Repair Shop Terms of Use

Last Updated: September 3, 2026

PLEASE READ THESE TERMS CAREFULLY. These Repair Shop Terms of Use (these “Terms”) constitute a binding agreement between ServiceUp, Inc. (“ServiceUp” or “Company”) and you (“Repair Shop”). You have been invited, or have elected, to create an account on the Company’s online platform (the “Platform”) to facilitate repair services for the Company’s fleet customers. By creating an account and using the Platform, you agree to these Terms and to the ServiceUp Privacy Policy, which is incorporated into these Terms by reference. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity, and “Repair Shop” and “you” refer to that entity.

1. Account Registration

As part of the registration process, you will create an administrative username and password for your Platform account. ServiceUp reserves the right to refuse registration of, or cancel, passwords it deems inappropriate. You must notify ServiceUp immediately of any unauthorized use of your password or account. ServiceUp is not responsible for any liabilities, losses, or damages arising out of unauthorized use of your account.

2. Transaction Fees

You understand and agree that ServiceUp will charge a transaction fee for repairs you perform for fleet customers managed on the Platform. All transactions completed through the Platform are subject to a transaction fee ranging from 1.99% to 10% of the gross amount of each repair, with a baseline marketplace fee of 3.99% unless otherwise specified in a fleet-specific addendum.

The applicable marketplace fee is one of the following:

• 3.99% (baseline) of the gross amount of all repairs completed through the Platform, including customers to whom ServiceUp has referred you.

• A rate specified in a fleet-specific addendum, which overrides the baseline, provided such rate falls within the 1.99%–10% range stated above.

The following optional fee may also apply:

• QuickPay Fee — an additional 3.50% of the gross repair amount if you affirmatively elect to receive early payment for that repair order at the time you submit the applicable invoice, with early payment made on an accelerated basis as described in Section 3. If a customer pays by credit card, the 3.50% QuickPay fee will be automatically applied.

ServiceUp reserves the right, in its sole discretion, to modify, increase, decrease, or otherwise change any transaction fees or other amounts payable under these Terms at any time. ServiceUp will provide prior written notice of any such changes by email or through the Platform, with an effective date no earlier than thirty (30) days after such notice is given. Fee changes apply prospectively to repair orders submitted on or after the effective date in the notice. Your continued use of the Platform after the effective date of any fee change constitutes your acceptance of such changes. Notwithstanding the foregoing, the marketplace fee and any QuickPay fee applicable to a particular repair order are the fees displayed to you at the time you submit the applicable invoice and elect your payment option for that repair order, and will not be changed retroactively for that repair order.

3. Payment Remittance

Except as provided in subsections (d) through (f) below, the Company shall remit payment to you net of any applicable transaction fees as promptly as practicable after, and contingent upon, Company’s receipt of payment from the applicable fleet customer for the services rendered by you. Except with respect to any QuickPay Order, as to which subsections (d) through (f) govern, you acknowledge that ServiceUp shall not be responsible for any delays or failure to pay caused by a fleet customer.

You further acknowledge and agree that:

(a) ServiceUp may withhold funds in the event of any dispute between you and ServiceUp, pending resolution of such dispute.

(b) You shall not collect any fees for services rendered under these Terms directly from a fleet customer and shall receive payment for such services solely from ServiceUp.

(c) In the event ServiceUp determines that you have violated subsection (b) above, ServiceUp shall have the right to recover from you, as liquidated damages and not as a penalty, an amount equal to ten percent (10%) of the gross value of the applicable services. The parties agree that actual damages from a violation of subsection (b) would be difficult to ascertain and that this amount represents a reasonable estimate of ServiceUp’s anticipated loss. ServiceUp may recover this amount by offset against amounts otherwise payable to you or, pursuant to the ACH debit authorization you provide in connection with your account, by debiting your designated bank account.

(d) QuickPay is an optional early-payment feature. If you elect QuickPay for a repair order, or if the QuickPay fee is applied to a repair order because a fleet customer pays by credit card (in either case, a “QuickPay Order”), ServiceUp shall pay you the amount payable to you for that repair order, net of the applicable fees described in Section 2 (which, for a QuickPay order, include the QuickPay fee), on an accelerated basis and regardless of whether ServiceUp has then received, or ever receives, payment from the fleet customer for that repair order. ServiceUp shall use commercially reasonable efforts to make that payment by the next Business Day after the invoice is approved through the Platform, subject to bank and payment-processor processing times, completion of any eligibility, dispute, or fraud review, and Platform availability, and such timing is a target and not a guaranteed payment date. A “Business Day” is any day other than a Saturday, Sunday, or federal banking holiday in the United States. The QuickPay fee is a fixed, one-time discount for early payment that does not accrue with, or vary by, the length of time before ServiceUp receives payment from the fleet customer. You look solely to ServiceUp for payment and do not hold, assign, or sell to ServiceUp any claim or receivable against a fleet customer. QuickPay is an acceleration of ServiceUp’s own payment obligation to you; it is not a loan or extension of credit to you and is not a purchase of a receivable.

(e) A payment made to you under QuickPay is non-recourse to you where a fleet customer does not pay ServiceUp for reasons unrelated to your conduct or to the validity, accuracy, or authorization of the underlying repair or invoice (a “Credit Risk Event”). Upon a Credit Risk Event, you shall not be required to return or reimburse any portion of the QuickPay payment, and ServiceUp shall not charge back, set off, recoup, withhold, or debit your bank account to recover it. A fleet customer’s nonpayment or delay shall be treated as a Credit Risk Event unless it results from a documented, good-faith dispute attributable to your conduct or to the validity, accuracy, or authorization of the repair or invoice, and the absence of a stated reason for nonpayment shall not, by itself, take the nonpayment outside a Credit Risk Event. The contingency in the first sentence of this Section 3, and ServiceUp’s statement that it is not responsible for a fleet customer’s delay or failure to pay, do not apply to a QuickPay Order.

(f) Nothing in subsections (d) and (e) limits ServiceUp’s rights or remedies with respect to fraud; invalid, duplicate, inflated, or unauthorized invoices or repairs; overpayments or amounts paid in error; refunds; warranty or service disputes or defective work; or your breach of these Terms, in each case to the extent arising from or attributable to the applicable repair order, the related invoice, or your acts or omissions (each an “Excluded Matter,” which does not include a Credit Risk Event). ServiceUp’s rights under subsections (a) and (c) above and under Sections 12 and 13 remain in effect, whether or not you have elected QuickPay.

4. Platform Use and Conduct

Your repair shop may be made available to all customers of ServiceUp on the Platform, not solely customers that may have referred you. ServiceUp reserves the right to remove any shop from the Platform at any time for any reason or for no reason.

You shall not perform repair, maintenance, or related services for any Platform Customer (as defined in Section 5) other than through the Platform, except for services performed under a direct relationship with that Platform Customer that existed before the Platform Customer was first introduced to you by or through ServiceUp or the Platform, as evidenced by your written records.

You will not:

• Access the Platform for any reason other than to provide repair services to ServiceUp’s fleet customers as permitted under these Terms.

• Collect or harvest any personal data of any Platform user.

• Use the Platform for any unlawful purpose.

• Use another Platform user’s account without permission, or intentionally allow another user to access your account.

• Provide false or inaccurate information when registering an account.

• Interfere with or attempt to interfere with the proper functioning or security-related features of the Platform.

5. Non-Circumvention; Direct Integration Restriction

(a) During the term of these Terms and for twelve (12) months following their termination or expiration, you shall not, directly or indirectly, enter into any agreement, arrangement, integration, or business relationship with any customer, fleet, fleet management company, or other entity that was introduced to you by or through ServiceUp or the Platform, or for whom you performed services through the Platform (a “Platform Customer”), for the purpose of providing automotive repair, maintenance, or related services outside the Platform, without the prior written consent of ServiceUp.

(b) If you enter into a direct relationship with a Platform Customer in violation of subsection (a), you shall pay ServiceUp, as liquidated damages and not as a penalty, an amount equal to three (3) times the total transaction fees that would have been payable to ServiceUp on all services you performed for that Platform Customer through the Platform during the twelve (12) months preceding the breach (or, if you performed services for that Platform Customer through the Platform for fewer than twelve (12) months, an annualized equivalent based on the period served). The parties agree that actual damages from such circumvention would be difficult to ascertain and that this amount represents a reasonable estimate of ServiceUp’s anticipated loss. ServiceUp may offset any such liquidated damages against amounts otherwise payable to you.

6. Repair Authorization; Performance Standards

All repairs performed on a vehicle must be approved through the ServiceUp Platform. All repairs must be authorized by the customer in written or electronic form. The authorization must be obtained and recorded in the Platform on the estimate before beginning any repairs. Any work completed without authorization will not be paid.

You represent, warrant, and covenant that: (a) you hold and will maintain all licenses, permits, and registrations required to perform the services, including any state automotive repair dealer registration; (b) all services will be performed in a professional and workmanlike manner by qualified personnel, consistent with industry standards and applicable law; (c) you will perform only repairs authorized and recorded in the Platform, using parts of the type and quality specified on the approved estimate, and will not substitute parts without disclosure through the Platform; (d) you will follow applicable original equipment manufacturer (OEM) repair procedures where relevant to the repair; and (e) you warrant your workmanship for a period of at least twelve (12) months or twelve thousand (12,000) miles, whichever occurs first, and will honor all warranties on parts and labor you provide.

7. Insurance Requirements

During the term of these Terms, you shall carry and maintain, at your expense, the following insurance coverages (or such higher amounts as required by the state where services are performed):

(a) Garage Liability Insurance: Garage liability insurance with limits of not less than $1,000,000 per occurrence for bodily injury and property damage liability combined, including coverage for premises, operations, independent contractors, products, completed operations, personal and advertising injury, liability assumed under an insured contract, and fire and theft. Such insurance shall cover liability arising out of motor vehicles, including owned, hired, and non-owned vehicles.

(b) Garage Keeper’s Legal Liability Insurance: Garage keeper’s legal liability insurance with limits of not less than $300,000 per occurrence, covering liability arising out of motor vehicles, including owned, hired, and non-owned vehicles.

(c) Commercial General Liability (CGL): CGL coverage with a limit of not less than $1,000,000 per occurrence and $3,000,000 general aggregate, including contractual liability, premises and operations, independent contractors, products-completed operations, and personal and advertising injury.

(d) Workers’ Compensation: Statutory workers’ compensation and employer’s liability coverage for all employees engaged in services under these Terms, including applicable special coverage extensions, with employer’s liability limits of not less than $1,000,000.

(e) Excess Liability: Excess liability umbrella insurance with minimum policy limits of $2,000,000. You are responsible for any deductible or self-insured retention.

(f) Evidence of Insurance; Additional Insured: You shall name ServiceUp, Inc. and, upon ServiceUp’s request, the applicable fleet customer as additional insureds on the garage liability, CGL, and excess liability policies described above, on a primary and non-contributory basis, and each such policy shall include a waiver of subrogation in favor of ServiceUp. You shall deliver certificates of insurance evidencing the required coverages upon account registration, upon each policy renewal, and otherwise upon ServiceUp’s request, and shall provide ServiceUp with no fewer than thirty (30) days’ prior written notice of any cancellation, non-renewal, or material reduction of any required coverage.

8. Intellectual Property

ServiceUp and/or its licensors retain ownership of all intellectual property rights of any kind related to the Platform, including applicable copyrights, trademarks, and other proprietary rights.

By publishing any content to the Platform, you expressly grant, and represent and warrant that you have the right to grant, to ServiceUp a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, translate, distribute, display, and make derivative works of all such content.

9. Confidentiality; Data Security

Neither you nor your employees, agents, or representatives will at any time, directly or indirectly, use for personal benefit, or divulge, disclose, or communicate in any manner, any information that is confidential or proprietary to ServiceUp. You will protect such information from unauthorized use or disclosure using reasonable measures no less stringent than those used to protect your own highly confidential information. This obligation survives termination or expiration of these Terms.

You will access and use any data made available to you through the Platform, including fleet customer, driver, vehicle, and repair data (“Platform Data”), solely to perform authorized services under these Terms. You will implement and maintain reasonable administrative, technical, and physical safeguards to protect Platform Data; will not disclose Platform Data to any third party except as necessary to perform such services; and will comply with all applicable privacy and data security laws. You will notify ServiceUp promptly, and in any event within seventy-two (72) hours, after discovering any unauthorized access to, or use or disclosure of, Platform Data, and will cooperate with ServiceUp in remediation. Upon termination of these Terms or ServiceUp’s request, you will delete or return Platform Data, except to the extent retention is required by applicable law.

10. Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. SERVICEUP EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. SERVICEUP MAKES NO REPRESENTATION OR WARRANTY THAT ACCESS TO OR OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE PLATFORM.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERVICEUP, OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, LICENSORS, OR OTHER AGENTS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO: (A) THE USE, DISCLOSURE, OR DISPLAY OF ANY CONTENT YOU PROVIDE TO THE PLATFORM; (B) YOUR USE OR INABILITY TO USE THE PLATFORM; (C) THE PLATFORM GENERALLY; OR (D) ANY INTERACTIONS WITH ANY OTHER PLATFORM USER, INCLUDING ANY FLEET CUSTOMER, REGARDLESS OF WHETHER ANY OF THE FOREGOING IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERVICEUP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM EXCEED THE TOTAL TRANSACTION FEES PAID OR PAYABLE TO SERVICEUP BY REPAIR SHOP DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION DOES NOT APPLY TO SERVICEUP’S OBLIGATION TO REMIT AMOUNTS PAYABLE TO YOU FOR SERVICES RENDERED, IN ACCORDANCE WITH SECTION 3.

12. Indemnification

You agree to defend, indemnify, and hold harmless ServiceUp and each of its officers, agents, and employees from and against any claim, demand, suit, loss, and expense (including reasonable attorneys’ fees) arising from or relating to: (a) your breach of these Terms or any of your representations or warranties contained herein; (b) any improper repairs, damage to vehicles, negligence, or willful misconduct by you in connection with any services you perform; (c) your violation of any law, regulation, or governmental requirement applicable to your business or the services you perform, including automotive repair licensing and environmental requirements; (d) any claim by your employees, agents, or subcontractors, including claims relating to employment, wages, benefits, or worker classification; and (e) any lien or encumbrance asserted against a vehicle or other property of ServiceUp or a fleet customer arising from services or materials you provide.

13. Disputes; Release

In the event of any dispute with any fleet customer of ServiceUp, you release ServiceUp and its officers, directors, agents, and employees from any claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, except to the extent arising from ServiceUp’s fraud, willful misconduct, or violation of law.

If you are a California resident, you specifically waive any rights under Section 1542 of the California Civil Code, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

14. Independent Contractor

You and ServiceUp are independent contractors. You are solely responsible for performing repair services and are not entitled to any rights or benefits afforded to ServiceUp’s employees. You are responsible for paying all taxes, including estimated taxes, on payments received under these Terms. Upon request, you will provide ServiceUp with proof of timely payment.

15. Term and Termination

These Terms commence on the date you create a Platform account and continue until terminated. Either party may terminate these Terms at any time by providing written notice to the other party. ServiceUp may additionally suspend or terminate your access to the Platform immediately if you breach any provision of these Terms, fail to maintain required insurance, engage in fraudulent or unauthorized activity, or present a legal, operational, or reputational risk to ServiceUp. Upon termination, you remain responsible for all obligations accrued prior to termination, including payment of any outstanding fees or penalties. Sections 3, 5, 6, 8, 9, 10, 11, 12, 13, 14, and 16 survive termination.

16. General Provisions

Assignment. You may not assign these Terms without the prior written consent of ServiceUp. ServiceUp may assign these Terms at any time for any reason.

Governing Law; Forum. These Terms are governed by the internal laws of the State of California. Except as provided below, any dispute arising out of or relating to these Terms or the Platform shall be resolved by final and binding arbitration administered by JAMS in Santa Clara County, California, under the JAMS Comprehensive Arbitration Rules and Procedures then in effect, before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to bring or participate in any class, collective, consolidated, or representative action, and the arbitrator may award relief only on an individual basis. Either party may (i) bring an individual claim in small claims court, or (ii) seek temporary or preliminary injunctive relief in the state or federal courts located in Santa Clara County, California, to protect its rights under Sections 5, 8, or 9 pending arbitration.

Modifications. ServiceUp may modify these Terms at any time, provided that ServiceUp gives you prior written notice of any such modifications by email or through the Platform, with an effective date no earlier than thirty (30) days after such notice is given. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the updated Terms.

Notices. ServiceUp may give any notice under these Terms by email to the address associated with your account or through the Platform, effective when sent or posted. You must give any notice to ServiceUp by email to legal@serviceup.com, effective upon ServiceUp’s receipt.

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

Entire Agreement. These Terms, together with the ServiceUp Privacy Policy incorporated by reference, constitute the entire agreement between you and ServiceUp with respect to your use of the Platform and supersede all prior or contemporaneous agreements, understandings, or communications on the same subject matter.

‍