Terms of Service

Effective Date: January 15, 2025
Version: 1.0

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, Inc., a Delaware corporation.
• "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.
• "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, 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) for digitizing receipts, invoices, and documents.
• Customer Portal: Client-facing interface for project updates and communication.
• Invoicing and Billing: Quote generation, invoice creation, and payment processing.
• 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.

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.
• 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 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.

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.

10. Intellectual Property

10.1 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.

10.2 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.

10.3 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.

10.4 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.

11. Payment Terms and Subscription

11.1 Subscription Plans

VaultMotive offers various subscription plans with different features and pricing:

• Free Plan: Limited 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 vaultmotive.app/pricing.

11.2 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.

11.3 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.

11.4 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., and is subject to Stripe's terms of service and privacy policy.

11.5 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.

11.6 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 SLA commitments
• Other circumstances at Our discretion

11.7 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.

11.8 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.

12. Service Level Agreement

12.1 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.

12.2 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.

12.3 Service Credits

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

12.4 SLA Exclusions

The SLA does 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

13. Data Processing and Privacy

13.1 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.

13.2 Data Controller/Processor

For purposes of applicable data protection laws, VaultMotive acts as a data processor with respect to User Content that You upload to the Service. You remain the data controller for such data and are responsible for compliance with applicable data protection laws.

13.3 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.

13.4 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 legal retention requirements.

13.5 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.

14. Third-Party Services

14.1 Third-Party Integrations

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

• Amazon Web Services (AWS): Cloud infrastructure and storage
• Stripe: Payment processing
• SMS Providers: Text message delivery
• Email Providers: Email delivery services
• AI/ML Services: Voice transcription, OCR, and classification

14.2 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.

14.3 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.

15. API Usage

15.1 API Access

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

15.2 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.

15.3 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.

15.4 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.

16. Disclaimers and Warranties

16.1 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 and specifications

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

16.2 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.

16.3 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.

16.4 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.

16.5 Third-Party Content

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

17. Limitation of Liability

17.1 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.

17.2 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).

17.3 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.

17.4 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.

17.5 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.

18. Indemnification

18.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless VaultMotive, its 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
• Your breach of Your representations and warranties under these Terms

18.2 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.

18.3 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.

19. Account Termination

19.1 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

19.2 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

19.3 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

19.4 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.

19.5 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 11.6 (Refund Policy).

19.6 Surviving Provisions

Sections 9 (User Content), 10 (Intellectual Property), 16 (Disclaimers), 17 (Limitation of Liability), 18 (Indemnification), 20 (Dispute Resolution), and 21 (Governing Law) shall survive any termination of these Terms.

20. Dispute Resolution

20.1 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.

20.2 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.

20.3 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.

20.4 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).

20.5 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.

20.6 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.

21. Governing Law and Jurisdiction

21.1 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.

21.2 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.

21.3 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.

22. Modifications to Terms

22.1 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.

22.2 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.

22.3 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. Notices

All notices to VaultMotive should be sent to:

• Legal inquiries: legal@vaultmotive.app
• Privacy inquiries: privacy@vaultmotive.app
• General support: support@vaultmotive.app

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.

28. Contact Information

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

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

VaultMotive, Inc.
A Delaware Corporation

Last Updated: January 15, 2025
Version: 1.0