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Terms of Service

Last Updated: February 8, 2026

1. Introduction

Welcome to ShopWerks, operated by Pacella Cloudworks LLC ("ShopWerks," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our website, software, and services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you disagree with any part of these Terms, you may not access or use the Service.

2. Accounts and Registration

2.1 Account Creation

To use certain features of the Service, you must register for an account. When you register, you agree to:

  • Provide accurate, current, and complete information
  • Maintain and promptly update your account information
  • Maintain the security and confidentiality of your account credentials
  • Notify us immediately of any unauthorized use of your account
  • Accept responsibility for all activities that occur under your account

2.2 Account Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts to use the Service. By creating an account, you represent and warrant that you meet these requirements.

2.3 Business Accounts

If you are using the Service on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" refers to both you individually and that entity.

2.4 Account Termination

We reserve the right to suspend or terminate your account at any time, with or without notice, for any reason, including if we believe you have violated these Terms. You may terminate your account at any time by contacting us at support@shopwerks.ai.

3. Services and Features

3.1 Service Description

ShopWerks provides tools to help automotive repair shops create audit-ready documentation, including:

  • Check My Story: Checking and rewriting cause and correction statements for warranty compliance
  • Audit RO: Scanning repair orders for compliance gaps with per-job analysis
  • Batch Audit: Processing up to 50 repair orders at once with progress tracking and hours-at-risk analysis
  • Quick Stories: Pre-built templates for common repairs with OEM-specific terminology
  • Compliance Dashboard: Tracking compliance metrics, trends, and documentation gaps over time
  • Audit History: Viewing and filtering all past audits

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

3.3 Service Availability

We target 99.9% uptime for the Service, measured on a monthly basis, excluding scheduled maintenance windows. This is a target, not a guarantee. Scheduled maintenance will be communicated in advance when possible. We do not offer service credits or compensation for downtime. For enterprise customers who require formal service level commitments, please contact us at sales@shopwerks.ai to discuss a custom agreement.

3.4 Beta Features

We may offer beta or experimental features. These features are provided "as is" without warranties of any kind and may be modified or discontinued at any time without notice.

4. Acceptable Use

4.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree to use the Service solely for your legitimate business purposes in the automotive repair industry.

4.2 Prohibited Conduct

You agree not to:

  • Violate any applicable local, state, national, or international law or regulation
  • Infringe upon or violate our intellectual property rights or the rights of others
  • Submit false, inaccurate, or misleading information
  • Upload or transmit viruses, malware, or any other malicious code
  • Attempt to gain unauthorized access to any portion of the Service or related systems
  • Use the Service to harass, abuse, or harm another person or entity
  • Interfere with or disrupt the Service or servers or networks connected to the Service
  • Use any automated means (including bots, scrapers, or crawlers) to access the Service
  • Reverse engineer, decompile, or disassemble any part of the Service
  • Remove, obscure, or alter any proprietary rights notices on the Service
  • Use the Service to compete with us or develop a competing product
  • Resell, sublicense, or otherwise commercialize the Service without our written permission
  • Share your account credentials with others or allow multiple users to access a single-user account

5. Payment Terms

5.1 Subscription Plans

Access to certain features of the Service requires payment of subscription fees. Current pricing and plan details are available on our website.

5.2 Payment Authorization

By providing payment information, you authorize us to charge your chosen payment method for all fees due. You agree to maintain valid payment information on file.

5.3 Billing Cycle

Subscription fees are billed in advance on a recurring basis (monthly or annually, depending on your selected plan). Your subscription will automatically renew at the end of each billing period unless you cancel.

5.4 Price Changes

We reserve the right to change our pricing at any time. Price changes will take effect at the start of your next billing cycle after we provide at least 30 days' notice. Your continued use of the Service after the price change constitutes your acceptance of the new pricing.

5.5 Taxes

All fees are exclusive of applicable taxes (including sales, use, and value-added taxes). You are responsible for paying all applicable taxes associated with your use of the Service.

5.6 Refunds

Subscription fees are generally non-refundable. We may provide refunds on a case-by-case basis at our sole discretion. Contact support@shopwerks.ai to request a refund.

5.7 Late Payments

If payment is not received by the due date, we may suspend or terminate your access to the Service. We reserve the right to charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

6. Intellectual Property

6.1 Our Intellectual Property

The Service and its original content, features, functionality, software, algorithms, and documentation are and will remain the exclusive property of Pacella Cloudworks LLC and its licensors. The Service is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 License to Use Service

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

6.3 Trademarks

"ShopWerks" and the ShopWerks logo are trademarks of Pacella Cloudworks LLC. You may not use our trademarks without our prior written consent.

6.4 Your Content

You retain all rights to the repair documentation, notes, and other content you upload or input into the Service ("Your Content"). By using the Service, you grant us a limited license to process Your Content solely to provide the Service to you.

6.5 Generated Content

You own the documentation and reports generated by the Service based on Your Content ("Generated Content"). We do not claim ownership of Generated Content, but we may use anonymized, aggregated data derived from Your Content to improve the Service.

6.6 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Service without compensation or attribution to you.

7. Data and Privacy

7.1 Privacy Policy

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

7.2 Customer Data Protection

We implement technical and organizational measures to protect your data as described in our Privacy Policy. However, you acknowledge that no security measures are perfect and we cannot guarantee the absolute security of your data.

7.3 Your Responsibilities

You are responsible for:

  • Ensuring you have the right to upload and process any data you submit to the Service
  • Complying with all applicable privacy and data protection laws
  • Obtaining necessary consents from your customers before processing their data

7.4 Data Processing Agreement

For enterprise customers requiring a formal Data Processing Agreement, please contact us at privacy@shopwerks.ai.

8. Warranty Disclaimers

8.1 "AS IS" Service

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

8.2 No Guarantee of Compliance

WHILE SHOPWERKS IS DESIGNED TO HELP IMPROVE DOCUMENTATION QUALITY, WE DO NOT GUARANTEE THAT USE OF THE SERVICE WILL RESULT IN PASSING AUDITS, AVOIDING DENIED CLAIMS, OR COMPLIANCE WITH ANY SPECIFIC WARRANTY PROGRAM REQUIREMENTS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR DOCUMENTATION MEETS APPLICABLE REQUIREMENTS.

8.3 No Guarantee of Accuracy

WE DO NOT WARRANT THAT THE SERVICE WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR UNINTERRUPTED. THE SERVICE MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS. YOU ARE RESPONSIBLE FOR REVIEWING ALL GENERATED CONTENT BEFORE USING IT.

8.4 Third-Party Services

The Service may integrate with or rely on third-party services (including third-party processing services). We are not responsible for any third-party services or their availability, accuracy, or performance.

8.5 No Professional Advice

THE SERVICE DOES NOT CONSTITUTE LEGAL, ACCOUNTING, OR PROFESSIONAL ADVICE. YOU SHOULD CONSULT WITH APPROPRIATE PROFESSIONALS REGARDING COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.

8.6 Professional Liability Coverage

Pacella Cloudworks LLC maintains Errors and Omissions (E&O) insurance through biBerk, a Berkshire Hathaway company. This coverage applies to claims arising from professional services rendered through ShopWerks. The existence of this insurance does not expand our liability beyond the limits set forth in Section 9 of these Terms.

9. Limitation of Liability

9.1 Damages Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PACELLA CLOUDWORKS LLC, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

  • LOSS OF PROFITS, REVENUE, OR BUSINESS
  • LOSS OF DATA OR INFORMATION
  • LOSS OF GOODWILL OR REPUTATION
  • BUSINESS INTERRUPTION
  • COST OF SUBSTITUTE SERVICES
  • DENIED WARRANTY CLAIMS OR CUT LABOR HOURS

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Total Liability

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING 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 DOLLARS ($100).

9.3 Basis of the Bargain

YOU ACKNOWLEDGE THAT WE HAVE SET OUR PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, THAT THE SAME REFLECT AN ALLOCATION OF RISK BETWEEN US AND YOU, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU.

9.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations above may not apply to you. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Pacella Cloudworks LLC and its officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, liabilities, expenses, damages, and costs, including reasonable attorneys' fees, arising from or relating to:

  • Your use of the Service
  • Your violation of these Terms
  • Your violation of any rights of another party
  • Your violation of any applicable laws or regulations
  • Your Content or any content you submit through the Service
  • Any claim that your use of the Service caused damage to a third party

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

11. Dispute Resolution

11.1 Governing Law

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

11.2 Venue

Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Williamson County, Texas, and you consent to personal jurisdiction and venue in such courts.

11.3 Informal Resolution

Before filing a claim, you agree to contact us at legal@shopwerks.ai to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith.

11.4 Arbitration (Optional)

For enterprise customers, we may agree to binding arbitration through the American Arbitration Association under its Commercial Arbitration Rules. Any arbitration shall take place in Austin, Texas.

11.5 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING.

11.6 Time Limitation

You agree that any claim arising from or relating to the Service must be filed within one (1) year after the claim arose; otherwise, such claim is permanently barred.

12. Term and Termination

12.1 Term

These Terms commence when you first access the Service and continue until terminated in accordance with this section.

12.2 Termination by You

You may terminate your account at any time by:

  • Canceling your subscription through your account settings
  • Contacting us at support@shopwerks.ai
  • Ceasing all use of the Service

Termination will be effective at the end of your current billing period. You will not receive a refund for any unused portion of your subscription.

12.3 Termination by Us

We may immediately terminate or suspend your access to the Service, without prior notice or liability, for any reason, including if:

  • You breach these Terms
  • Your payment method fails or your account is past due
  • We are required to do so by law
  • Continuing to provide the Service would create legal liability for us
  • We decide to discontinue the Service

12.4 Effect of Termination

Upon termination:

  • Your right to access and use the Service immediately ceases
  • We will retain your account data and content for 30 days after termination to allow for data export, after which it will be permanently deleted
  • You remain responsible for all fees and charges incurred prior to termination
  • Sections of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification, and limitations of liability

12.5 Data Export

Before or within 30 days of termination, you may export Your Content and Generated Content from the Service in standard formats (PDF, CSV) through your account settings. After the 30-day post-termination retention period, we have no obligation to maintain or provide access to Your Content.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.

13.2 Modification of Terms

We reserve the right to modify these Terms at any time. We will provide at least 30 days' notice of any material changes by:

  • Posting the updated Terms on our website
  • Updating the "Last Updated" date at the top of these Terms
  • Sending you an email notification (if you have an account)

Your continued use of the Service after the changes become effective constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Service.

13.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver must be in writing and signed by an authorized representative of Pacella Cloudworks LLC.

13.4 Severability

If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions will remain in effect. The invalid or unenforceable provision will be modified to the extent necessary to make it enforceable while preserving its intent.

13.5 Assignment

You may not assign or transfer these Terms or your rights and obligations under these Terms without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

13.6 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and us. You have no authority to bind us in any way.

13.7 Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

13.8 Export Controls

The Service may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws and regulations in your use of the Service.

13.9 Notice

We may provide notices to you via email to the address associated with your account, by posting on our website, or through the Service. Notices are deemed received when sent. You may provide notices to us at the address listed in Section 14.

13.10 Language

These Terms are written in English. Any translations are provided for convenience only. In the event of any conflict between the English version and a translation, the English version shall prevail.

14. Contact Information

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

Mailing Address:

Pacella Cloudworks LLC dba ShopWerks
341 East Broade Street
Leander, TX 78641
United States

By using ShopWerks, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

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