Terms and conditions

1. Definitions

“Agreement”

these Terms together with any Order, Schedule, and policy referenced in them.

“Autograff, we, us, our”

Autograff, Inc., a Delaware corporation, and its successors and permitted assigns.

“Customer, you, your”

the business entity that accepts these Terms, places an Order, or accesses the Platform.

“Authorized User”

an individual you permit to access the Platform under your account — for example a shop owner, service advisor, technician, or fleet administrator.

“Platform”

the Autograff software-as-a-service products, including ShopOS and FleetOS, together with related applications, APIs, AI Features, and documentation.

“ShopOS / FleetOS”

the Autograff products described in Part B and Part C respectively.

“Order”

an order form, online sign-up, or written or electronic agreement specifying the products, tier, fees and term you have subscribed to.

“Subscription Term”

the period for which you have subscribed, as set out in your Order.

“Customer Data”

data, content and information you or your Authorized Users submit to or generate through the Platform, including vehicle, job, inspection, customer-contact, fleet and transaction records.

“Customer Configurations”

the configurations you create within the Platform, including workflows, automation rules, templates, reports, dashboards, business processes, and prompts you author, as further described in Section 8.4. Customer Configurations are treated as Customer Data.

“End Customer”

a consumer or business that engages a Customer shop for vehicle services, whose information may be processed through the Platform.

“AI Features”

Platform features that use machine learning or large language models, including the AI Voice Receptionist, AI-assisted digital vehicle inspection, and Technician Copilot.

“Aggregated Data”

data derived from use of the Platform that has been de-identified and aggregated so that it does not identify, and cannot reasonably be used to identify, you, any Authorized User, any End Customer, any individual driver, any vehicle, or any repair shop.

“Payment Services”

the embedded payment-processing features described in Part D, provided through our Payments Partner.

“Payments Partner”

the third-party payment processor through which Payment Services are provided, currently Stripe, Inc. and its affiliates.

“Beta Features”

features or services identified as beta, preview, experimental, early-access, trial, or similar.

“Documentation”

the then-current usage documentation we make generally available for the Platform.

“Fees”

the subscription, usage and other charges payable under your Order and these Terms.

2. Agreement and Eligibility

2.1By accepting these Terms, placing an Order, or accessing the Platform, you agree to be bound by the Agreement. If you accept on behalf of an entity, you represent that you have authority to bind that entity.

2.2The Platform is offered to businesses for commercial use only. It is not directed to consumers and not intended for personal, family or household use. You must be at least 18 and able to form a binding contract.

2.3We may update these Terms from time to time. We will give reasonable notice of material changes (for example by email or in-product notice). Changes take effect at the start of your next renewal term, or earlier if required by law or for changes that do not materially reduce your rights. Continued use after the effective date constitutes acceptance.

3. The Platform and Access Rights

3.1Subject to the Agreement and payment of Fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term for your internal business operations.

3.2You are responsible for your Authorized Users’ compliance with the Agreement and for all activity under your account. You must keep credentials secure, must not share credentials across individuals, and must notify us promptly of any unauthorised access.

3.3Commercial flexibility. We may, in our discretion, modify, enhance, re-architect, or evolve Platform features and AI functionality; introduce usage-based pricing in accordance with Section 5; add, change or remove third-party providers; and migrate or change underlying infrastructure. We will not materially reduce the core functionality of a product you are paying for during a paid Subscription Term without offering you a pro-rata refund of pre-paid Fees for the affected functionality.

3.4Certain features are described as planned, “coming,” or on our roadmap. Those features are not part of the Platform until released, are provided when and if released, and you should not rely on them in subscribing.

4. Acceptable Use

4.1We may suspend access without liability where reasonably necessary to prevent harm to the Platform, other customers, or any person, or where you materially breach this Section. We will use reasonable efforts to give notice and will restore access promptly once the cause is resolved.

5. Fees, Billing and Taxes

5.1You will pay the Fees set out in your Order. Unless your Order states otherwise, subscription Fees are billed monthly in advance, are non-refundable except as expressly provided in Section 5.6, and are quoted exclusive of taxes. Both monthly and annual plans are billed monthly in advance; the annual plan is billed at a lower monthly rate in exchange for a twelve (12) month minimum commitment, as described in Section 5.7.

5.2Pricing tiers and any usage-based or per-vehicle charges are as stated in your Order. Where a tier is offered at no charge (for example ShopOS Base for fleet-mandated shops), we may change or withdraw that free offering on reasonable notice, but not retroactively for a period already paid for.

5.3Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law. We may suspend access for amounts more than fifteen (15) days overdue after notice.

5.4Fees are exclusive of sales, use, VAT, GST and similar taxes, which you are responsible for, excluding taxes on our net income. Where AI or other usage costs scale with usage (for example with fleet size, call volume, or message volume), any usage-based component will be set out in your Order or in-product disclosures before it applies.

5.5We may revise subscription pricing effective on renewal by giving at least thirty (30) days’ notice before the end of the then-current term.

5.6No refunds. Except where expressly stated in the Agreement or required by law, all Fees are non-refundable. We do not provide refunds, credits, or pro-rata repayments for partial billing periods, for periods of non-use or reduced use, for Authorized User seats or vehicles removed mid-period, or where you cancel, stop using, or are suspended or terminated for breach. Nothing in this Section limits the specific refund remedies expressly provided in Sections 3.3, 13.1 and 14.1, or any statutory right that cannot lawfully be excluded (see Section 5.10).

5.7Cancellation — monthly plan. You may cancel a monthly subscription at any time. Cancellation takes effect at the end of the billing period that has already been paid for; it is not immediate and does not generate a refund of that period. Your access continues until that date, after which the subscription ends and no further Fees are charged. For example, if your billing date is the 2nd of the month and you cancel on the 15th, your subscription remains active until the 2nd of the following month, and the Fee already paid for that period is not refunded in whole or in part.

5.8Cancellation — annual plan. The annual plan is a twelve (12) month minimum commitment billed monthly at a discounted rate. By subscribing to an annual plan you commit to the full twelve-month term. You may give notice at any time to prevent the plan renewing at the end of the term, but cancelling during the term does not end your payment obligation: the remaining monthly Fees for the balance of the committed term remain payable and will continue to be charged on your normal billing dates, or may be invoiced by us as a single amount, at our option. No refund or credit is given for the unexpired part of an annual term. Where you cancel during the term, we may at our discretion continue your access for the remainder of the committed term. Nothing in this Section affects your right to terminate for our material breach under Section 16.2.

5.9Free tiers. Where you use a tier offered at no charge (for example ShopOS Base for shops participating in a fleet network), you may stop using the Platform and cancel at any time with no Fees owed and no notice period. Section 5.2 governs changes to or withdrawal of free offerings.

5.10Statutory rights. Nothing in Sections 5.6 to 5.9 excludes, restricts, or modifies any right or remedy you may have that cannot lawfully be excluded, restricted, or modified under the law applicable to you. Where such a right applies, these Sections operate to the maximum extent permitted by law and the remainder of the Agreement is unaffected.

6. Customer Data and Privacy

6.1As between the parties, you own all Customer Data. You grant us a worldwide, non-exclusive licence to host, process, transmit and display Customer Data, and to create Aggregated Data, solely to provide and improve the Platform and as set out in this Section.

6.2Security. We will maintain commercially reasonable administrative, technical and organisational safeguards designed to protect Customer Data, as further described in Section 17. Our current security and privacy practices are described in our Privacy Policy and Data Processing Addendum (the “DPA”), which form part of the Agreement.

6.3You are responsible for the lawfulness of Customer Data you submit, including obtaining any consents required from End Customers — for example consent to call recording by the AI Voice Receptionist, to SMS or email communications, and to processing of personal information. Where required by law, the DPA governs our role as processor and yours as controller.

6.4Aggregated and de-identified data. We may create and use Aggregated Data to operate, secure, and improve the Platform and to develop new features, products, and models — including to improve AI and prediction models; create benchmarking, repair intelligence, network intelligence, fleet insights, uptime analytics, pricing intelligence, and operational analytics; and improve fraud detection and AI quality. Aggregated Data does not identify, and is created so that it cannot reasonably be used to identify, any Customer, Authorized User, End Customer, individual driver, vehicle, or repair shop. We will not disclose Customer Data in identifiable form to third parties except as needed to provide the Platform (for example to subprocessors), as you direct, or as required by law. We will not represent identifiable Customer Data as our own.

6.5Subprocessors. We may engage affiliates and third-party subprocessors to provide the Platform. Where we maintain a subprocessor list, it is made available as described in the DPA. We remain responsible for our subprocessors’ performance of the obligations they perform on our behalf.

6.6International transfers. We operate globally and may process Customer Data in the United States and other countries. Where data-protection law requires, we will use an approved transfer mechanism as set out in the DPA.

6.7Government and legal requests. If we receive a government or other legal request for Customer Data, we will, unless legally prohibited, use reasonable efforts to notify you and to direct the requesting party to seek the data from you. We will disclose only what we are legally required to disclose.

7. AI Features

7.1Nature of AI output. The Platform includes AI Features built on machine-learning and large-language-model technology, including third-party models. AI output is probabilistic and may be inaccurate, incomplete, outdated, or inconsistent across prompts, and model behaviour may change over time, including as a result of third-party model updates outside our control. AI Features are designed to assist, not replace, professional judgement.

7.2Human review. AI-assisted inspection findings, parts suggestions, and Copilot output are recommendations only. An Authorized User must review and confirm them before they are relied on, included in an estimate, or communicated to an End Customer. You are responsible for repair, diagnostic, pricing, and operational decisions made by you or your Authorized Users, whether or not informed by AI output. To the maximum extent permitted by law, we are not liable for AI hallucinations, inaccurate or low-quality outputs, changes in model behaviour, third-party model updates, or prompt variability.

7.3AI Voice Receptionist. Where you enable the AI Voice Receptionist, you are responsible for configuring and disclosing call handling and recording in line with applicable law in each location where calls are received, including any requirement to inform callers that a call is handled by an automated system and/or recorded, and to obtain consent. You will not disable disclosures we provide for legal-compliance purposes.

7.4Providers. We may use third-party AI, model, and telephony providers to deliver AI Features. Your use of AI Features is also subject to any reasonable provider restrictions we notify to you. Section 9 (Third-Party Dependencies) applies to those providers.

7.5You will not use AI Features to make solely automated decisions producing legal or similarly significant effects on an individual without appropriate human review, or in any way that would require a regulatory authorisation you do not hold.

7.6AI improvement. Without changing your ownership of Customer Data or Customer Configurations, and where legally permitted and consistent with the DPA and Privacy Policy, we may use de-identified and aggregated interactions with the AI Features to improve AI quality, prompts, prompt libraries, orchestration, prediction models, safety, and product performance, and to develop new and improved features. Such use is limited to Aggregated Data as defined in Section 1, which does not identify, and is created so that it cannot reasonably be used to identify, any Customer, Authorized User, End Customer, individual driver, vehicle, or repair shop.

7.7No professional advice. The Platform and its AI Features are tools that provide information and suggestions only. They do not provide engineering, mechanical, repair, legal, accounting, tax, financial, or other professional advice, and no output should be relied on as such. You and your Authorized Users remain responsible for exercising independent professional judgement and for all decisions made using the Platform.

8. Intellectual Property

8.1Autograff IP. We and our licensors own and retain all right, title, and interest in and to the Platform and all related intellectual property, including all software, source code, object code, APIs, machine-learning and prediction models, model weights and tuning, prompts, prompt libraries, system prompts, embeddings, workflows, orchestration logic, automations, user interfaces, look and feel, Documentation, Aggregated Data, and all enhancements, improvements, modifications, and derivative works of any of the foregoing (however arising). Except for the limited access rights granted in Section 3, no rights are granted to you, whether by implication, estoppel, or otherwise.

8.2Feedback. If you give us suggestions, ideas, or feedback, we may use them without restriction or obligation to you, and you assign to us any rights in such feedback to the extent needed for us to do so.

8.3Customer IP. You retain all rights in Customer Data and in your own trademarks. Publicity and use of your name and marks are governed by Section 18.

8.4Customer configurations. As between the parties, you own your Customer Configurations (as defined in Section 1), being the workflows, automation rules, templates, reports, dashboards, business processes, and prompts you author within the Platform. Customer Configurations are treated as Customer Data. We own the underlying Platform that enables them, including all software, AI models, prompt libraries, orchestration logic, and platform technology, and nothing in this Section grants you rights in that underlying technology or in any general functionality, know-how, or improvements we develop. You grant us the licence in Section 6.1 to host and operate Customer Configurations and, on the terms of Section 7.6, to use de-identified and aggregated interactions with them to improve the Platform.

9. Third-Party Dependencies and Integrations

9.1The Platform depends on, and integrates with, third-party services — including large-language-model and AI providers, telephony and messaging providers, payment processors, cloud-infrastructure providers, parts and telematics providers, and other APIs. These services are provided by independent third parties under their own terms, and we do not control their availability or performance.

9.2To the maximum extent permitted by law, and provided we have acted with commercial reasonableness in selecting and managing our providers, we are not liable for any delay, interruption, degradation, data loss, or failure of the Platform caused by a third-party provider — including outages or changes affecting AI or model providers (such as OpenAI or Anthropic), telephony or messaging providers (such as Twilio), payment processors (such as Stripe), cloud-infrastructure providers, or other third-party APIs or integrations.

9.3Where you connect a third-party service, you authorise us to exchange data with it as needed to provide the integration, and your use of that service is governed by its terms. We do not warrant telematics integration as a primary data source; where offered, it is complementary, and we are not responsible for the accuracy or availability of third-party telematics data.

10. Service Availability

10.1We will use commercially reasonable efforts to achieve a target availability of 99.9% for the Platform in each calendar month, measured over the production services and excluding the periods described in Section 10.3, unless a different commitment is agreed in an Order. This target is a good-faith operational objective and not a guarantee or warranty of uninterrupted availability.

10.2Maintenance. We may perform scheduled maintenance, for which we will use reasonable efforts to give advance notice and to schedule outside typical business hours where practicable (“Scheduled Maintenance”). We may also perform emergency maintenance at any time where reasonably necessary to protect the security, integrity, or availability of the Platform (“Emergency Maintenance”).

10.3The availability target excludes unavailability caused by: (a) Scheduled Maintenance or Emergency Maintenance; (b) third-party services, providers, or networks outside our reasonable control, including those described in Section 9; (c) factors attributable to you, your Authorized Users, your configurations, equipment, or connectivity, or your breach of the Agreement; (d) suspension permitted under the Agreement; or (e) force majeure events under Section 23.3.

10.4Service credits are not provided unless and to the extent expressly set out in an Order. The availability target in this Section is an operational commitment, not a warranty, and does not entitle you to terminate except as otherwise provided in Section 16.

11. Support

11.1We will provide technical support for the Platform during the applicable regional support hours we communicate from time to time, or the support hours specified in the applicable Order. Enhanced or extended-coverage support may be available under an Order.

11.2Severity and response. We will use commercially reasonable efforts to acknowledge and respond to support requests in a manner proportionate to the severity of the issue, prioritising issues that render the Platform substantially unavailable. Response targets are good-faith targets only; we do not guarantee resolution times, and the time to resolve depends on factors including issue complexity and third-party dependencies.

11.3Roadmap and prioritisation. Feature requests and roadmap suggestions are welcome but are not commitments. We determine, in our discretion, which issues to address, how to prioritise bug fixes, and whether and when to release enhancements or features.

12. Confidentiality

12.1Confidential Information. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked or reasonably understood to be confidential. It includes, without limitation, pricing and Order terms, security information, product roadmaps, system and technical architecture, technical and API documentation, source code and models, business and financial plans, product-performance and benchmarking information, and the terms of the Agreement.

12.2The Recipient will protect Confidential Information with at least reasonable care, use it only to perform under the Agreement, and not disclose it except to its personnel, affiliates, and advisors with a need to know who are bound by confidentiality obligations at least as protective. The Recipient will not publicly disclose the Discloser’s Confidential Information — including pricing, benchmarking, security, or product-performance information — without the Discloser’s prior written consent.

12.3Confidentiality does not apply to information that is or becomes public through no breach, was known to the Recipient without obligation before disclosure, is independently developed without use of the Confidential Information, or is lawfully received from a third party. The Recipient may disclose Confidential Information where required by law, using reasonable efforts to give advance notice where permitted and to limit the disclosure.

13. Warranties and Disclaimers

13.1Each party warrants it has authority to enter into the Agreement. We warrant that the Platform will perform materially in accordance with its then-current Documentation during the Subscription Term, and that we will not materially decrease the overall security of the Platform during a paid Subscription Term. Your exclusive remedy for breach of this performance warranty is for us to use commercially reasonable efforts to correct the non-conformity, and if we cannot do so within a reasonable time, to refund pre-paid Fees for the affected functionality for the unexpired term.

13.2EXCEPT AS EXPRESSLY STATED, THE PLATFORM, ALL AI FEATURES, AND ALL BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE.

14. Indemnification

In short: Autograff stands behind its software; you stand behind your data and how you use the Platform. Section 14.1 sets out what we cover; Section 14.2 sets out what you cover; Section 14.3 is the shared procedure for both.

14.1By us. We will defend you against third-party claims that the Platform, as provided by us and used in accordance with the Agreement, infringes that third party’s intellectual-property rights, and will pay damages finally awarded or amounts agreed in settlement. This does not apply to claims arising from Customer Data, third-party services, Beta Features, modifications not made by us, or use outside the Agreement. If the Platform is or may become subject to an infringement claim, we may, at our option, procure the right to continue use, modify or replace the affected functionality, or terminate the affected functionality and refund pre-paid Fees for the unexpired term. This Section states our entire liability for intellectual-property infringement.

14.2By you. You will defend us against third-party claims arising from your Customer Data, your breach of Section 4 (Acceptable Use) or Section 6.3 (consents), your vehicle services to End Customers, or your use of AI Features or communications features in violation of law, and will pay damages finally awarded or amounts agreed in settlement.

14.3The indemnified party will give prompt notice, reasonable cooperation, and sole control of the defence to the indemnifying party (subject to the indemnified party’s right to participate with its own counsel at its own expense). Settlements that impose any non-monetary obligation or admission on the indemnified party require its prior written consent, not to be unreasonably withheld.

15. Limitation of Liability

15.1TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

15.2EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES YOU PAID OR OWE FOR THE PLATFORM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

15.3“Excluded Claims”, which are not subject to the cap in Section 15.2, are: (a) your payment obligations; (b) a party’s indemnification obligations under Section 14; (c) a party’s breach of its confidentiality obligations under Section 12; (d) your breach of Section 4 (Acceptable Use) or infringement or misappropriation of the other party’s intellectual property; and (e) a party’s fraud, gross negligence, or wilful misconduct.

15.4Some jurisdictions do not allow certain exclusions or limitations; in those jurisdictions liability is limited to the maximum extent permitted. Nothing in the Agreement limits liability that cannot be limited by law, including for death or personal injury caused by negligence. The limitations in this Section apply in aggregate across all claims and reflect the agreed allocation of risk underlying the Fees.

16. Term, Suspension and Termination

16.1The Agreement runs for the Subscription Term and renews for successive periods of equal length unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term, except where an Order states otherwise. Cancellation of a subscription, and the effect of cancellation on Fees already paid or committed, are governed by Sections 5.6 to 5.10.

16.2Either party may terminate for the other’s material breach not cured within thirty (30) days of written notice. We may terminate or suspend immediately for non-payment after notice, or as permitted under Section 4.

16.3Effect of termination; data retention. On termination or expiry, your right to access the Platform ends and you will pay any Fees accrued through the effective date. For thirty (30) days after termination, we will make Customer Data available for export in a commercially reasonable format. After that period, we will delete or de-identify Customer Data within a commercially reasonable time, except that (a) residual copies may persist in routine backups and disaster-recovery systems and will be overwritten or deleted in the ordinary course of our retention cycles; (b) we may retain Aggregated Data; and (c) we may retain Customer Data where and for so long as required by law (for example transaction records) or to enforce the Agreement.

16.4Sections that by their nature should survive (including Sections 6, 8, 9, 12, 13.2, 14, 15, 16.3, 18, 19, 22, 23, 24, and 25, and the Payments Schedule for completed transactions) survive termination.

17. Security and Business Continuity

17.1Incident notification. If we become aware of a confirmed breach of security leading to the unlawful destruction, loss, alteration, or unauthorised disclosure of, or access to, Customer Data, we will notify you without undue delay and provide information reasonably available to us to help you meet your obligations, as further described in the DPA.

17.2Evolution; audit cooperation. Our security practices will evolve over time, and we may update them provided we do not materially reduce the overall security of the Platform during a paid Subscription Term. We will respond to reasonable written security questionnaires and provide available summary documentation, subject to confidentiality, no more than once per year except following a confirmed security incident affecting you. This Section does not grant you the right to access, inspect, or audit our systems, facilities, or records.

17.3Business continuity and disaster recovery. We maintain commercially reasonable backup, disaster-recovery, and business-continuity plans designed to limit the impact of a disruption and to enable restoration of the Platform and Customer Data within a reasonable time. These plans reduce operational risk but do not guarantee uninterrupted or error-free service, and nothing in this Section creates a recovery-time or recovery-point commitment except as expressly agreed in an Order.

18. Publicity

18.1You grant us the right to identify you as a customer by name and logo in customer lists and on our website. Any case study, press release, public testimonial or quote, or use of your name or marks in other marketing materials requires your prior written consent (which may be given by email or in an Order).

18.2Either party may revoke a previously given publicity consent on reasonable written notice. Revocation applies only to future use, and unless otherwise agreed we are not required to withdraw, recall, or remove materials already published or distributed, including previously published case studies, archived or cached webpages, investor presentations, and historical marketing materials.

19. Export Controls and Sanctions

19.1Each party will comply with applicable export-control and sanctions laws, including those of the United States. You represent that you and your Authorized Users are not located in, organised under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions, and are not a denied or restricted party under applicable law. You will not access or use the Platform in violation of any export, re-export, or import restriction, or provide access to any prohibited jurisdiction or denied party.

20. Usage Limits

20.1We may set and enforce reasonable usage limits — including on API requests, storage, AI usage, uploads, number of Authorized Users, call volume, and message volume — and may apply rate limiting to protect the security, integrity, and availability of the Platform and to allocate capacity fairly. Where limits are tied to your subscription, they will be reflected in your Order or Documentation. We may adjust limits over time and will use reasonable efforts to give notice of material reductions affecting a paid subscription.

21. Beta Features

21.1We may make Beta Features available. Beta Features are optional, are provided “as is” and “as available,” and may be changed, suspended, or discontinued at any time. Beta Features may be incomplete, may contain defects, may be unavailable or unreliable, and may result in loss of data. They are not covered by the warranty in Section 13.1, the availability target in Section 10, or the indemnity in Section 14.1, and your use is at your own risk. Information about Beta Features is our Confidential Information.

22. Governing Law and Disputes

22.1The Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.

22.2The parties will first attempt in good faith to resolve any dispute informally. Any dispute not resolved within thirty (30) days will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the state or federal courts located in Delaware to protect its intellectual property or Confidential Information, and the parties consent to the jurisdiction of those courts for that purpose. To the extent permitted by law, disputes will be resolved individually, and class or representative actions are waived.

22.3For customers contracting through an Autograff entity established in another region, an Order may specify a different governing law and forum appropriate to that region; that Order controls for those customers.

23. General

23.1Entire agreement; order of precedence. The Agreement is the entire agreement on its subject matter and supersedes prior discussions. Pre-printed terms on a purchase order have no effect. In the event of conflict, an Order controls over these Terms for the relevant Customer, and a Schedule (Parts B–D) controls over Part A for the product to which it relates.

23.2Assignment. You may not assign the Agreement without our consent, except to a successor in a merger or sale of substantially all assets that is not a competitor of Autograff. We may assign to an affiliate or successor. The Agreement binds permitted assigns.

23.3Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, cloud-provider or infrastructure outages, internet or telecommunications failures, AI- or model-provider outages, cyberattacks, and denial-of-service attacks.

23.4Notices. Notices to us go to contact@autograff.ai; notices to you go to the contact on your account. The parties are independent contractors; no partnership or agency is created. There are no third-party beneficiaries except as expressly stated. If any provision is unenforceable, the rest remains in effect and the provision is enforced to the maximum extent permitted. Failure to enforce is not a waiver. These Terms may be executed or accepted electronically.

24. Platform as Intermediary

24.1The Platform may facilitate connections, transactions, or data exchange between Customers and other participants, including fleets, repair shops, dealerships, suppliers, OEMs, finance providers, warranty providers, and roadside-assistance providers. Unless we expressly agree otherwise in writing, Autograff provides only the technology platform and is not a party to, and does not guarantee, the commercial agreements, services, pricing, performance, or payment obligations between those participants. Each participant is responsible for its own dealings, and any dispute between participants is between them. This Section applies to current and future Platform functionality, including any marketplace features.

25. Platform Analytics

25.1We may monitor and analyse use of the Platform for purposes including capacity planning, product improvement, security, fraud prevention, abuse detection, operational metrics, feature adoption, billing verification, service optimisation, and reliability. We conduct this monitoring in accordance with the Agreement, the Privacy Policy, and the DPA, and any data we derive and retain for these purposes is handled as Aggregated Data except where the Agreement expressly permits otherwise.

B1. Description

ShopOS is shop-management software for independent repair shops. Depending on tier, it may include workflow and job management, digital vehicle inspections, estimates and invoicing, a customer portal, embedded payments, and on the Pro tier the AI Voice Receptionist, premium inspection, and Technician Copilot.

B2. Tiers and Eligibility

Current pricing for each tier is set out on our pricing page or in your Order, and your Order controls. Fees may change in accordance with Section 5. Free Base access for fleet-mandated shops is conditional on the shop’s participation in a fleet network on the Platform and may end if that participation ends, on reasonable notice.

Subscription term, cancellation and refunds. ShopOS is offered on a monthly plan or an annual plan, both billed monthly in advance, with the annual plan charged at a lower monthly rate in return for a twelve (12) month minimum commitment. Cancellation and refunds are governed by Sections 5.6 to 5.10: Fees are non-refundable, cancellation of a monthly plan takes effect at the end of the period already paid for, and cancellation during an annual term does not discharge the remaining committed monthly Fees. Free Base access may be cancelled at any time with no Fees owed.

B3. Shop Responsibilities

B4. ShopOS Disclaimer

Autograff provides software tools only. We are not a party to any transaction or service contract between you and an End Customer, do not perform vehicle services, and make no representation about repair outcomes. Any ROI or savings figures we provide are estimates based on your inputs and industry data, not guarantees.

C1. Description

FleetOS gives fleet operators a consolidated view of vehicles across repair shops, including status, cost, and estimated return-to-service, together with dispatch, centralised billing and reconciliation, and optional telematics integration and uptime analytics.

C2. Fees

FleetOS is subscription-based. Fees may include a fixed monthly fleet-administration fee plus a per-vehicle charge that varies with fleet size, as set out in your Order. Per-vehicle and usage-based charges, including any that scale with AI usage, will be stated in your Order before they apply.

Term, cancellation and refunds. Sections 5.6 to 5.10 apply to FleetOS subscriptions. Because FleetOS deployments vary in size and structure, your Order or a separate written agreement with us may set out different or additional terms on subscription term, minimum commitment, cancellation, and refunds, including any agreed treatment of changes in vehicle count during a billing period. Where it does, those terms control for that Customer in accordance with Section 23.1.

C3. Fleet-Directed Shop Access

C3.1FleetOS lets you invite or direct repair shops in your network onto the Platform so you can see your vehicles in their care. You are responsible for your own arrangements with those shops. Autograff does not require any shop to join, and a shop’s use of ShopOS is governed by the shop’s own agreement with Autograff.

C3.2You will not represent to any shop that Autograff mandates participation. Decisions about whether shops in your network use the Platform are yours, made under your own commercial arrangements and applicable law (including competition law).

C3.3Data sharing between you and network shops on the Platform is limited to what is necessary to give you visibility of your own vehicles and transactions. Shops retain their own shop-level data; you receive data relating to your vehicles and your billing.

C4. Billing and Reconciliation

Where FleetOS facilitates centralised billing or reconciliation, the underlying service charges are between you and the relevant shop. Autograff provides the software that presents and reconciles those charges and, where you use Payment Services, facilitates payment under Part D. Autograff is not the merchant of record for repair services and does not guarantee shop invoices.

C5. Telematics and Uptime Data

Telematics integration, where offered, is complementary and depends on third-party providers. Uptime, downtime, and predictive-maintenance analytics are estimates provided for operational convenience and are not guarantees of vehicle availability or condition.

D1. Payments Partner

D1.1Payment Services are provided through our Payments Partner (currently Stripe, Inc., including Stripe Connect). To accept payments, you must onboard with the Payments Partner and accept its terms (for example the Stripe Connected Account Agreement). Those terms govern the payment-processing relationship between you and the Payments Partner.

D1.2Autograff facilitates payments through the Platform but is not a bank, money transmitter, or the merchant of record for your transactions. Settlement and payouts to your connected bank account are handled by the Payments Partner.

D2. Fees and Charges

Payment-processing fees, including card and account-to-account (ACH/A2A) pricing and any applicable caps, are as set out in your Order or in-product disclosures. Autograff may earn a margin on payment processing; where it does, the total charge to you will be disclosed. You authorise deduction of applicable fees from processed amounts or your designated account.

D3. Compliance

D4. Chargebacks, Refunds and Reserves

You are responsible for refunds, chargebacks, disputes, and related fees on your transactions. The Payments Partner may hold reserves or delay payouts in line with its terms. Autograff is not liable for the Payments Partner’s decisions, holds, or settlement timing, but will provide reasonable assistance to help you resolve issues.

D5. Consumer Financing (Roadmap)

Any buy-now-pay-later or consumer-financing feature, if and when offered, will be provided by a licensed financing partner under separate terms presented to the End Customer. Autograff acts only as a technology facilitator and is not the lender or credit provider.