Terms of Service

1. Definitions

• "Service" refers to the software-as-a-service platform provided by RepairApprove that enables Users to send repair approval requests via SMS to their Customers.
• "User" or "You" refers to the auto repair shop, its owners, employees, and authorized agents who create an account and use the Service.
• "Customer" refers to the client of the User, to whom repair approval requests are sent.
• "User Content" refers to any and all information and content that a User uploads, submits, or transmits through the Service, including but not limited to text descriptions, photographs, pricing information, and Customer contact information.

2. Account Registration and Eligibility

To use the Service, you must register for an account. You agree to:

• (a) Provide accurate, current, and complete information during the registration process.
• (b) Maintain and promptly update your account information.
• (c) Maintain the security of your password and accept all risks of unauthorized access to your account.
• (d) Be a legitimate business entity operating in Canada and be of the legal age of majority in your province of residence.

We reserve the right to suspend or terminate accounts that we believe, in our sole discretion, are not in compliance with these requirements.

3. Acceptable Use Policy

You agree not to use the Service to collect, upload, transmit, display, or distribute any User Content that:

• (a) Violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.
• (b) Is unlawful, harassing, abusive, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, or otherwise objectionable.
• (c) Is in violation of any law, regulation, or obligations or restrictions imposed by any third party, including but not limited to the Canadian Anti-Spam Legislation (CASL).
• (d) Constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise.
• (e) Harms or attempts to harm minors in any way.
• (f) Interferes with, disrupts, or creates an undue burden on servers or networks connected to the Service, or violates the regulations, policies, or procedures of such networks.
• (g) Attempts to gain unauthorized access to the Service, other computer systems, or networks connected to or used together with the Service.

4. User Content and Responsibility

You are solely responsible for your User Content. You assume all risks associated with the use of your User Content. You hereby represent and warrant that you have obtained all necessary consents from your Customers to upload their personal information (including phone numbers) and transmit User Content to them via the Service.

You retain all of your ownership rights in your User Content. However, by submitting User Content to the Service, you grant RepairApprove a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, display, and perform the User Content solely for the purposes of operating and providing the Service to you.

5. Fees and Payment

(a) Subscription: The Service is billed on a subscription basis. You will be billed in advance on a recurring, periodic basis (e.g., monthly or annually), according to the subscription plan you select.

(b) Automatic Renewal: Your subscription will automatically renew at the end of each billing cycle unless you cancel it through your account management page or by contacting our support team.

(c) Payment: A valid payment method, such as a credit card, is required to process the payment for your subscription. You shall provide RepairApprove with accurate and complete billing information. By submitting such payment information, you automatically authorize RepairApprove to charge all subscription fees incurred through your account to any such payment instruments.

(d) Taxes: All fees are exclusive of applicable federal, provincial, or other governmental sales, goods and services (GST/HST), harmonized or other taxes, fees, or charges now in force or enacted in the future. You are responsible for all such taxes.

6. Intellectual Property

The Service and its original content (excluding User Content), features, and functionality are and will remain the exclusive property of RepairApprove and its licensors. The Service is protected by copyright, trademark, and other laws of Canada and foreign countries. Our trademarks may not be used in connection with any product or service without the prior written consent of RepairApprove.

7. Compliance with Canadian Law

(a) CASL Compliance: You acknowledge that the Service is intended for sending "Commercial Electronic Messages" (CEMs) that are transactional in nature and fall under the "existing business relationship" (implied consent) provisions of CASL. You agree not to use the Service to send messages for which you do not have the recipient's proper consent under CASL, such as marketing messages, without first obtaining express consent.

(b) PIPEDA Compliance: You acknowledge that with respect to your Customers' personal information, you are the "data controller" (or equivalent term under privacy law). RepairApprove acts as a "data processor," processing this data on your behalf and according to your instructions. We will implement reasonable administrative, physical, and technical safeguards to protect the personal information we process on your behalf.

8. Term and Termination

This Agreement will remain in full force and effect while you use the Service. We may suspend or terminate your rights to use the Service at any time for any reason at our sole discretion, including for any use of the Service in violation of this Agreement. Upon termination, your account and right to access and use the Service will terminate immediately.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. REPAIRAPPROVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL REPAIRAPPROVE OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF REPAIRAPPROVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO US FOR THE SERVICE DURING THE SIX (6) MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) ONE HUNDRED CANADIAN DOLLARS ($100.00 CAD).

11. Indemnification

You agree to indemnify, defend, and hold harmless RepairApprove, its officers, directors, employees, and agents from and against any and all claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Service, (ii) your User Content, or (iii) your violation of this Agreement.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services shall be instituted exclusively in the courts of the city of Hamilton, Ontario.

13. General Provisions

(a) Entire Agreement: This Agreement constitutes the entire agreement between you and RepairApprove regarding the use of the Service.

(b) Severability: If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired.

(c) Waiver: A waiver by RepairApprove of any right or remedy under this Agreement shall only be effective if it is in writing and signed by a duly authorized representative of RepairApprove.

14. Contact Information

If you have any questions about this Agreement, please contact us at: