Repair Shop Terms of Use

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These terms of use (these “Terms”) constitute a binding agreement between ServiceUp, Inc. (the “Company”) and you. You have been invited to create an account on the Company’s online platform, SU Connect (the “Platform”), in order to facilitate certain repair services that you may provide to the Company’s fleet customers. By creating an account and using the Platform, you hereby agree to the terms of use for the Platform applicable to repair shops, which is set forth herein:

As part of the registration process, you will identify an administrative user name and password for your account on the Platform. Company reserves the right to refuse registration of, or cancel, passwords it deems inappropriate. You shall notify the Company immediately of any unauthorized use of your password and/or account, and the Company is not responsible for any liabilities, losses, or damages arising out of the unauthorized use of your password or account.

- You understand and agree that the Company will charge a transaction fee for repairs that you perform for the Company’s customers and that are managed on the Platform. The transaction fees are as follows:

- 1.99% of the gross amount of all repairs completed through the Platform for the customer that referred you to the Platform

- 12.50% of the gross amount of all repairs completed through the platform for any customer associated with a Fleet Management Company (FMC)

- 10.00% of the gross amount of all repairs completed through the Platform for all other customers on the Platform or specific customers where ServiceUp has referred you to the customer

- Optional - Additional 3.50% of the gross amount of all repairs completed through the Platform if you elect to receive early payment (typically next business day). In the event a credit card is used by a customer for payment, the 3.50% early payment fee will be automatically applied

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 and agree that the Company shall not be responsible for any delays or failure to pay that may be caused by a fleet customer.

You acknowledge and agree that your repair shop may be made available to all customers of the Company that are on the Platform, and not solely the customer that referred you to the Platform. You agree not to perform repair services for any customers of the Company that are 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 agree that you will not under any circumstances access the Platform for any reason other than to provide repair services to the Company’s fleet customers as permitted in the ServiceUp Fleet Subscription Agreement. You will not collect or harvest any personal data of any user of the Platform, use the Platform for any unlawful purpose, use another Platform user’s account without permission, intentionally allow another user to access your account, provide false or inaccurate information when registering an account, interfere or attempt to interfere with the proper functioning of the Platform, or interfere with any security-related features of the Platform.

The Company does not guarantee the accuracy, completeness, or usefulness of any information provided by a Customer to you on the Platform nor does the Company adopt, nor endorse, nor shall it be responsible for, the accuracy or reliability of any opinion, advice or statement made by any other party. The Company shall not be responsible for any loss or damage resulting from your reliance on information or other content provided by a fleet customer on the Platform.

By publishing any content to the Platform you expressly grant, and you represent and warrant that you have the right to grant, to the Company 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.

You acknowledge and agree that the Company 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.

THE PLATFORM IS PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WEHTHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECRUITY, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY 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.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PLATFORM OR THE COMPANY, 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 THAT RESULT FROM (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 USER OF THE PLATFORM, INCLUDING WITHOUT LIMTIATION ANY FLEET CUSTOMER, REGARDLESS FO WHETHER ANY OF THE FOREGOING IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

In the event of any dispute with any fleet customer of the Company, you release the Company and its officer, 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 with respect to 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.”

You acknowledge and agree that these Terms may be modified by the Company at any time and for any reason, provided that the Company shall provide you with prior written notice of any such modifications.