Terms of Service

1. Definitions

• "Company," "we," "us," or "our" refers to XPCO Inc., a Delaware corporation.
• "User," "you," or "your" refers to any individual or entity that accesses or uses the Service.
• "Content" refers to any text, images, photographs, data, or other materials uploaded, submitted, or displayed through the Service.
• "Vehicle Data" refers to information about vehicles including make, model, year, VIN, and associated restoration documentation.
• "Platform" refers to the Ventura Machina software applications, including Ventura-Vault, Workshop-Recall, and the Validation interface.

2. Eligibility

To use the Service, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction;
• Have the legal capacity to enter into a binding agreement;
• Not be prohibited from using the Service under applicable laws.

If you are using the Service on behalf of a business or organization, you represent that you have authority to bind that entity to these Terms.

3. Account Registration

3.1 Account Creation

To access certain features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration;
• Maintain and promptly update your account information;
• Keep your password secure and confidential;
• Notify us immediately of any unauthorized access to your account.

3.2 Account Security

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

3.3 Account Types

The Service offers different account types with varying permissions:

• Admin: Full access to all features and settings
• Owner: Access to owned vehicle projects and associated data
• Restorer: Access to assigned projects for restoration documentation
• Viewer: Read-only access to shared projects

4. Use of the Service

4.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal or internal business purposes.

4.2 Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws or regulations;
• Infringe upon the intellectual property rights of others;
• Upload or transmit viruses, malware, or other harmful code;
• Attempt to gain unauthorized access to the Service or related systems;
• Interfere with or disrupt the Service or servers;
• Use the Service to harass, abuse, or harm others;
• Impersonate any person or entity;
• Use automated means to access the Service without our permission;
• Reverse engineer, decompile, or disassemble any part of the Service.

4.3 Specific Prohibited Uses

You may not use the Service to:

• Upload content you do not have the right to share;
• Upload images containing illegal content;
• Store or process data unrelated to automotive restoration;
• Resell or redistribute access to the Service without authorization.

5. User Content

5.1 Ownership

You retain ownership of all Content you upload to the Service. By uploading Content, you grant us a worldwide, non-exclusive, royalty-free license to use, store, display, reproduce, and process your Content solely to provide and improve the Service.

5.2 Content Responsibility

You are solely responsible for your Content and the consequences of uploading it. You represent and warrant that:

• You own or have the necessary rights to your Content;
• Your Content does not infringe any third-party rights;
• Your Content complies with all applicable laws;
• You have obtained necessary consents for any personal information in your Content.

5.3 Content Monitoring

We do not actively monitor Content but reserve the right to review and remove Content that violates these Terms or applicable laws. We may use automated systems, including AI, to classify and organize your Content.

5.4 AI Classification

The Service uses artificial intelligence to classify and tag uploaded images. You acknowledge that:

• AI classifications are provided as suggestions and may contain errors;
• You are responsible for reviewing and validating classifications;
• Classification data may be used to improve our AI systems.

6. Intellectual Property

6.1 Service Ownership

The Service, including all software, designs, text, graphics, and other content created by us, is owned by XPCO Inc. and protected by intellectual property laws. Nothing in these Terms grants you any right to our intellectual property except as expressly stated.

6.2 Trademarks

"Ventura Machina," our logos, and other marks are trademarks of XPCO Inc. You may not use our trademarks without our prior written consent.

6.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us the right to use such feedback without restriction or compensation to you.

7. Third-Party Services

7.1 Integrations

The Service may integrate with third-party services (e.g., cloud storage, AI providers). Your use of such services is subject to their respective terms and privacy policies.

7.2 Third-Party Links

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

8. Payment Terms

8.1 Fees

Access to certain features of the Service may require payment of fees. All fees are stated in U.S. dollars unless otherwise specified.

8.2 Billing

If you subscribe to a paid plan:

• Fees are billed in advance on a monthly or annual basis;
• Subscriptions automatically renew unless cancelled;
• You authorize us to charge your payment method for all applicable fees.

8.3 Refunds

Fees are generally non-refundable except as required by law or as expressly stated in writing.

8.4 Price Changes

We may change our fees upon reasonable notice. Continued use of the Service after a price change constitutes acceptance of the new fees.

9. Termination

9.1 Termination by You

You may terminate your account at any time by contacting us at privacy@venturamachina.com or through your account settings.

9.2 Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause, including if we believe you have violated these Terms.

9.3 Effect of Termination

Upon termination:

• Your license to use the Service immediately ends;
• You must cease all use of the Service;
• We may delete your Content after a reasonable period;
• Provisions that by their nature should survive will remain in effect.

9.4 Data Export

Before termination, you may export your Content using the export features provided in the Service.

10. Disclaimers

10.1 "As Is" Basis

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 No Guarantee

We do not warrant that:

• The Service will be uninterrupted, error-free, or secure;
• Any defects will be corrected;
• The Service will meet your requirements;
• AI classifications will be accurate or complete.

10.3 AI Limitations

You acknowledge that AI-generated classifications and suggestions are not guaranteed to be accurate and should not be relied upon as the sole basis for business decisions.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XPCO INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

11.2 Cap on Liability

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

11.3 Essential Purpose

THESE LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnification

You agree to indemnify, defend, and hold harmless XPCO Inc., its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service;
• Your Content;
• Your violation of these Terms;
• Your violation of any third-party rights.

13. Dispute Resolution

13.1 Governing Law

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

13.2 Arbitration

Any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Los Angeles, California.

13.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13.4 Exceptions

Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction for violations of intellectual property rights or confidentiality obligations.

14. European Union Users

If you are located in the European Union, European Economic Area, or United Kingdom:

14.1 Consumer Rights

Nothing in these Terms affects your statutory rights as a consumer under applicable EU/UK law.

14.2 Dispute Resolution

You may also be entitled to submit disputes to the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

14.3 Governing Law

For consumers, mandatory consumer protection laws of your country of residence may apply.

15. California Users

If you are a California resident:

• You waive California Civil Code Section 1542, which provides that a general release does not extend to claims unknown to the releasing party.
• You have specific rights under the California Consumer Privacy Act (CCPA) as described in our Privacy Policy.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and us regarding the Service.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

16.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

16.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.

16.5 Notices

We may provide notices to you via email, through the Service, or by posting on our website. You may contact us at:

16.6 Modifications

We may modify these Terms at any time by posting the revised Terms on our website. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

17. Contact Information

If you have questions about these Terms, please contact us: