Welcome to Xargo. These Terms of Service ("Terms") govern your access to and use of the website, mobile applications, API integrations, and software dispatch platforms operated by Xargo Inc. ("Company," "Xargo," "we," "us," or "our") available via Xargo.co (collectively, the "Services").

By creating an account, accessing, or using our Services as either a retail merchant ("Retailer") or an independent logistics provider ("Transporter"), you agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these conditions. If you do not agree, you may not access or use the Services.

1. The Xargo Marketplace Platform Function

Xargo Inc. operates a proprietary business-to-business (B2B) urban logistics and dispatch optimization platform.

• The Intermediary Role: Xargo is a technology provider. We do not provide physical transportation, logistics, or courier services. We do not employ drivers, nor do we own, operate, or maintain delivery vehicles.
• Independent Contractors: The platform functions strictly as a marketplace utility matching commercial Retailers requiring last-mile delivery services with independent, third-party Transporters. All freight agreements, fulfillment timelines, and service standards are directly established between the Retailer and the Transporter. Xargo holds no liability for the physical handling, delay, damage, or loss of any merchant goods.

2. Account Registration and Security Obligations

To utilize Xargo’s automated routing and dispatching infrastructure, users must establish an authenticated commercial account.

• Accuracy of Credentials: You agree to provide and maintain continuous, accurate, and valid business registrations, operating authorities, contact numbers, and payment details.
• Credential Responsibility: You are solely responsible for safeguarding the digital credentials (including session tokens, API keys, and passwords) used to access the platform. Any dispatch requests, routing confirmations, or financial obligations incurred via your account architecture will be legally deemed as executed by your enterprise.
• Account Auditing: Xargo reserves the right, in its sole discretion, to suspend, audit, or terminate accounts that present falsified operational data, invalid corporate credentials, or unresolved safety flags.

3. Platform Usage Rules and Technical Restrictions

Users are granted a limited, non-exclusive, revocable, non-transferable license to interface with Xargo.co solely for legitimate business logistics coordination. You explicitly agree not to engage in the following restricted actions:

• System Overloading & Reverse Engineering: You shall not reverse engineer, decompile, or attempt to isolate the source code, proprietary routing algorithms, dynamic pricing models, or automated dispatching logic of the Services.
• API Misuse: You shall not deploy scrapers, crawlers, or automated bots to pull performance, pricing, or supply/demand density metrics from our database architecture without explicit written authorization.
• Unlawful Goods: Retailers are strictly prohibited from utilizing the platform to request dispatch services for hazardous materials, illegal contraband, unauthorized weapons, or any items breaking localized municipal distribution laws.
• Interference: You shall not attempt to breach or bypass our network security layers, or deploy malware, coordinate DDoS exploits, or introduce corrupted scripts into the cloud pipeline.

4. Proprietary Systems and Intellectual Property

The digital infrastructure, user interfaces, matching engines, codebases, asset pipelines, geospatial mapping components, and brand markings visible on Xargo.co are the exclusive property of Xargo Inc. and its engineering licensors.

• No Ownership Transfer: No ownership rights, titles, or code equities are transferred to any Retailer, Transporter, or developer using our interfaces.
• Platform Data: All aggregated, non-personally identifiable telemetry data, delivery routing statistics, efficiency metrics, and platform performance curves generated by our background architecture remain exclusively owned by Xargo to continuously improve marketplace operations.

5. Indemnification Framework

You agree to indemnify, defend, and hold harmless Xargo Inc., its corporate officers, tech architects, employees, and board directors from and against any third-party claims, operational losses, damages, liabilities, structural fines, and legal expenses (including reasonable attorneys' fees) originating from:

• Your misuse of or unauthorized changes to our software interfaces or API structures.
• Your explicit violation of these platform Terms.
• Any physical real-world disputes, asset damages, or transport accidents occurring during fulfillment operations managed between Retailers and Transporters using the platform hooks.

6. Comprehensive Limitation of Liability

To the maximum extent permitted by applicable law, Xargo Inc. shall not be held liable for any indirect, incidental, special, consequential, structural, or punitive damages. This includes, but is not limited to, loss of corporate profits, business goodwill, system data, or operational continuity, as well as delays, service failures, or network outages resulting from cloud hosting drops, regional telecommunication drops, or upstream API failures.

7. Account Suspension and Platform Termination

We reserve the right to deprecate, suspend, or terminate your access to the Xargo.co API endpoints, web dashboards, or active account modules at any time, with or without cause, upon notice.

• Immediate Revocation: In cases of documented platform abuse, API spamming, fraudulent dispatch requests, or outstanding invoice balances, suspension may occur immediately without warning.
• Survival Elements: Upon termination, your right to use the platform tools ceases instantly. All foundational protections, including Intellectual Property ownership, Limitation of Liability thresholds, and Indemnification frameworks, shall fully survive any contractual termination.

8. Governing Law and Dispute Jurisdiction

These Terms, along with any digital friction, operational claims, or code-level disputes arising from your use of Xargo.co, shall be governed by and analyzed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Both parties explicitly agree to submit to the exclusive personal jurisdiction and venue of the state and federal courts located within California for the resolution of any legal conflicts or platform actions.

9. Iterations and Terms Updates

Xargo Inc. reserves the right to modify or replace these operational Terms at any point to match feature expansions, security enhancements, or changing compliance requirements. We will notify you of material changes by updating the "Last Updated" timestamp above, or via an in-app system notification or email dashboard alert. Your continued deployment of dispatch queries, API tracking calls, or transport coordination following an update constitutes full legal binding acceptance of the revised Terms.