in temporary or permanent restriction of API access.

19.3 API Keys

API keys are confidential credentials that provide access to Your Account. You are responsible for keeping Your API keys secure. Do not expose API keys in client-side code or public repositories.

19.4 Permitted API Use

You may use the API to integrate the Service with Your own applications and workflows. You may not use the API to create a competing service, resell access, or violate these Terms.

20. Disclaimers and Warranties

20.1 No Warranty of Accuracy

VaultMotive does not warrant or guarantee the accuracy, reliability, or completeness of any data, information, or content processed through the Service, including but not limited to:

• Voice-to-text transcription outputs
• OCR (Optical Character Recognition) text extraction
• AI-powered classifications and categorizations
• Automated data extraction from documents
• Vehicle information, specifications, valuations, and market pricing data

You are solely responsible for verifying the accuracy of any data processed by the Service before relying on it for business or legal purposes.

20.2 No Professional Advice

The Service and all content provided through it do not constitute legal, tax, accounting, financial, investment, insurance, or appraisal advice. You should consult qualified professionals for advice specific to Your situation.

20.3 No Warranty of Availability

VaultMotive does not warrant that the Service will be uninterrupted, timely, secure, or error-free. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.

20.4 No Warranty of Data Preservation

While We maintain regular backups and employ industry-standard security measures, VaultMotive does not guarantee that Your data will be preserved indefinitely or protected from all forms of loss. You are responsible for maintaining Your own backups of critical data.

20.5 Beta Features

Features designated as "beta," "preview," or "experimental" are provided for testing purposes and may be modified or discontinued without notice. Beta features are provided without any warranties and may contain bugs or errors.

20.6 Third-Party Content

VaultMotive is not responsible for any third-party content, products, or services that may be accessed through the Service.

21. Limitation of Liability

21.1 Exclusion of Indirect Damages

ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

• Loss of profits, revenue, or business
• Loss of data or data corruption
• Loss of goodwill or reputation
• Business interruption
• Cost of substitute goods or services
• Any other intangible losses

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF VAULTMOTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VAULTMOTIVE'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO VAULTMOTIVE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

21.3 Force Majeure

VaultMotive shall not be liable for any failure or delay in performing Our obligations under these Terms due to circumstances beyond Our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, power outages, telecommunications failures, or third-party service disruptions.

21.4 Essential Basis

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

21.5 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, Our liability is limited to the maximum extent permitted by law.

22. Indemnification

22.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless VaultMotive, its members, managers, directors, officers, employees, agents, licensors, and service providers from and against any claims, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your User Content, including any claims that Your User Content infringes third-party intellectual property rights
• Your violation of any third-party rights
• Your violation of any applicable laws, rules, or regulations
• Any misrepresentation made by You
• Any third-party claims arising from Your use of the Service, including any marketplace transaction between You and another user
• Your breach of Your representations and warranties under these Terms

22.2 Indemnification Procedure

VaultMotive will: (a) promptly notify You of any claim subject to indemnification; (b) provide You with reasonable cooperation in the defense of such claim at Your expense; and (c) allow You to control the defense and settlement of such claim, provided that You may not settle any claim that admits liability on behalf of VaultMotive or imposes obligations on VaultMotive without Our prior written consent.

22.3 VaultMotive Right to Participate

VaultMotive reserves the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and You agree to cooperate with Our defense of such claims.

23. Account Termination

23.1 Termination by You

You may terminate Your Account at any time by using the account deletion feature in Your Account settings. Upon initiating deletion:

• Your Account will enter a thirty (30) day grace period
• During the grace period, You may cancel the deletion by logging in
• After the grace period, Your Account and data will be permanently deleted
• We recommend exporting Your data before initiating deletion

23.2 Termination by VaultMotive

VaultMotive may suspend or terminate Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms. Grounds for termination include:

• Violation of these Terms or the Acceptable Use Policy
• Fraudulent or illegal activity
• Non-payment of fees
• Extended period of inactivity
• Requests by law enforcement or government agencies
• Unexpected technical or security issues

23.3 Effect of Termination

Upon termination:

• Your right to access and use the Service will immediately cease
• We may delete Your Account and all associated data
• Any outstanding fees become immediately due and payable
• You remain bound by the provisions of these Terms that by their nature should survive termination

23.4 Data Export Window

If We terminate Your Account, We will make reasonable efforts to provide a window of at least seven (7) days for You to export Your data, unless termination is due to illegal activity, Terms violation, or legal requirements.

23.5 No Refunds on Termination

Termination of Your Account does not entitle You to any refund of fees paid, except as may be required by applicable law or as described in Section 12.7 (Refund Policy).

23.6 Surviving Provisions

Sections 9 (User Content), 11 (Intellectual Property), 20 (Disclaimers), 21 (Limitation of Liability), 22 (Indemnification), 24 (Dispute Resolution), and 25 (Governing Law) shall survive any termination of these Terms.

24. Dispute Resolution

24.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, You agree to first contact Us at legal@vaultmotive.app to attempt to resolve the dispute informally. We will attempt to resolve the dispute within thirty (30) days. If the dispute is not resolved within thirty (30) days, either party may proceed to formal dispute resolution.

24.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitrationadministered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

Arbitration shall take place in Wilmington, Delaware, unless the parties mutually agree to a different location or virtual proceedings. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

24.3 Class Action Waiver

YOU AND VAULTMOTIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both You and VaultMotive agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

24.4 Small Claims Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes or claims within the scope of that court's jurisdiction (typically claims under $10,000).

24.5 Arbitration Opt-Out

You may opt out of the arbitration agreement and class action waiver in this Section 24 by sending written notice to legal@vaultmotive.app with the subject line "Arbitration Opt-Out" within thirty (30) days of first accepting these Terms. Your notice must include Your name, the email address associated with Your Account, and a clear statement that You wish to opt out. Opting out does not affect any other provision of these Terms.

24.6 Jury Trial Waiver

BY AGREEING TO THESE TERMS, YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL. This waiver applies to any claims that are not subject to arbitration.

24.7 Time Limitation

Any cause of action or claim You may have arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action or claim is permanently barred.

25. Governing Law and Jurisdiction

25.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

25.2 Exclusive Jurisdiction

For any disputes not subject to arbitration, You agree to submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

25.3 International Users

If You access the Service from outside the United States, You do so at Your own risk and are responsible for compliance with local laws. These Terms shall still be governed by Delaware law regardless of Your location.

26. Modifications to Terms

26.1 Right to Modify

VaultMotive reserves the right to modify these Terms at any time. We will notify You of any material changes by posting the new Terms on the Service and updating the "Effective Date" at the top of these Terms.

26.2 Notice of Changes

For material changes, We will provide at least thirty (30) days' notice before the changes take effect. Notice may be provided via email, in-app notification, or by posting on the Service.

26.3 Acceptance of Changes

Your continued use of the Service after any modifications to the Terms constitutes Your acceptance of the revised Terms. If You do not agree to the modified Terms, You must stop using the Service and may terminate Your Account.

27. Severability

If any provision of these Terms is held to be unenforceable or invalid by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

28. Entire Agreement

These Terms, together with our Privacy Policy and any other agreements or policies referenced herein, constitute the entire agreement between You and VaultMotive regarding the Service and supersede all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of VaultMotive.

29. Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Our prior written consent. VaultMotive may assign these Terms without Your consent to: (a) a parent, subsidiary, or affiliate; (b) an acquirer of assets; or (c) a successor by merger. Any purported assignment in violation of this section shall be void.

30. Waiver

The failure of VaultMotive to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of VaultMotive.

31. Notices

All notices to VaultMotive should be sent to:

• Legal inquiries: legal@vaultmotive.app
• Privacy inquiries: privacy@vaultmotive.app
• General support: support@vaultmotive.app
• Mail: VaultMotive, LLC, 42020 Village Center Plaza, Ste 120 #740, Stone Ridge, VA 20105

Notices to You will be sent to the email address associated with Your Account or through in-app notifications. You are responsible for keeping Your email address current.

32. Contact Information

If You have any questions about these Terms, please contact us:

• Email: legal@vaultmotive.app
• Website: www.vaultmotive.app/contact

VaultMotive, LLC
42020 Village Center Plaza, Ste 120 #740
Stone Ridge, VA 20105

Last Updated: July 15, 2026
Version: 2.0