Repair Shop Terms of Use

Updated: 6/4/2026
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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.

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 elect to receive early payment (typically next business day). If a customer pays by credit card, the 3.50% QuickPay fee will be automatically applied.
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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, through the Platform, or by updating these Terms). 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.

3.  Payment Remittance

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. 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 charge a penalty of 10% of the gross value of the applicable services and may withhold that amount from future payments or debit your bank account to recover the penalty and any applicable fees.

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 agree not to perform repair services for any ServiceUp customer on the Platform unless: (a) such repairs are performed using the Platform; (b) you do not offer such repairs on the Platform; or (c) at least two years have passed since you were first onboarded onto the Platform.

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

(d) 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.

(e) If you intend to enter into a direct relationship with a Platform Customer, you must provide ServiceUp with no fewer than six (6) months’ prior written notice identifying the Platform Customer and the nature of the proposed arrangement. ServiceUp shall have the right, but not the obligation, to match or adjust its terms during such notice period.

(f) If you enter into a direct relationship with a Platform Customer without providing the required six (6) months’ notice, you shall pay ServiceUp, as liquidated damages and not as a penalty, an amount equal to the greater of: (i) 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, multiplied by three (3); or (ii) Fifty Thousand Dollars ($50,000). 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.

(g) The obligations in this Section 5 survive termination or expiration of these Terms for twelve (12) months.

6.  Repair Authorization

All repairs performed on a vehicle must be approved through the ServiceUp Platform. All repairs must be authorized by the customer in written, oral, 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.

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):

(h) 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.

(i) 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.

(j) 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, personal and advertising injury, and fire and theft.

(k) 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.

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

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

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.

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.

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 material breach of these Terms or any of your representations or warranties contained herein; and (b) any improper repairs, damage to vehicles, negligence, or willful misconduct by you in connection with any services you perform.

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.

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 5, 8, 9, 11, 12, 13, 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. Any dispute under these Terms shall be finally determined in the state or federal courts located in Santa Clara County, California.

Modifications. ServiceUp may modify these Terms at any time, provided that ServiceUp gives you prior written notice of any such modifications. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the updated Terms.

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

Entire Agreement. These Terms 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.

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