Terms of Service

Carvis provides an AI-powered software platform for automotive repair shops, including tools that assist with generating repair estimates and managing repair workflows. The Services may also allow you to connect your existing subscriptions to third-party repair-information providers so that information from those services can be accessed through Carvis.

The Services are intended solely for use by automotive repair shops and other commercial customers acting for business purposes. The Services are not intended for personal, household, or consumer use, and vehicle owners are not users or intended beneficiaries of the Services.

You must register with Carvis and create an account to use the Services (an "Account") and as part of that process you will be requested to provide certain information, including without limitation your name, email address, and such other account or billing information as Carvis may request. An Account may cover multiple locations operated by the Account Owner. Separately organized legal entities may use the same Account only if they are expressly identified in the Account or applicable Order Form and the person establishing the Account has authority to bind each such entity. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Carvis for accessing the Services. You are responsible for designating the individuals authorized to access and use your Account and for all activities conducted through the Account by those individuals. Carvis has no control over the use of any user's Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Carvis immediately.

The legal entity on whose behalf the Account is created will be the contracting party ("Account Owner") for purposes of these Terms of Service. If the Account includes any additional legal entities expressly identified in the Account or applicable Order Form, each such entity will also be bound by these Terms of Service. The individual creating the Account represents and warrants that such individual has authority to bind the Account Owner and each such additional entity.

As the Account Owner, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.

Unless otherwise set forth in an Order Form, payment will be processed through a third-party payment processor (the "PSP") identified through the Services. By providing payment information, you authorize Carvis and the PSP to charge the applicable fees and Taxes to your selected payment method. Your provision and use of payment information may be subject to the PSP's applicable terms and privacy policy. Carvis does not receive or store your complete payment card information.

The fees, subscription term, usage limits, and other commercial terms applicable to your use of the Services will be set forth in an Order Form. If an Order Form conflicts with these Terms of Service, the Order Form will control with respect to the conflicting commercial terms. Carvis may change the fees applicable to a renewal term by providing at least 30 days' prior notice. Any fee change will become effective at the beginning of the next renewal term and will not apply during your then-current subscription term unless otherwise agreed in writing.

All prices and fees displayed on the Services are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future ("Taxes"). Any applicable Taxes are based on the rates applicable to the billing address you provide to us, and will be calculated at the time of a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

You may cancel a self-service subscription at any time using the features available through the Services or by written notice to contact@carvis.ai, and such cancellation will become effective at the end of the then-current billing period. Cancellation of a subscription does not automatically delete your Account or User Generated Content. A subscription purchased under an Order Form may be terminated only as provided in the applicable Order Form or Section 7.

"User Generated Content" is defined as any content, information, data, records, photographs, vehicle information, repair information, estimates, instructions, or other materials that you provide, submit, upload, transmit, or otherwise make available through the Services. You are solely responsible for User Generated Content. You acknowledge and agree that Carvis:

• Is not involved in the creation or development of User Generated Content.
• Disclaims any responsibility for User Generated Content.
• Cannot be liable for claims arising out of or relating to User Generated Content.
• Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Services at its sole discretion.

You hereby represent and warrant to Carvis that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with Carvis or purport you to act as a representative or agent of Carvis; and (viii) will not create liability for Carvis or cause Carvis to lose (in whole or in part) the services of its ISPs or other suppliers.

By making User Generated Content available through the Services, you grant Carvis and its service providers a non-exclusive, worldwide, royalty-free license to host, access, use, reproduce, modify, transmit, and otherwise process such User Generated Content solely as reasonably necessary to provide, maintain, secure, and support the Services, comply with your instructions, and comply with applicable law. Carvis may use information derived from User Generated Content to improve the Services only in aggregated or de-identified form that does not reasonably identify you or any individual. Carvis does not use User Generated Content or personal data contained in User Generated Content to train or fine-tune artificial-intelligence models. We do not claim ownership of your User Generated Content. You represent and warrant that you have provided all notices and obtained all rights, authorizations, and consents necessary for Carvis to process User Generated Content as contemplated by these Terms of Service.

You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services, (ii) you will act professionally and responsibly in your interactions with other users, and (iii) when using or accessing the Services, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.

You agree not to engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the Services in any medium other than as allowed by the Services and these Terms of Service; (ii) using any automated system (other than any functionalities of the Services), including without limitation "robots," "spiders," "offline readers," etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) conducting any unlawful purposes or soliciting others to perform or participate in any unlawful acts; (vii) uploading invalid data, viruses, worms, or other software agents through the Services; (viii) infringing upon or violating our intellectual property rights or the intellectual property rights of others; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) harassing, insulting, harming, abusing, defaming, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the Services or staff member of Carvis; (xi) interfering with or engaging in any activity that threatens the performance, security or proper functioning of the Services; (xii) uploading or transmitting viruses or any other type of malicious code; (xiii) attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services; (xiv) bypassing the security features or measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xv) attempting to access unauthorized Accounts or to collect or track the personal information of others; (xvi) using the Services for any purpose or in any manner that infringes the rights of any third party; (xvii) encouraging or enabling any other individual to do any of the foregoing; (xviii) connecting to or accessing any third-party repair-information service unless you maintain a valid, current subscription or license and have authority to authorize Carvis to access that service on your behalf; (xix) scraping, reselling, sublicensing, publishing, or redistributing any Carvis or third-party repair information except as expressly permitted; (xx) circumventing any usage limitation, access control, safety feature, or AI-related disclosure or control; or (xxi) using any estimate or other output generated through the Services in an unlawful, deceptive, or misleading manner.

You acknowledge that the Services and any estimates, recommendations, analyses, or other outputs generated through the Services ("Outputs") are preliminary drafts intended to assist, and not replace, the independent judgment of qualified automotive professionals. Outputs do not constitute definitive diagnoses, repair instructions, safety certifications, or representations that a vehicle is safe to operate. You are solely responsible for independently reviewing and verifying all Outputs, inspecting the applicable vehicle, considering applicable manufacturer information, recalls, technical service information, and legal requirements, and making all final diagnostic, repair, estimating, safety, and customer-communication decisions. Neither Carvis nor the Services is responsible for determining whether any repair should be performed or whether a vehicle is safe to operate.

By installing the desktop connector, you consent to its installation and to any updates or upgrades made available by Carvis. The desktop connector may communicate automatically with Carvis's servers and, at your direction, with applicable third-party repair-information services in order to provide the Services, transmit information necessary to operate the applicable integration, record usage metrics, and install updates. You are responsible for obtaining all permissions necessary to install and operate the desktop connector on the applicable computer and network.

Unless otherwise agreed in an Order Form, either party may terminate these Terms of Service for material breach if the breaching party fails to cure such breach within 30 days after receiving written notice. You may separately request deletion of your Account by written notice to contact@carvis.ai. Account deletion is separate from cancellation of a subscription and will not occur automatically upon cancellation. Following the effective termination of your access to the Services or completion of an Account-deletion request, you will no longer have access to your Account or User Generated Content through the Services. The provisions of these Terms of Service which by their intent or meaning are intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive any termination of these Terms of Service and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.

Carvis may immediately suspend or limit your access to the Services if Carvis reasonably determines that your use of the Services presents a security risk, may violate applicable law or third-party rights, may cause Carvis to breach an obligation to a third-party provider, or involves unauthorized access to a third-party repair-information service. Where reasonably practicable, Carvis will provide notice of the suspension and an opportunity to address the underlying issue. Carvis may suspend your access to paid Services if any undisputed amount remains unpaid for 30 days after written notice.

Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Carvis reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 13 of these Terms of Service.

Carvis reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Carvis is not liable to you for any modification or discontinuance of all or any portion of the Services. Carvis has the right to restrict anyone from completing registration as a user if Carvis believes such person may threaten the safety and integrity of the Services, or if, in Carvis's discretion, such restriction is necessary to address any other reasonable business concern.

Following termination of your access to the Services or completion of an Account-deletion request, Carvis may delete User Generated Content in the normal course of operation, subject to its applicable data-retention practices. You should export any User Generated Content you wish to retain before termination. For 30 days following termination, Carvis will, upon written request, make User Generated Content then maintained in the Services available for export in Carvis's then-current standard format, subject to payment of all amounts due.

The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Carvis or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services) are provided as an information service, for reference and convenience only. Carvis does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Carvis is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Carvis has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Carvis expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services. You hereby agree to hold Carvis harmless from any liability that may result from the use of links that may appear on the Services.

As part of the functionality of the Services, you may connect your Account to third-party software, databases, subscriptions, or other services, including third-party repair-information providers ("Third-Party Services"). You represent and warrant that you maintain a valid and current subscription, license, or other authorization for each Third-Party Service you connect to the Services and that you are entitled to provide any applicable credentials or authentication information and to authorize Carvis to access the Third-Party Service on your behalf.

By connecting a Third-Party Service, you authorize Carvis to access, transmit information to, and retrieve information from the Third-Party Service as necessary to provide the applicable functionality. Your relationship with each Third-Party Service is governed solely by your agreement with the applicable provider. Carvis is not responsible for the availability, accuracy, completeness, security, or performance of any Third-Party Service, and a provider may modify, restrict, or terminate access at any time.

Carvis does not independently verify and makes no warranty regarding the accuracy, completeness, currency, suitability, or reliability of any data, content, recommendations, specifications, labor times, parts information, repair procedures, or other information obtained from a Third-Party Service ("Third-Party Data"). You are solely responsible for reviewing and verifying Third-Party Data before relying on or using it.

Carvis may modify, suspend, restrict, or discontinue any integration with a Third-Party Service at any time, including if the applicable provider modifies its systems or terms, restricts or terminates access, or if Carvis reasonably determines that continued operation of the integration presents a legal, security, technical, or business risk. Carvis will not be liable for any modification, suspension, restriction, or discontinuation of a Third-Party Service or integration.

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively "Proprietary Material") that users see or read through the Services is owned by Carvis, excluding User Generated Content and content, data, or other materials made available by or through Third-Party Services. Subject to your compliance with these Terms of Service and payment of all applicable fees, Carvis grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services and Carvis-provided content solely for your internal business purposes during the applicable subscription term.

Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Carvis owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Carvis's express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Subject to any applicable restrictions imposed by a Third-Party Service, you may use estimates, reports, and other outputs generated for you through the Services in connection with your internal business operations and your provision of repair services to your customers. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services except as expressly permitted by these Terms of Service, an applicable Order Form, or the terms governing an applicable Third-Party Service.

Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Carvis and, if applicable, the holder of the rights to the User Generated Content.

The service marks and trademarks of Carvis, including without limitation Carvis and Carvis logos, are service marks owned by Carvis. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Carvis under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Carvis does not waive any rights to use similar or related Feedback previously known to Carvis, developed by its employees, or obtained from sources other than you.

Carvis may use your name and logo to identify you as a Carvis customer in customer lists and marketing materials only with your prior written consent, which may be provided by email. You may revoke such consent at any time by emailing legal@carvis.ai, and Carvis will cease new uses within a reasonable period after receiving your request.

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Carvis and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Carvis in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Carvis upon termination of this Agreement for any reason whatsoever.

The term "Confidential Information" shall mean any and all of Carvis's trade secrets, confidential and proprietary information, and all other information and data of Carvis that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Carvis or Carvis's business, operations or properties, including information about Carvis's staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

Carvis will use commercially reasonable measures to protect nonpublic User Generated Content from unauthorized use or disclosure and will use such information only as permitted by these Terms of Service, Privacy Policy, and any applicable DPA.

THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CARVIS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

CARVIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, AVAILABLE, SECURE, OR ERROR-FREE, AND CARVIS MAKES NO UPTIME OR OTHER SERVICE-LEVEL COMMITMENT EXCEPT AS EXPRESSLY SET FORTH IN AN APPLICABLE ORDER FORM OR SEPARATE SERVICE LEVEL AGREEMENT.

THE SERVICES MAY USE ARTIFICIAL-INTELLIGENCE OR OTHER AUTOMATED TECHNOLOGIES. ALL ESTIMATES, RECOMMENDATIONS, ANALYSES, AND OTHER OUTPUTS ARE PRELIMINARY DRAFTS FOR REVIEW BY QUALIFIED AUTOMOTIVE PROFESSIONALS AND MAY CONTAIN ERRORS, OMISSIONS, OR INCOMPLETE, OUTDATED, OR INACCURATE INFORMATION. OUTPUTS DO NOT CONSTITUTE DEFINITIVE DIAGNOSES, REPAIR INSTRUCTIONS, SAFETY CERTIFICATIONS, OR REPRESENTATIONS THAT A VEHICLE IS SAFE TO OPERATE. OUTPUTS ARE NOT A SUBSTITUTE FOR PHYSICAL INSPECTION OF A VEHICLE, APPLICABLE MANUFACTURER INFORMATION, RECALL INFORMATION, TECHNICAL SERVICE INFORMATION, LEGAL REQUIREMENTS, OR THE INDEPENDENT JUDGMENT OF A QUALIFIED AUTOMOTIVE PROFESSIONAL. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ALL OUTPUTS AND FOR ALL FINAL REPAIR, DIAGNOSTIC, ESTIMATING, SAFETY, AND CUSTOMER-COMMUNICATION DECISIONS. CARVIS DOES NOT CONTROL, VERIFY, OR WARRANT ANY THIRD-PARTY SERVICE OR THIRD-PARTY DATA. THIRD-PARTY DATA MAY BE INACCURATE, INCOMPLETE, OUTDATED, UNAVAILABLE, OR SUBJECT TO ADDITIONAL TERMS OR USE RESTRICTIONS. YOUR USE OF AND RELIANCE ON THIRD-PARTY DATA IS AT YOUR OWN RISK.

UNDER NO CIRCUMSTANCES WILL CARVIS AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY CARVIS, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR DAMAGES ARISING FROM RELIANCE ON ANY OUTPUT OR THIRD-PARTY DATA) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT CARVIS OR ITS AFFILIATES OR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THEIR AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO CARVIS FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. AN APPLICABLE ORDER FORM MAY EXPRESSLY PROVIDE FOR A DIFFERENT LIABILITY CAP.

THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN THIS SECTION APPLY TO ALL CLAIMS ARISING OUT OF OR RELATING TO OUTPUTS, THIRD-PARTY DATA, THIRD-PARTY SERVICES, AND THE MODIFICATION, SUSPENSION, OR DISCONTINUATION OF ANY THIRD-PARTY INTEGRATION.

You hereby agree to indemnify, defend, and hold harmless Carvis and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the "Indemnified Parties") from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Services, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any user or third party; (iv) any content submitted by you or using your Account to the Services, including, but not limited to the extent such content may infringe on the intellectual property rights of a third party or otherwise be illegal or unlawful; (v) your provision of automotive repair, diagnostic, estimating, or related services, including any claim involving personal injury, property damage, or an unsafe, incomplete, or improper repair; (vi) your use of or reliance on any estimate, recommendation, analysis, or other Output generated through the Services, including any alleged error, omission, inaccuracy, misdiagnosis, unsafe recommendation, or failure to identify a required repair; and (vii) your connection to or use of a Third-Party Service or Third-Party Data, including any claim that you lacked a valid license or authority to authorize Carvis to access or retrieve information from such Third-Party Service, or that your use of or reliance on Third-Party Data caused injury, damage, or loss. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure. Carvis reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Carvis.

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND CARVIS CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND CARVIS TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at legal@carvis.ai and you and Carvis will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification, such matter will be deemed a "Dispute" as defined below. Except for the right to seek injunctive or other equitable relief described under the "Binding Arbitration" section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.

Binding Arbitration. You and Carvis agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Carvis both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Carvis in "small claims" court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver. You and Carvis agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Carvis both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Carvis agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person's claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its then-current Commercial Arbitration Rules (the "AAA Rules"), except as modified by this "Dispute Resolution" section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in any U.S. jurisdiction, in each case with relevant experience in commercial or technology disputes, and will be selected by the parties from the AAA's roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure. Unless you and Carvis agree otherwise, the seat of the arbitration shall be in San Mateo County, California. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Carvis submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator’s Decision and Governing Law. The arbitrator shall apply Delaware law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the "Disclaimers and Limitations of Liability" section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant's individual claim.

Fees. Each party's responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

Except as provided in Section 13 or expressly provided in writing otherwise, this Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Delaware law to interpret this Agreement.

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

Failure by Carvis to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Carvis with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the "Class Action Waiver" in Section 13, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Carvis, its successors and assigns. This Agreement consists of these Terms of Service, each applicable Order Form, and any DPA entered into between you and Carvis. In the event of a conflict, the DPA will control solely with respect to the processing of personal data, an Order Form will control with respect to conflicting commercial terms, and these Terms of Service will otherwise control.

Carvis reserves the right to change or modify this Agreement from time to time. Carvis will provide at least 30 days' prior notice of any material change by email, through the Services, or by another reasonable electronic method. Material changes will become effective on the date stated in the notice. Your continued use of the Services after the effective date constitutes your acceptance of the updated Agreement.

Notwithstanding the foregoing, fee changes will become effective only at the beginning of your next renewal term, and Carvis may make a change effective sooner where reasonably necessary to comply with applicable law or address an urgent security risk.

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

You consent to receive any agreements, notices, disclosures and other communications (collectively, "Notices") to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on the Services. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service. Legal notices to Carvis must be sent by email to legal@carvis.ai.

If you have any questions about these Terms of Service or about the Services, please contact us by email at contact@carvis.ai or by mail to Carvis Company, 4 West 4th Avenue, San Mateo, CA 94402.