Legal

Terms of Service

XPCO, Inc. Motrvu Platform Terms of Service

Effective Date: March 27, 2026

Last Updated: March 27, 2026

1. Introduction and Acceptance of Terms

Welcome to Motrvu (“Platform”), a white-labeled advertising campaign management and inventory platform operated by XPCO, Inc. (“XPCO,” “we,” “us,” or “our”), a Delaware corporation with operations in California.

By accessing or using the Platform, you (“User,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). If you are entering into these Terms on behalf of a company or other legal entity (“Organization”), you represent that you have the authority to bind such entity to these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

2. Definitions

  • “Account” means the user account created to access the Platform.
  • “Authorized Users” means individuals authorized by an Organization to access the Platform.
  • “Campaign” means an advertising campaign created and managed through the Platform.
  • “Client Data” means all data, including personal information, uploaded, submitted, or generated through use of the Platform.
  • “Creatives” means advertising assets including images, videos, audio, and other media.
  • “Leads” means prospective customer information captured through advertising campaigns.
  • “OEM” means Original Equipment Manufacturer (automotive manufacturer).
  • “Platform” means the Motrvu software application and all associated services.
  • “Services” means all services provided through the Platform.

3. Description of Services

3.1 Platform Services

Motrvu provides automotive dealerships, dealer groups, and OEMs with:

  • Campaign Management: Creation, submission, and management of advertising campaigns across multiple platforms including Meta (Facebook/Instagram), TikTok, YouTube, Google Ads, and Spotify.
  • Lead Management: Capture, tracking, and management of leads generated from advertising campaigns.
  • Inventory Management: Vehicle inventory upload, management, and advertising cycle coordination.
  • Analytics and Reporting: Real-time performance dashboards, metrics tracking, and automated reporting.
  • Asset Management: Creative asset library, upload, and platform-specific variant management.

3.2 Third-Party Integrations

The Platform integrates with third-party services, including but not limited to 3VA for advertising optimization. Your use of such integrated services is subject to their respective terms and policies.

4. Account Registration and Security

4.1 Account Creation

To use the Platform, you must create an Account and provide accurate, current, and complete information. You agree to update your information to maintain its accuracy.

4.2 Account Types

The Platform supports multiple organization types:

  • Individual Dealers
  • Dealer Groups (with subsidiary dealers)
  • OEMs (Original Equipment Manufacturers)

4.3 User Roles and Access

Organizations may assign users to various roles including:

  • Organization Administrator
  • Manager
  • Analyst
  • Sales Representative

Each role has defined permissions and access levels.

4.4 Account Security

You are responsible for:

  • Maintaining the confidentiality of your login credentials
  • All activities that occur under your Account
  • Notifying us immediately of any unauthorized access
  • Ensuring Authorized Users comply with these Terms

4.5 Multi-Factor Authentication

We may require multi-factor authentication for Account access. You agree to enable and maintain such security measures as required.

5. User Obligations

5.1 Compliance

You agree to:

  • Use the Platform only for lawful purposes and in accordance with these Terms.
  • Comply with all applicable laws, regulations, and industry standards, including but not limited to:
    • Advertising regulations (FTC, NAD)
    • Consumer protection laws
    • Data protection laws (GDPR, CCPA)
    • Automotive industry regulations
  • Ensure all advertising content complies with platform-specific policies (Meta, Google, TikTok, etc.).
  • Obtain all necessary consents for the collection and use of personal information.

5.2 Accurate Information

You represent and warrant that:

  • All information provided is accurate, current, and complete.
  • All vehicle inventory information is accurate and reflects actual available inventory.
  • All lead information is handled in compliance with applicable privacy laws.

5.3 Content Standards

All content uploaded to the Platform must:

  • Not infringe any third-party intellectual property rights.
  • Not contain false, misleading, or deceptive claims.
  • Not contain malware, viruses, or harmful code.
  • Comply with all applicable advertising laws and platform policies.

6. Prohibited Uses

You agree NOT to:

  • Use the Platform for any illegal or unauthorized purpose.
  • Upload content that infringes intellectual property rights.
  • Transmit spam, chain letters, or unsolicited communications.
  • Attempt to gain unauthorized access to Platform systems.
  • Interfere with or disrupt the Platform or servers.
  • Use automated means to access the Platform without authorization.
  • Reverse engineer, decompile, or disassemble the Platform.
  • Sublicense, resell, or redistribute access to the Platform without authorization.
  • Use the Platform to collect or harvest user information without consent.
  • Impersonate any person or entity.
  • Upload false vehicle inventory or lead information.
  • Engage in fraudulent advertising practices.

7. Fees and Payment

7.1 Subscription Fees

Access to the Platform requires payment of applicable subscription fees as set forth in your Service Agreement.

7.2 Payment Terms

  • Fees are invoiced according to your contract terms (Net 15, 30, 45, or 60 days).
  • All fees are non-refundable except as expressly stated.
  • We may suspend access for non-payment.

7.3 Fee Structures

Fees may be structured as:

  • Flat monthly fees
  • Percentage of Total Advertising Under Management (TAUM)
  • Hybrid arrangements
  • Custom arrangements

7.4 Taxes

You are responsible for all applicable taxes, excluding taxes based on our net income.

8. Intellectual Property

8.1 Platform Ownership

The Platform, including all software, designs, text, graphics, and other content provided by XPCO, is owned by or licensed to XPCO and protected by intellectual property laws.

8.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Platform for your internal business purposes.

8.3 User Content

  • You retain ownership of all Client Data and Creatives you upload.
  • You grant XPCO a non-exclusive license to use, process, and display your content as necessary to provide the Services.
  • You represent that you have all necessary rights to the content you upload.

8.4 Feedback

Any feedback, suggestions, or ideas you provide may be used by XPCO without obligation or compensation to you.

8.5 Trademarks

All trademarks, service marks, and logos displayed on the Platform are property of their respective owners. You may not use any marks without prior written consent.

9. Data and Privacy

9.1 Privacy Policy

Your use of the Platform is subject to our Privacy Policy, which is incorporated by reference into these Terms.

9.2 Data Processing

For Organizations subject to GDPR or similar laws, our Data Processing Agreement governs data processing activities.

9.3 Data Security

We implement industry-standard security measures including:

  • AES-256-GCM encryption for sensitive data at rest
  • TLS encryption for data in transit
  • Role-based access controls
  • Regular security assessments

9.4 Data Retention

We retain data in accordance with our Data Retention Policy and applicable legal requirements.

10. Third-Party Services

10.1 Advertising Platforms

The Platform integrates with third-party advertising platforms including Meta, Google, TikTok, YouTube, and Spotify. Your use of these platforms is subject to their respective terms.

10.2 3VA Integration

Campaign optimization services are provided through our integration with 3VA. We are not responsible for 3VA's performance or availability.

10.3 Authentication Services

User authentication is provided through Clerk. Your use is subject to Clerk's terms of service.

10.4 No Endorsement

Integration with third-party services does not imply endorsement or affiliation.

11. Service Availability

11.1 Availability

We strive to maintain Platform availability but do not guarantee uninterrupted access. Scheduled maintenance will be communicated in advance when possible.

11.2 Modifications

We may modify, suspend, or discontinue any part of the Platform at any time with reasonable notice.

11.3 Support

Support is provided according to your Service Agreement terms.

12. Warranties and Disclaimers

12.1 Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • MERCHANTABILITY
  • FITNESS FOR A PARTICULAR PURPOSE
  • NON-INFRINGEMENT
  • ACCURACY OR COMPLETENESS OF CONTENT
  • UNINTERRUPTED OR ERROR-FREE OPERATION

12.2 Third-Party Content

We do not warrant or endorse any third-party content, products, or services.

12.3 Advertising Results

We do not guarantee any specific advertising results, leads, sales, or return on investment.

13. Limitation of Liability

13.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XPCO SHALL NOT BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
  • LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
  • COST OF SUBSTITUTE SERVICES
  • DAMAGES ARISING FROM UNAUTHORIZED ACCESS OR USE

13.2 Liability Cap

XPCO'S TOTAL LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF:

  • The fees paid by you in the twelve (12) months preceding the claim, OR
  • One thousand dollars ($1,000).

13.3 Basis of the Bargain

THE LIMITATIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN.

13.4 Jurisdictional Limitations

Some jurisdictions do not allow certain limitations. In such cases, our liability is limited to the maximum extent permitted by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless XPCO, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from:

  • Your use of the Platform
  • Your violation of these Terms
  • Your violation of any third-party rights
  • Your advertising content or campaigns
  • Your handling of lead or customer data
  • Claims by end consumers relating to your advertising

15. Term and Termination

15.1 Term

These Terms remain in effect until terminated by either party.

15.2 Termination by You

You may terminate by providing written notice and ceasing use of the Platform.

15.3 Termination by XPCO

We may terminate or suspend your access:

  • For breach of these Terms
  • For non-payment
  • If required by law
  • If we discontinue the Platform

15.4 Effect of Termination

Upon termination:

  • Your access to the Platform will cease.
  • You must cease all use of the Platform.
  • We may delete your data after a reasonable period (typically 90 days).
  • Provisions that should survive termination will remain in effect.

15.5 Survival

Sections relating to intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution survive termination.

16. Dispute Resolution

16.1 Governing Law

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

16.2 Arbitration

Any dispute arising from these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.

16.3 Arbitration Location

Arbitration shall take place in Wilmington, Delaware, or another mutually agreed location.

16.4 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES INDIVIDUALLY AND WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATION.

16.5 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction.

16.6 Time Limitation

Any claim must be brought within one (1) year after the cause of action arises.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy, Data Processing Agreement, and any Service Agreement, constitute the entire agreement between the parties.

17.2 Amendments

We may amend these Terms by posting updated terms on the Platform. Continued use constitutes acceptance of amendments. Material changes will be communicated via email or Platform notification.

17.3 Assignment

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

17.4 Waiver

Failure to enforce any provision does not constitute a waiver.

17.5 Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

17.6 Force Majeure

Neither party is liable for delays due to circumstances beyond reasonable control.

17.7 Notices

Notices to XPCO should be sent to:

XPCO, Inc.

Delaware, USA

Attn: Legal Department

Email: info@motrvu.com

Notices to you will be sent to the email address associated with your Account.

17.8 Independent Contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.

17.9 Export Compliance

You agree to comply with all applicable export control laws.

18. Contact Information

For questions about these Terms:

XPCO, Inc.

Delaware, USA

Email: info@motrvu.com

Website: https://motrvu.com

19. Additional Terms for European Users

19.1 Consumer Rights

If you are a consumer in the European Economic Area (EEA), you have certain statutory rights that cannot be waived. Nothing in these Terms affects those rights.

19.2 Complaints

EU users may submit complaints to their local consumer protection authority or use the European Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

19.3 Data Protection

For users in the EEA, UK, or Switzerland, additional data protection terms apply as set forth in our Privacy Policy and Data Processing Agreement.

BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

Version 1.0

Questions about these terms? Contact us at:

getstarted@motrvu.com

MOTRVU, a subsidiary of XPCO Holdings Inc.