TERMS OF SERVICE

FULLBAY TERMS OF SERVICE

Last Modified: May 13, 2026

Fullbay, Inc., a Delaware corporation dba Fullbay (“Fullbay”, “we” or “our”) is the provider of Fullbay’s heavy-duty repair shop software and other Fullbay branded services and products that are sold via its website at http://fullbay.com/ or any Fullbay mobile application that references these Terms of Service (collectively, the “Service”). Your (“you”, “your”, or “Subscriber”) use and access to the Service is governed by these Terms of Service, whether as a guest or registered user and creates a legally binding agreement between you and Fullbay.

THESE TERMS OF SERVICE GOVERN YOUR ACCESS AND USE OF THE SERVICE AND SUPERSEDE ALL PRIOR TERMS OF SERVICE OR AGREEMENTS BETWEEN YOU AND FULLBAY WITH RESPECT TO USE OF THE SERVICE.

BY ACCEPTING THESE TERMS OF SERVICE THROUGH USE OR ACCESS OF THE SERVICE, OR OTHERWISE ELECTRONICALLY INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, AND OUR PRIVACY POLICY , WHICH POLICY IS INCORPORATED HEREIN BY THIS REFERENCE. IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF SERVICE, IN WHICH CASE THE TERMS “YOU” OR “YOUR ” REFERS TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT USE OR ACCESS THE SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE OR THE PRIVACY POLICY, YOU MUST NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT USE OR ACCESS THE SERVICE.

IMPORTANT AUTO-RENEWAL NOTICE : YOUR SUBSCRIPTION TO THE SERVICE WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS UNLESS YOU CANCEL. FOR MONTHLY SUBSCRIPTIONS, YOU MAY CANCEL AT ANY TIME BY PROVIDING WRITTEN NOTICE TO FULLBAY, AND CANCELLATION WILL BE EFFECTIVE AT THE END OF THE CURRENT TERM. FOR ANNUAL OR MULTI-YEAR SUBSCRIPTIONS, YOU MUST PROVIDE WRITTEN NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF YOUR THEN-CURRENT SUBSCRIPTION TERM TO AVOID AUTOMATIC RENEWAL FOR AN ADDITIONAL ANNUAL PERIOD. FAILURE TO PROVIDE TIMELY NOTICE WILL RESULT IN AUTOMATIC RENEWAL AND YOU WILL BE CHARGED FOR THE RENEWAL TERM.

WE MAY REVISE AND UPDATE THESE TERMS OF SERVICE FROM TIME TO TIME IN OUR SOLE DISCRETION. ALL CHANGES ARE EFFECTIVE IMMEDIATELY WHEN WE POST THEM AND APPLY TO ALL SUBSEQUENT ACCESS TO AND USE OF THE SERVICE.

THESE TERMS OF SERVICE INCORPORATE THE RULES AND RESTRICTIONS SET FORTH IN SCHEDULE A (the “Rules”), THE ADDITIONAL TERMS FOR AI-ENABLED SERVICES SET FORTH IN SCHEDULE B (the “AI Terms”), THE APPLICATION PROGRAMMING INTERFACE TERMS SET FORTH IN SCHEDULE C (the “API Terms”), AND THE PAYMENT PROCESSING TERMS SET FORTH IN SCHEDULE D (the “Fullbay Payments Terms ”). THE RULES, AI TERMS, API TERMS, AND FULLBAY PAYMENTS TERMS SUPPLEMENT BUT DO NOT SUPERSEDE THE GENERAL TERMS OF SERVICE SET FORTH BELOW.

THE SERVICE

Subscriber will receive access to and use of the Service pursuant to these Terms of Service during Subscriber’s subscription term. Such access and use is limited to Subscriber’s internal use with Subscriber’s business operations and is revocable, non-exclusive, non-transferable, and non-sublicensable. Subscriber is responsible for all acts and omissions of its authorized users, and any act or omission by an authorized user that would constitute a breach of these Terms of Service if taken by Subscriber will be deemed a breach of these Terms of Service by Subscriber. Subscriber shall use reasonable efforts to make all authorized users aware of these Terms of Service as applicable to such authorized user’s use of the Service and shall cause its authorized users to comply with such provisions. Subscriber shall ensure that only active employees or independent contractors of Subscriber who have a need to access the Service on Subscriber’s behalf and solely for Subscriber’s internal use are authorized as users of the Service by Subscriber.

Subscriber’s and its authorized users’ access to and use of the Service through mobile devices and tablets is subject to the additional terms set forth in the “Mobile and Tablet Access” section of the Rules.

Fullbay, from time to time, may modify or upgrade the Service or certain components of the Service including, but not limited to, the hardware, software, features or environment associated with the Service. In addition, Fullbay may (i) change the third-party services that are integrated with or ancillary to the Service at any time, (ii) change the providers of such third-party services at any time, (iii) integrate new third-party services into the Service at any time or (iv) remove third-party services that are integrated into the Service at any time, in each case without Subscriber’s consent, provided that if Fullbay removes a third-party service for which Subscriber has made a prepayment to Fullbay then Fullbay will promptly refund Subscriber for such prepayment after removal of the third-party service. Fullbay reserves the right to discontinue offering the Service in its sole discretion without any liability.

We may update the information and content on the Service from time to time, but we do not warrant that the information and content within the Service is complete or up to date. Any information or content on the Service may be out of date at any given time.

Before Subscriber can access or use the primary functionality of the Service, Subscriber will be asked to provide certain registration details. It is a condition of your use of the Service that all the information and content you provide to Fullbay is correct, current, and complete. You agree that all information and content you provide to Fullbay to register for the Service or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information and content consistent with our Privacy Policy.

The Service is offered and available to users who are 18 years of age or older. You must not access or use the Service if you are under 18 years old.

Subscriber’s account and right to access the Service cannot be sold, assigned or transferred to any other person without the prior written consent of Fullbay. Subscriber may not assign any of its rights or obligations (in whole or in part) under these Terms of Service without the prior written consent of Fullbay. For purposes of these Terms of Service, a “change in control” of Subscriber (meaning any merger, consolidation, or sale of all or substantially all of Subscriber’s assets, or any transaction or series of related transactions resulting in a change of more than 50% of the voting power or equity interests of Subscriber) will be deemed an assignment requiring Fullbay’s prior written consent. Any fees or other amounts owing to Fullbay by Subscriber must be paid before Subscriber’s account and right to access the Service is sold, assigned or transferred to any other person. Fullbay may assign its rights and obligations under these Terms of Service, in whole or in part, without Subscriber’s consent.

PAYMENT TERMS

In consideration of the Service, Subscriber will pay Fullbay the fees and charges set forth in the “Subscription Info” section of the “Configuration” page of your user account as determined by the number of logins, the type of such logins, the number of shops, and any other factors set forth therein. All fees are immediately due and payable upon the date of invoice. Fullbay may change the fees and charges for the Service from time to time upon at least 15 days’ prior notice to Subscriber and Subscriber’s continued use of the Service after any such change will constitute acceptance of the new fees and charges. For monthly Subscribers, changes will be implemented at the beginning of the next monthly term. For annual or multi-year Subscribers, changes will be implemented at the start of the next annual or multi-year term. All fees and charges are due on the applicable invoice via credit card or ACH auto payment and are not refundable, except as otherwise provided in these Terms of Service. Any initial setup fee or professional services fee must be paid by Subscriber before Fullbay is obligated to perform such setup or professional services, which services may be subject to a Statement of Work and additional terms and conditions.

If Subscriber desires to add additional logins in the future, each additional login will be billed at the then-current rate for such logins. Any additional logins added during a subscription term will be committed for the remainder of that term. The cost for an additional login added mid-term will be pro-rated based on the remaining portion of the current subscription term. For billing purposes, logins may not be removed or reduced during a subscription term, whether such logins existed at the beginning of the term or were added mid-term.

Payment/ACH Authorization

By accepting these Terms of Service and providing your payment details to Fullbay, you authorize Fullbay to charge your provided credit card or debit your bank account through Automated Clearing House (ACH) for fees as they become due. These charges will cover the cost of the Service, as well as any initial setup fee or professional services fee. You acknowledge and agree that all payments will be made in U.S. dollars and that all payments are non-refundable, except as otherwise provided in these Terms of Service.

Taxes and Payment Default

Subscriber is expressly responsible for the payment of all sales, use, value-added, consumption, and other similar taxes that may be applicable or arise in connection with use of the Service. This includes but is not limited to taxes in Subscriber’s local jurisdiction.

If any payment fails or is not received when due, Subscriber agrees to resolve the situation within three calendar days. If the situation is not resolved, Subscriber acknowledges and agrees that a payment failure fee as determined by Fullbay will be charged to Subscriber’s account, and Subscriber’s access to the Service will be suspended within five (5) calendar days of non-payment. For monthly Subscribers, if payment is not received within fifteen (15) calendar days of the original due date, such non-payment will be deemed Subscriber’s intent to cancel and the Service will be terminated. For annual or multi-year Subscribers, if payment is not received within thirty (30) calendar days of the original due date, such non-payment will constitute a material breach of these Terms of Service with acceleration of all remaining contract value becoming immediately due and payable. Annual or multi-year Subscribers will have an additional thirty (30) day cure period to remedy such breach, and if not cured within such cure period (sixty (60) calendar days from original due date), Subscriber’s subscription will be terminated. Subscriber further agrees to pay Fullbay all costs and expenses, including reasonable attorney’s fees and costs of collection, incurred by Fullbay in enforcing the terms of these Terms of Service.

TERM AND TERMINATION

Monthly Subscription

If you have chosen a monthly subscription, your subscription commences as of the date of acceptance of these Terms of Service and will continue and automatically renew each calendar month thereafter unless either party gives written notice to the other party of termination of Subscriber’s subscription or Subscriber’s subscription is otherwise terminated in accordance with these Terms of Service. If a party gives written notice of termination, Subscriber’s subscription will end on the last day of the current subscription term.

Annual/Multi-year Subscription

If you have chosen an annual or multi-year subscription, your subscription commences as of the date of acceptance of these Terms of Service and will continue until the end of your annual or multi-year subscription term, unless your Subscription is terminated earlier in accordance with these Terms of Service. At the end of your subscription term, your subscription will automatically renew for successive annual periods, unless either party gives written notice to the other party of non-renewal at least 30 days prior to the end of your then-current subscription term.

Termination for Material Breach by Fullbay

Subscriber may terminate these Terms of Service upon written notice to Fullbay in the event of a material breach by Fullbay of any provision of these Terms of Service, provided that such material breach remains uncured thirty (30) calendar days after Subscriber provides written notice to Fullbay specifying the nature of such breach.

Suspension and Termination

Fullbay reserves the right to suspend or terminate your subscription or stop your usage of any aspect of the Service without prior notification if we determine in our sole discretion that (i) Subscriber has breached any of these Terms of Service, including without limitation, any obligations to make timely payment when due; (ii) there is a threat or attack on any of the Fullbay Property; (iii) Subscriber’s or any authorized user’s use of the Fullbay Property disrupts or poses a security risk to the Fullbay Property or to any other customer or vendor of Fullbay; (iv) Subscriber, or any authorized user, is using the Fullbay Property for fraudulent or illegal activities; (v) subject to applicable law, Subscriber has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (vi) Fullbay’s provision of the Service to Subscriber or any authorized user is prohibited by applicable law; or (vii) any vendor of Fullbay has suspended or terminated Fullbay’s access to or use of any third-party services or products required to enable Subscriber to access or use the Service. Fullbay will not be responsible or liable for any damages resulting from such suspension or termination.

Upon termination of these Terms of Service for any reason, you must pay all fees due through the end of your subscription term. If you have an annual or multi-year subscription, and the Service is suspended or terminated before the end of your subscription term, all remaining fees for the remainder of your subscription term shall immediately accelerate and become due and payable, and you must pay all such accelerated amounts, unless such suspension or termination is due to (x) any of the events described in subparts (ii) or (vii) in the preceding paragraph or (y) Subscriber’s termination of these Terms of Service due to Fullbay’s uncured material breach.

Upon termination of these Terms of Service, all access to the Service ends immediately. Fullbay shall have no obligation to Subscriber to maintain or provide export of data on Subscriber’s behalf, and Fullbay may dispose of such information and content without any further obligations to you upon termination of these Terms of Service.

Any provision of these Terms of Service that must survive to give effect to the purpose and intent of these Terms of Service will survive termination of Subscriber’s subscription, including without limitation the following provisions: Term and Termination, Limited Warranties, Confidentiality, Security, Proprietary Rights, Third Party Dealings, Disclaimers and Limitations, Ownership of Data, Governing Law and Venue and General Provisions.

CONDUCT OF USERS

The Service may be used only by Subscriber and its authorized users in accordance with these Terms of Service, the Rules, the AI Terms, the API Terms and the Fullbay Payments Terms. Subscriber is solely responsible for its and its users’ compliance with the Rules. Any violation of the Rules by Subscriber or any of Subscriber’s users will be a material breach of these Terms of Service. Fullbay may amend or supplement the Rules from time to time, and any amended or supplemented Rules shall be posted by hyperlink to the login page for the Service, which posting shall be deemed reasonable and adequate notice to Subscriber and its authorized users of the amended or supplemented Rules and which posting will bind Subscriber and its users to the Rules as amended or supplemented.

Subscriber and its users shall fully comply with all applicable laws which govern Subscriber’s use of the Service.

LIMITED WARRANTIES

Fullbay warrants to Subscriber that the Service will perform in material compliance with these Terms of Service. Subscriber shall notify Fullbay in writing within 30 days after becoming aware of the Service’s failure to perform in accordance with the foregoing warranty. If Subscriber does not provide timely written notice to Fullbay, the Service will be deemed to have complied with such warranty. Fullbay does not make any representations or guarantees regarding uptime or availability of the Service. Fullbay also disclaims certain warranties relating to (i) the access and use of AI-Enabled Services and the output generated thereby, as set forth in more detail in the AI Terms, (ii) the access and use of APIs, as set forth in more detail in the API Terms, and (iii) the Fullbay Payments service, as set forth in more detail in the Fullbay Payments Terms.

THE FOLLOWING ARE THE PARTIES’ RESPECTIVE SOLE AND EXCLUSIVE OBLIGATIONS, AND SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY ACTION FOR BREACH OF THE LIMITED WARRANTY UNDER THESE TERMS OF SERVICE.

Subscriber’s sole remedy for the Service’s non-conformance with the limited warranty under these Terms of Service, as determined in Fullbay’s sole discretion, shall be: (i) the correction of any deficient Service at Fullbay’s expense or (ii) in the case of an interruption to the Service that causes the Service to be unavailable for more than four hours, provide Subscriber with a credit equivalent to the pro-rated subscription charge for the period of interruption.

The foregoing warranties shall not apply to performance issues or defects in the Service that resulted from factors outside of Fullbay’s reasonable control; that resulted from any actions or inactions of Subscriber or its users; or that resulted from Subscriber’s systems, environment or equipment or any third parties’ systems, environment or equipment not within the control of Fullbay.

Fullbay does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website within the Service or featured in any banner or other advertising.

CONFIDENTIALITY

All proprietary and confidential information and materials (“Confidential Information ”) of either party will be held in confidence by the other party. Confidential Information of Fullbay will include, without limitation, information relating to Fullbay’s business and marketing plans and processes, rates, fees and other terms of pricing of the Service, customers, software, hardware and technology, or quality of performance of the Service. Confidential Information of Subscriber will be limited to information that Subscriber designates in writing as confidential at the time of disclosure, and will expressly exclude De-Identified Data, Aggregated Data, and Feedback. Confidential Information will not include information (i) already known or independently developed by the recipient, (ii) in the public domain through no wrongful act of the recipient, or (iii) received by the recipient from a third party who was authorized to disclose it. Neither party will use (for itself or for any third party) or disclose, nor permit any other person or entity under its control to use or disclose any Confidential Information, except (A) to employees, agents, third party contractors, or representatives of the recipient who have a “need to know” the information and are subject to an obligation of confidentiality to the disclosing party at least as restrictive as the restrictions contained in this Confidentiality section, (B) if required by law or legal process, (C) to enforce these Terms of Service (including the Rules), (D) to respond to claims that any content violates the rights of third parties, or (E) to protect the rights, property, or personal safety of others. Each party will promptly notify the other party if it receives a request for the other party’s Confidential Information (unless notice is prohibited by law), will reasonably cooperate with the other party’s efforts to seek protection from disclosure and disclose only that portion of Confidential Information required under applicable law. Upon termination of Subscriber’s subscription, the provisions of this Confidentiality section will survive for a period of three years from the termination date, and each party will, at the other party’s request, either return to the other party all Confidential Information of the other party in its possession or control or destroy such Confidential Information with certification to the other party stating that such Confidential Information has been destroyed. Fullbay may destroy the Confidential Information of Subscriber if Subscriber does not download and remove such Confidential Information before Subscriber’s subscription is terminated.

SECURITY

Subscriber agrees to keep secure and confidential any usernames Fullbay issued to Subscriber and its authorized users, and any passwords (whether issued by Fullbay to Subscriber or created by Subscriber). Any use of Subscriber’s username(s) and/or password(s) or the username(s) and password(s) of Subscriber’s authorized users shall be deemed as authorized by Subscriber and Subscriber shall remain solely liable for all actions thereunder unless Subscriber provides advance written notice to Fullbay that such username(s) and/or password(s) have been compromised. Subscriber agrees to immediately notify Fullbay in writing of any unauthorized use of such username(s) or password(s).

Fullbay will use commercially reasonable measures to safeguard the security of the Service. However, Fullbay does not warrant or guarantee the absolute security or integrity of the Service, nor the content, information, or data transmitted through or housed within any part of the Service.

If there is a security breach affecting Subscriber Data, Fullbay reserves the right to provide notice of such breach to affected individuals, regulatory authorities, or other parties as necessary to comply with applicable privacy laws and regulations. Subscriber shall be solely responsible for all costs and expenses associated with notifying Subscriber’s employees, customers, and any other third parties of any security breach, including without limitation the costs of preparing and sending notifications, credit monitoring services, and any other remediation measures.

PROPRIETARY RIGHTS

The Service and its entire contents, features, and functionality, including but not limited to: (i) the content contained in or presented through the Service (including, without limitation, text, displays, images, audio music, sound, photographs, graphics, video, page layout, editorial content and the design, selection, and arrangement thereof); (ii) the software, algorithms, machine learning and artificial intelligence models, hardware, files, processes, systems, databases, documentation, tools, and other technology used or provided to Subscriber; (iii) other tangible and intangible personal property relating to the Service; (iv) the trade names, trademarks, service marks, copyrights, patents, inventions, trade secrets, database rights, moral rights, know-how and other intellectual property rights relating to the foregoing; (v) the APIs (as defined in the API Terms); and (vi) all analyses, derivative works, models, modifications, improvements, enhancements, De-Identified Data, and Aggregated Data (sections (i) through (vi) in this Proprietary Rights section shall collectively be referred to as “Fullbay Property ”) are owned by Fullbay, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Fullbay retains all right, title, and interest (including all patent, copyright, trademark, trade secret, database, moral, and other intellectual property and proprietary rights) in and to the Fullbay Property. Fullbay reserves all rights not expressly granted to Subscriber in these Terms of Service. Except for the limited rights and licenses expressly granted under these Terms of Service, no right, title, or interest in or to the Fullbay Property or any other Fullbay intellectual property is granted to Subscriber, whether by implication, waiver, estoppel, or otherwise.

Subscriber is strictly forbidden from publishing, distributing through the Internet or any other public computer-based information system, creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making available any Fullbay Property to any unauthorized party.

Subscriber is granted the right to use that portion, and only that portion, of Fullbay Property that is contemplated in these Terms of Service. Subscriber will not copy, revise, alter, modify, decompile, reverse engineer, assemble, or attempt to discover, nor sell, assign, sublicense, encumber, or otherwise transfer any interest in any Fullbay Property, including, without limitation, any object code, source code, or underlying processes or algorithms contained therein, and Subscriber will not permit any person or entity to commit or engage in such activities or conduct. To the extent any right, title, or interest in any Fullbay Property or derivative work thereof vests in Subscriber by operation of law or otherwise, Subscriber hereby irrevocably assigns to Fullbay all such right, title, and interest, and shall execute any documents and take any actions reasonably requested by Fullbay to evidence or perfect such assignment. Subscriber acknowledges and agrees that any infringement or breach of the provisions in this Proprietary Rights section would significantly damage Fullbay’s business operations and threaten its viability as a business entity.

In the event of a breach or threatened breach by Subscriber of any provisions of this Proprietary Rights section, Fullbay shall be entitled to seek, in addition to any other rights and remedies available to it at law or in equity, injunctive or other equitable relief to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting a bond. Subscriber acknowledges and agrees that any such breach or threatened breach would cause irreparable harm to Fullbay and that monetary damages would not provide an adequate remedy.

THIRD PARTY DEALINGS

If Subscriber acquires goods or services from a third party, regardless of whether the goods or services are used as part of the Service or acquired through a feature of the Service, Subscriber agrees that its business dealings with such third party are solely between Subscriber and such third party. Any and all use of such third-party goods or services shall be done solely at Subscriber’s own risk and responsibility and may be subject to such legal and financial terms which govern such third-party goods or services, which Subscriber is encouraged to review before engaging with any third party. Fullbay has no liability to Subscriber or such third party arising from Subscriber’s relationship with such third party, or the goods or services acquired by Subscriber from such third party. Subscriber is responsible for paying such third party for the goods and services Subscriber acquires from such third party. In addition, Fullbay has no liability arising from any complaints or claims Subscriber may have concerning any defects in goods or services that Subscriber acquires from such third party or such third party’s failure to perform its obligations to Subscriber.

Links to third-party websites or resources may be provided by Fullbay or third parties as part of the Service. Subscriber agrees that Fullbay has no control over such websites or resources and is not responsible in any way for such websites or resources including without limitation any content, advertising, products or material on or available from such websites or resources.

DISCLAIMERS AND LIMITATIONS

SUBJECT TO THE LIMITED WARRANTIES SET FORTH IN THE LIMITED WARRANTIES SECTION, SUBSCRIBER’S USE OF THE SERVICE AND ANY EQUIPMENT, SOFTWARE AND HARDWARE PROVIDED IN CONNECTION WITH THE SERVICE IS ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN, FULLBAY DOES NOT MAKE, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE.

NEITHER FULLBAY NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE, REPRESENTS OR WARRANTS THAT THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS OR OTHER PROPERTY THAT ARE USED IN PROVIDING THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FULLBAY SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY INACCURACY, ILLEGALITY, AND/OR INAPPROPRIATENESS OF ANY CONTENT PROVIDED THROUGH THE SERVICE, ANY DAMAGE, DESTRUCTION OR CORRUPTION OF ANY CONTENT OR OTHER DATA BY THE SERVICE, OR ANY USE OR MISUSE OF, OR INABILITY TO USE, THE SERVICE BY ANY PERSON OR ENTITY.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL FULLBAY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, DIMINUTION IN VALUE, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF FULLBAY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSSES) ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR THE SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF FULLBAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FULLBAY EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM OR RELATED TO FULLBAY’S NEGLIGENCE. FULLBAY’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY SUBSCRIBER TO FULLBAY UNDER THESE TERMS OF SERVICE FOR THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO WHEN THE FIRST CLAIM OR CAUSE OF ACTION ACCRUED.

SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ANY CLAIM OR CAUSE OF ACTION WHICH SUBSCRIBER MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR THE SERVICE MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES, OR THE CLAIM OR CAUSE OF ACTION WILL FOREVER BE BARRED.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Fullbay will not be liable for failure or delay in providing the Service or other obligations under these Terms of Service if the failure or delay is due to circumstances beyond Fullbay’s control including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, pandemic, epidemic, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunication or third party services (including DNS propagation), failure of third party software or hardware, or inability to obtain raw materials, supplies, or power used in equipment needed for the provision of the Service.

Some features of the Service (including AI-Enabled Services) may provide suggested contractual language or sample agreements for use in estimates, invoices, and other correspondence or agreements between Subscriber and its customers. Fullbay, however, does not guarantee the enforceability or effectiveness of such contractual language or sample agreements. Subscriber acknowledges and agrees that all suggested contractual language and sample agreements are provided solely for Subscriber’s information and convenience. It is Subscriber’s responsibility to consult with Subscriber’s own legal counsel to determine the suitability and legality of such contractual language and sample agreements in the context of Subscriber’s business operations and to modify the same as the context of Subscriber’s business requires and as advised by Subscriber’s own legal counsel.

OWNERSHIP OF DATA; OTHER PROVISIONS RELATED TO SUBSCRIBER DATA

Subscriber understands that the technical processing and transmission of Subscriber Data and other data is necessary to Subscriber’s use of the Service and Subscriber’s use of certain third-party services that are integrated with or otherwise available through or in connection with Subscriber’s use of the Service. As between Fullbay and Subscriber, Subscriber owns all right, title, and interest, including all intellectual property rights, in and to, information, data, and other content, that is submitted, posted, or otherwise transmitted by or on behalf of Subscriber or Subscriber’s users through the Service (the “Subscriber Data”) other than De-Identified Data and Aggregated Data, and hereby grants to Fullbay a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use, review and display the Subscriber Data and perform all acts with respect to the Subscriber Data as may be necessary for Fullbay to (i) provide the Service to Subscriber and other subscribers to the Service or (ii) analyze Subscriber’s use of the Service or third-party services that are integrated with or otherwise available through or in connection with Subscriber’s use of the Service. “Vehicle Data” means data relating to Subscriber’s or its customers vehicles that is transmitted to the Service through telematics integrations, sensor devices, diagnostic tools, or other automated means on Subscriber’s behalf, including but not limited to fault codes, sensor readings, mileage, engine hours, trip data, GPS location data, and driver vehicle inspection reports. Vehicle Data is included within the definition of Subscriber Data.

Subscriber agrees that Fullbay may (i) make De-Identified Data and Aggregated Data publicly available in compliance with applicable law, (ii) use De-Identified Data and Aggregated Data to the extent and in the manner permitted under applicable law, and (iii) reproduce, distribute, modify and otherwise use and display the De-Identified Data and Aggregated Data and Subscriber hereby grants Fullbay a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to the Subscriber Data incorporated within the De-Identified Data and Aggregated Data to do any of the foregoing. As between Subscriber and Fullbay, Fullbay owns all right, title, and interest in the De-Identified Data and Aggregated Data and all intellectual property rights therein belong to and are retained solely by Fullbay. Subscriber acknowledges and agrees that Fullbay may compile De-Identified Data and Aggregated Data based on the Subscriber Data. For purposes of these Terms of Service: (a) “De-Identified Data” means data and information related to or derived from Subscriber’s use of the Service, the Subscriber Data, or Fullbay’s support of the Service that has been processed to remove, obscure, or replace any information that identifies or could reasonably be used to identify Subscriber or any individual, such that the data cannot reasonably be used to infer information about, or otherwise be linked to, Subscriber or any individual; and (b) “Aggregated Data ” means data and information related to or derived from Subscriber’s use of the Service, the Subscriber Data, or Fullbay’s support of the Service that has been combined with data from other sources such that the data does not identify and cannot reasonably be used to identify Subscriber or any individual. For clarity, De-Identified Data need not be aggregated with data from other sources, and Fullbay may freely use, own, and disclose De-Identified Data regardless of whether such data has been aggregated. Subscriber consents to Fullbay sharing the Subscriber Data with the providers of any third-party services that are integrated with or otherwise available through or in connection with Subscriber’s use of the Service as necessary to make such third-party services available to Subscriber.

Subscriber is solely responsible for the accuracy, quality, and legality of the Subscriber Data and for obtaining all rights, consents, permissions, and authorizations necessary to provide the Subscriber Data to Fullbay and to permit Fullbay to use the Subscriber Data as contemplated under these Terms of Service. Subscriber represents and warrants that (i) it has all rights, consents, permissions, and authorizations necessary to provide and use the Subscriber Data in connection with the Service; (ii) neither the Subscriber Data nor Subscriber’s or Fullbay’s permitted use of the Subscriber Data in accordance with these Terms of Service will infringe, misappropriate, or otherwise violate any third-party rights or applicable law or regulation; (iii) to the extent Subscriber Data includes data originating from third-party platforms, integrations, or services, Subscriber has obtained all necessary rights and permissions to transmit such data to the Service and no terms governing such third-party platforms restrict Fullbay’s use of such data as contemplated under these Terms of Service; and (iv) Subscriber will not transmit, upload, or otherwise make available to the Service any data that Subscriber does not have the lawful right to share. Fullbay is not obligated to verify, audit, or monitor the Subscriber Data for accuracy, legality, or compliance with third-party rights.

Subscriber understands that Subscriber or Fullbay may be transmitting data over the Internet, and over various networks, only part of which may be owned and/or operated by Fullbay. Subscriber agrees that Fullbay is not responsible for any portions of Subscriber Data or other data that are lost, altered, intercepted or stored without authorization during the transmission of data over the internet or across networks not owned and/or operated by Fullbay.

Fullbay acknowledges and agrees that all documents provided by Subscriber are the exclusive property of Subscriber. Fullbay is committed to reasonably safeguarding Subscriber’s rights and interests in these documents. Under no circumstances will Fullbay challenge or dispute the authenticity or ownership of such documents, and nothing in these Terms of Service shall be construed to diminish Subscriber’s property rights in these documents. At any point during Subscriber’s subscription term, Subscriber may request a copy of Subscriber’s documents, and Fullbay will provide the same, subject to reasonable fees payable by Subscriber to Fullbay. Upon termination of Subscriber’s subscription, Fullbay will cease to use or disclose any Subscriber documents.

Subscriber agrees that if Subscriber sends or transmits any communications or materials to Fullbay suggesting or recommending changes to the Service based on Subscriber’s experiences, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Fullbay is free to use such Feedback without any other limitation or conditions. Subscriber hereby assigns to Fullbay on Subscriber’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Fullbay is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Fullbay is not required to use any Feedback.

DISPUTES

Account Ownership Dispute

In the event of a dispute over ownership of Subscriber’s account or user access or permissions associated with Subscriber’s account, including disputes arising from the sale, transfer, or change in ownership of Subscriber’s business, Fullbay will take instruction from Subscriber’s governing body (e.g., board of directors, board of managers, managing member, managing partner) regarding how such dispute should be resolved. If Fullbay, in its sole discretion, is not satisfied that a purported governing body of Subscriber or the instructions of such governing body are legitimate, or if there is uncertainty regarding whether the Service and these Terms of Service transfer with a business sale or change in ownership, then Fullbay may, in its sole discretion: (i) terminate Subscriber’s subscription and refund any prepaid subscription amount via a credit back to Subscriber’s original payment method, (ii) suspend Subscriber’s access to the Service until such time as Fullbay either receives joint written instructions from all parties involved in the dispute as to how such dispute should be resolved or a court order directing Fullbay as to the actions that Fullbay must take with respect to the dispute, or (iii) require execution of a new service agreement with the appropriate party. All fees will continue to be charged and will be due and payable during such time as Subscriber’s account may be suspended during any such dispute.

To the maximum extent permitted under applicable law, Fullbay disclaims all liability related to or arising from any dispute over ownership of Subscriber’s account or user access or permissions associated with Subscriber’s account. Subscriber agrees to indemnify and hold Fullbay harmless from any claims, damages, or losses resulting from such a dispute.

Subscriber Disputes; Payments Dispute

Fullbay explicitly disclaims all liability related to any claims, damages or losses associated with any disputes that may arise between Subscriber and its customers, or any other third parties with respect to the Service. This includes, but is not limited to, disputes concerning payments, services, products, conduct, or any other matter, including payment disputes between Subscriber and its customers or payment processors based on payments processed by Subscriber through the Fullbay Payments feature in the Service. Subscriber agrees to indemnify and hold Fullbay harmless from any claims, damages, or losses resulting from any such dispute.

Subscriber acknowledges and agrees that Fullbay’s role is solely that of a service provider and does not involve mediating, arbitrating, or resolving any disputes between Subscriber and its customers, or third parties such as payment processors. Subscriber is solely responsible for managing and resolving any such disputes. Fullbay is not responsible or liable for any decisions made, actions taken, or outcomes of such disputes. Subscriber agrees to indemnify and hold Fullbay harmless from any claims, damages, or losses resulting from any such dispute.

Payment Dispute

Subscriber must promptly notify Fullbay in writing of any dispute regarding the fees owed by Subscriber to Fullbay within 30 days of the applicable charge, including detailed information about the nature of the dispute and the reason for the disagreement. Upon receiving the written dispute notification, Fullbay will investigate the matter internally. Subscriber agrees to cooperate fully with Fullbay during this investigation and to provide any additional information or documentation that Fullbay may request. If Fullbay determines there is an overpayment by Subscriber, Fullbay will issue a credit in the amount of the overage on the next invoice or otherwise issue a refund to Subscriber, as determined in Fullbay’s sole discretion. Subscriber remains responsible for making all payments to Fullbay in a timely manner during any payment dispute.

INDEMNIFICATION

Subscriber agrees to indemnify, defend and hold harmless Fullbay and its parents, subsidiaries and affiliates, along with their respective directors, officers, shareholders, employees, agents, contractors, content providers, service providers and representatives, from any and all claims (whether actual or threatened), demands, obligations, losses, liabilities, settlements and expenses (including without limitation, consequential damages, incidental damages, special damages, disbursements, attorneys’ fees, investigation costs, and costs of defense and collections) arising from or relating to (i) any actual or threatened claim, suit, action, proceeding, third-party discovery demand, governmental investigation, or enforcement action based upon or arising out of the acts or omissions of Subscriber or its users in connection with any use of the Service; (ii) the breach of any provision of these Terms of Service; and (iii) any content posted or transmitted by any person or entity associated with or authorized by Subscriber (other than Fullbay) through the use of the Service, including use of the Service in a manner not authorized by these Terms of Service, use of the Service in combination with data, software, hardware, equipment, or technology not provided by Fullbay or authorized by Fullbay in writing, or modifications to the Service not made by Fullbay.

Fullbay reserves the right, at Subscriber’s expense, to assume the exclusive defense and control of any matter in which Fullbay is or may be entitled to indemnification by Subscriber under this paragraph. In addition, Subscriber will be liable to Fullbay for any costs and attorneys’ fees that Fullbay incurs to successfully establish or enforce its right to indemnification under this paragraph.

NOTICES AND STATEMENTS

Except as otherwise specifically provided in these Terms of Service, all notices and statements may be sent by Fullbay to Subscriber via email or overnight delivery to the email address or delivery address provided by Subscriber to Fullbay when registering for the Service. For overnight deliveries, notices and statements will be deemed to be received upon personal delivery. For email deliveries, notices and statements will be deemed to be received upon transmission. Notices to Fullbay may be sent to the following:

Fullbay, Inc. 2 North Central Avenue, Suite 425 Phoenix, AZ 85004 Email: info@fullbay.com

SUBSCRIBER EXPRESSLY CONSENTS TO RECEIVE TELEPHONE CALLS, FAXES AND EMAILS FROM FULLBAY OR ANY OF FULLBAY’S EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES IN ANY WAY ARISING FROM THESE TERMS OF SERVICE OR THE SERVICE.

EXPORT REGULATION

The Service is subject to export control and sanctions laws of the United States and may be subject to export or import regulations in other countries. Subscriber shall comply with all applicable export control laws, sanctions, regulations, and rules of the United States and other applicable jurisdictions. Subscriber shall not, directly or indirectly, export, re-export, or transfer the Service or any Subscriber Data to any country, entity, or person prohibited by applicable law, including any U.S.-embargoed country or any person on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List or Entity List. Subscriber represents and warrants that Subscriber is not located in, under the control of, or a national or resident of any such prohibited country and is not a prohibited person or entity. Subscriber shall obtain any export license or other governmental approval required for any permitted export or re-export.

DISPUTE RESOLUTION, GOVERNING LAW AND VENUE

These Terms of Service are entered into in the state of Arizona. These Terms of Service and any rights, remedies, or obligations provided for in these Terms of Service shall be construed and enforced in accordance with the laws of the state of Arizona without regard to the conflict provisions thereof. Except as set forth in the next paragraph, all disputes that in any way arise out of or bear any relationship with these Terms of Service shall be instituted in a state or federal court in Maricopa County, Arizona. Each party hereby submits to the exclusive personal jurisdiction of such courts and waives any defense relating to venue or forum non convenience.

At Fullbay’s sole election, Fullbay may require any dispute, claim, or controversy arising out of or relating to these Terms of Service or the Service, including disputes concerning the interpretation, validity, breach, or termination of these Terms of Service, to be resolved by final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect, applying Arizona law. If Fullbay elects to require arbitration, such election shall be made by written notice to Subscriber, and upon such election, arbitration shall be the exclusive means of resolving the dispute, and both parties shall be bound by the arbitrator’s decision. The arbitration shall be conducted by a single arbitrator in Maricopa County, Arizona. Each party shall bear its own costs and attorneys’ fees in connection with the arbitration, and the parties shall share equally the fees and expenses of the arbitrator and the American Arbitration Association. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. If Fullbay does not elect to require arbitration, the dispute shall be resolved in accordance with the venue and jury trial waiver provisions set forth in these Terms of Service.

CLASS ACTION WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBSCRIBER AGREES THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICE WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS, CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). SUBSCRIBER AGREES TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. SUBSCRIBER EXPRESSLY WAIVES ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT ANY CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. ANY CLAIM THAT ALL OR PART OF THIS CLASS ACTION WAIVER IS UNENFORCEABLE, UNCONSCIONABLE, VOID, OR VOIDABLE MAY BE DETERMINED ONLY BY A COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. SUBSCRIBER UNDERSTANDS THAT BY AGREEING TO THIS CLASS ACTION WAIVER, SUBSCRIBER MAY ONLY BRING CLAIMS AGAINST FULLBAY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

WAIVER OF JURY TRIAL: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS OF SERVICE, A BREACH OR ALLEGED BREACH OF THESE TERMS OF SERVICE, OR ANY TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THESE TERMS OF SERVICE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Subscriber will pay Fullbay all costs and expenses, including reasonable attorney’s fees, incurred by Fullbay in enforcing any of the terms, conditions and provisions in these Terms of Service.

GENERAL PROVISIONS

These Terms of Service, together with any forms provided by Fullbay and completed by Subscriber in registering for the Service or ordering individual features of the Service, constitute a single, integrated, written contract expressing the entire understanding and agreement between and among the parties with respect to the subject matter of these Terms of Service, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any conflict or inconsistency between these Terms of Service and any such forms completed by Subscriber, these Terms of Service shall govern and control. Neither party has relied on any statement, representation, warranty, or agreement of the other party or of any other person on such party’s behalf, that are not set forth in these Terms of Service. If a court of competent jurisdiction determines that any provision of these Terms of Service is invalid, unenforceable or void for any reason whatsoever, such provision shall be severed from the remaining provisions of these Terms of Service and shall not affect the validity or enforceability of any remaining provisions of these Terms of Service. These Terms of Service may be amended or supplemented by Fullbay in its sole and absolute discretion. Any such amendments or supplements will be effective immediately upon Fullbay’s posting of the same by hyperlink to the login page for the Service, which posting shall be deemed reasonable and adequate notice to Subscriber and its users of the amended or supplemented Terms of Service and which posting will bind Subscriber and its users to these Terms of Service as amended or supplemented. Subscriber’s continued use of the Service thereafter shall be deemed to be consent to and acceptance of these Terms of Service as amended or supplemented. If you do not agree to any amendment or supplement to these Terms of Service, your sole remedy is to cease using and accessing the Service. No waiver of any breach or failure or delay in exercising any right, power or remedy of any provision of these Terms of Service shall constitute a waiver of the same or any other provision hereof with respect to prior, concurrent or subsequent occurrences. No waiver of any provision of these Terms of Service shall be effective unless made in writing and signed by an authorized representative of the party against whom such waiver is sought. Titles and headings are included solely for convenient reference and are not part of these Terms of Service. These Terms of Service shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Subject to the express exclusions and limitations set forth in these Terms of Service, all remedies set forth in these Terms of Service are cumulative and in addition to and not in lieu of any other remedies of any party at law or in equity. No person or entity is intended to be a third-party beneficiary of any provision of these Terms of Service. The parties represent and warrant that they have full authority to enter into and deliver these Terms of Service and to perform their obligations under these Terms of Service, and that the person who accepts these Terms of Service is duly authorized to enter into these Terms of Service on behalf of the party whom they represent.

SCHEDULE A – RULES AND REGULATIONS

These Rules and Regulations (these “Rules ”) supplement and form part of the foregoing general Terms of Service. Unless they are defined differently in this Schedule A, all capitalized terms in these Rules have the meanings set forth in the main body of these Terms of Service. The term “Rules” as used in this Schedule A and in the general Terms of Service is deemed to include any use restrictions or guidance set forth in Schedule B in connection with AI-Enabled Services.

These Rules are intended to explain the obligations of Subscriber and other users of the Service as to their conduct while using the Service. Subscriber is responsible for compliance with these Rules by all of Subscriber’s authorized users of the Service. Failure of any such user to comply with these Rules is a material breach of these Terms of Service and may result in, among other things, the termination of Subscriber’s access to the Service or termination of Subscriber’s subscription to the Service.

Restricted Use

Subscriber shall not upload, transmit or post any material, or engage in any other use of the Service that: (i) violates, or otherwise promotes, endorses, or assists in violation of, any federal, state, or local or international law, rule or regulation; (ii) disparages, defames or libels any other person or entity, or is otherwise obscene, profane, vulgar, threatening, abusive, or inaccurate, as determined by Fullbay; (iii) infringes or violates the rights of any other person or entity, including without limitation, any intellectual property or privacy rights; (iv) otherwise could impose civil or criminal liability; (v) impersonates or attempts to impersonate Fullbay, a Fullbay employee, another user, or any other person or entity; (vi) otherwise restricts or inhibits anyone’s use or enjoyment of the Service, which, as determined by Fullbay, may harm Fullbay, users of the Service, or otherwise exposes Fullbay to liability; (vii) is used to store or process any data that Fullbay has expressly identified as prohibited, or involves inputting any data into the Service that Subscriber is not authorized to share under applicable law or Subscriber’s own obligations to third parties; (viii) is used for purposes of competitive analysis, benchmarking, the development or provision of a competing product or service, or any other purpose that is to Fullbay’s detriment or commercial disadvantage, as determined by Fullbay in its sole discretion; (ix) involves sharing access credentials for the Service, allowing the shared use of authorized user logins, or exceeding the agreed upon number of authorized users; (x) involves accessing or using the Service beyond the scope of the authorization granted under these Terms of Service; (xi) uses any data obtained from or through the Service, including any outputs, reports, analytics, or other materials generated by the Service, to train, fine-tune, validate, or otherwise develop any artificial intelligence model, machine learning model, neural network, or similar technology, whether owned by Subscriber or any third party, without Fullbay’s prior written consent; (xii) involves accessing or interacting with the Service using any artificial intelligence agent, automated tool, or similar technology, except as expressly permitted by Fullbay in writing or through features made available within the Service; (xiii) engages in “screen scraping,” “database scraping,” or harvesting of any information or data (including email addresses, IP addresses, or other personal information); (xiv) involves accessing the Service using means to mask, rotate, spoof, or otherwise obscure the user’s IP address or identity; or (xv) publishes or discloses to any third party any performance data, benchmarks, or results of any testing or evaluation of the Service without Fullbay’s prior written consent. Fullbay reserves the right to notify any governmental entity, law enforcement authority, or any other party that it deems appropriate in its sole discretion, of any such activity.

TCPA, CAN-SPAM Etc.

Without limiting the generality of the Restricted Use section above, Subscriber and its users shall at all times comply with the Telephone Consumer Protection Act, the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act of 2003, the Federal Trade Commission’s Telemarketing Sales Rule, and all other laws, rules and regulations concerning privacy, telemarketing, and Internet marketing when using the Service.

Unauthorized Access

Subscriber shall not: (i) use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service without the prior written consent of Fullbay; (ii) use any device, software, or routine that interferes with the proper working of the Service; (iii) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (iv) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service; or (v) use or access the Service to collect any market research that may benefit a competing business or be used for any other competitive purposes.

Each of Subscriber and any of its users must register and maintain a valid email address with Fullbay in order to receive system notifications.

Mobile and Tablet Access

Certain features of the Service may be accessed through mobile devices and tablets, including through mobile-optimized web interfaces or mobile applications made available by Fullbay (collectively, the “Mobile Service ”). The Mobile Service is part of the Service and all provisions of these Terms of Service, including these Rules, apply to Subscriber’s and its authorized users’ access to and use of the Mobile Service.

Subscriber shall ensure that its authorized users do not access or use the Mobile Service while operating a motor vehicle or other heavy equipment, or in any manner that could impair the authorized user’s ability to safely perform his or her duties. Subscriber acknowledges and agrees that the safe operation of vehicles and equipment must always take priority over the use of the Mobile Service. Subscriber is solely responsible for establishing and enforcing policies governing the safe use of mobile devices by its authorized users in connection with the Service, including compliance with all applicable federal, state, and local laws regarding the use of mobile devices while operating motor vehicles.

Subscriber is solely responsible for obtaining and maintaining compatible mobile devices, operating systems, and data connectivity sufficient to access and use the Mobile Service. Fullbay does not warrant that the Mobile Service will be compatible with all mobile devices, operating systems, or operating system versions, and Fullbay may discontinue support for specific devices, operating systems, or operating system versions at any time. Fullbay shall have no liability for any loss of functionality, data, or access to the Service arising from Subscriber’s use of incompatible or unsupported devices or operating systems.

Subscriber acknowledges that the Mobile Service requires an active internet connection (whether cellular or Wi-Fi) and that certain features of the Mobile Service may be delayed, degraded, or unavailable in areas with limited or no connectivity. Fullbay shall have no liability for any failure to deliver timely notifications or for any data loss, synchronization errors, or interruptions in the Mobile Service caused by inadequate, intermittent, or unavailable network connectivity. Any data entered into the Mobile Service while offline may not be transmitted to the Service, and Subscriber bears the risk that such data may be lost or not properly synchronized.

Certain features of the Mobile Service may request or require access to functionality on Subscriber’s or its authorized users’ mobile devices, including but not limited to:

(i) camera access, for the purposes of scanning work orders, capturing images of vehicle conditions, or recording inspection documentation;

(ii) microphone access, for the purposes of voice-to-text transcription of technician notes or other voice-enabled features; and

(iii) push notification services, for the purposes of delivering alerts and other notifications.

Subscriber and its authorized users may manage these permissions through their device settings. However, Subscriber acknowledges that disabling certain permissions may limit or prevent the use of corresponding features of the Mobile Service. Fullbay’s collection and use of data obtained through these device permissions is governed by the Privacy Policy.

Fullbay may from time-to-time release updates to the Mobile Service. Subscriber and its authorized users are responsible for installing updates in a timely manner. Fullbay may require that authorized users install a minimum version of the Mobile Service to continue accessing the Service through a mobile device, and Fullbay may discontinue support for older versions of the Mobile Service at any time upon reasonable notice. Fullbay shall have no obligation to maintain backward compatibility with prior versions of the Mobile Service.

Subscriber is responsible for the physical security of all mobile devices used by its authorized users to access the Service. Subscriber shall ensure that authorized users take reasonable precautions to prevent unauthorized access to the Service through mobile devices, including the use of device-level passwords, biometric locks, or other access controls. Fullbay shall have no liability for unauthorized access to Subscriber’s account or data arising from the loss, theft, or compromise of an authorized user’s mobile device.

To the extent the Mobile Service is made available through a third-party application store (such as the Apple App Store or Google Play Store), Subscriber’s download and use of the Mobile Service is also subject to the terms and conditions of such third-party application store. Subscriber acknowledges that these Terms of Service are between Subscriber and Fullbay only, and not with any third-party application store provider. The third-party application store provider has no obligation to provide maintenance or support services with respect to the Mobile Service. In the event of any failure of the Mobile Service to conform to any applicable warranty, Subscriber’s sole remedy shall be as set forth in the Limited Warranties section of these Terms of Service.

Use and Data Storage

Fullbay may establish and change from time-to-time general practices and limits on the use of the Service, the amount of central processing unit (CPU) processing, bandwidth and disk usage, and levels of activity. Fullbay will use commercially reasonable efforts to provide Subscriber with advance notice of these practices and limits to the extent materially affecting Subscriber’s use of the Service.

Other Activities

Subscriber or any of its users shall not engage in any other activity that Fullbay determines in its sole discretion may be harmful to other users of the Service.

While Fullbay does not routinely pre-screen or monitor the content housed within the Service, Subscriber’s website, or other communications, Fullbay reserves the right, but does not assume any obligation, to determine at its sole discretion what constitutes acceptable content in relation to the Service. Fullbay may limit the placement of any content in a database, or any other area linked to the Service. Fullbay may use commercially reasonable efforts to remove, alter, or block access to any content deemed offensive, objectionable, or unacceptable, without prior notice. Fullbay reserves the right to determine what constitutes appropriate conduct and usage of the Service and may cease to provide or restrict access to any or all of the Service to any user at any time, for any reason, without prior notice. Fullbay also reserves the right, without assuming any obligation, to monitor and investigate complaints related to any of the aforementioned matters. Subscriber agrees to grant Fullbay access to Subscriber’s account at any time without notice, and to fully cooperate with Fullbay in providing access and information as may be requested. Subscriber acknowledges that any reservation of rights by Fullbay does not impose any obligation on Fullbay to take any of the aforementioned actions.

SCHEDULE B – ADDITIONAL AI-RELATED TERMS

These additional AI-related terms (“AI Terms”) supplement and form part of the foregoing general Terms of Service. Unless defined differently in this Schedule B, all capitalized terms in these AI Terms have the meanings set forth in the main body of the general Terms of Service.

Fullbay’s offerings now include and will in the future include certain artificial intelligence (AI)-empowered tools, made available to subscribers and, in some cases, on a free trial basis (each an “AI-Enabled Service” and collectively the “AI -Enabled Services ”). The foregoing general Terms of Service apply in full to all AI-related Services; the following AI Terms are not meant to supersede the foregoing Terms of Service, but instead to describe supplemental terms and restrictions that will apply to Fullbay’s AI-Enabled Services.

Types of AI-Generated Services

The types of AI-Enabled Services offered by Fullbay will change over time. Currently, our AI-Enabled Services include real time translation of voice into text (allowing our technician end users to capture details hands free), and cleanup and polishing of Subscriber technician notes (including certain recognized shorthand) entered into text fields.

As and when Fullbay expands its AI-Enabled Services it will use commercially reasonable efforts to provide notice to end users that such AI-Enabled Services include or are enabled by AI features. Regardless of whether AI-Enabled Services are specifically described in this Schedule, the following AI Terms will apply to them.

Subject to Subscriber’s compliance with these AI Terms, Subscriber may access and use our AI-Enabled Services. In using our AI-Enabled Services, Subscriber must comply with all applicable laws as well as our Privacy Policy, the Rules, our general Terms and Conditions and any other documentation, guidelines, or policies we make available to Subscriber.

Subscriber Content

Subscriber may provide input to the AI-Enabled Services (“Input”) and receive output from the AI-Enabled Services based on the Input (“Output”). Input and Output are collectively referred to as “User Content .” You are responsible for the User Content, including ensuring that it does not violate any applicable law or the Terms of Service. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our AI-Enabled Services.

Ownership. As between Subscriber and Fullbay, to the extent permitted by applicable law, Subscriber will retain its ownership rights in Input and also (subject to the provisions in the next paragraph) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.

Similarity of Content. Due to the nature of our AI-Enabled Services and artificial intelligence systems in general, Subscriber’s Output may not be unique and other users may receive similar output from our AI-Enabled Services. Our assignment above does not extend to other users’ output or any Third Party Output.

Use. We may use User Content to provide, maintain, develop, and improve our AI-Enabled Services, comply with applicable law, enforce our terms and policies, and keep our AI-Enabled Services safe. Please review our Privacy Policy under “Artificial Intelligence Services” for more details on how we may use data provided by the Subscriber.

Opt-out. If you are a paying subscriber to AI-Enabled Services, your subscription constitutes confirmation that you do not wish to opt out of our use of your User Content to train our models. If you are using AI-Enabled Services on a free trial or pilot basis and do not want us to use your User Content to train our models, you may opt out by discontinuing use of the AI-Enabled Services, at which point we will remove your access to such services. Please note that opting out may limit the ability of our AI-Enabled Services to better address your specific use case.

Accuracy of Output

• AI and other machine learning systems are fairly new and undergoing rapid development and changes. While Fullbay and its licensors will work to improve the AI-Enabled Services to make them more reliable, accurate and useful, given the probabilistic nature of such tools, use of our AI-Enabled Services will, in some situations, result in Output that is not accurate or does not reflect real circumstances. When Subscriber and its customers access and use our AI-Enabled Services, Subscriber understands and agrees:

• Output may not always be accurate.

• Subscriber should not rely on Output from our AI-Enabled Services as a sole source of truth or factual information, or as a substitute for guidance.

• Subscriber must evaluate Output for accuracy and appropriateness for each use case, including using human review as appropriate, before using or sharing Output from the AI-Enabled Services.

• Subscriber must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making a legal or other important decision about them.

• Our AI-Enabled Services may provide incomplete, incorrect, or even offensive Output.

Acceptable Uses

• The same Rules and restrictions on acceptable uses of the Service apply to AI-Enabled Services. In addition to those Rules and restrictions, Subscriber and its customers must not use or access the AI-Enabled Services for any illegal, harmful, or abusive activity, including:

• access or use to abuse, harm, interfere with, or disrupt our AI-Enabled Services or systems, for example, by introducing malware, spamming, hacking, or bypassing our systems or protective measures or safety mechanism, jailbreaking, adversarial prompting, or prompt injection;

• attempt to automatically or programmatically extract data or output;

• accessing or using our AI-Enabled Services or content in fraudulent or deceptive ways, such as phishing, creating fake accounts or content, including fake reviews, misleading others into thinking that generative AI content was created by a human providing services that appear to originate from you (or someone else) when they actually originate from Fullbay or the Service;

• using AI-Enabled Services (including the content they provide) to violate anyone’s legal rights, such as intellectual property or privacy rights;

• attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our AI-Enabled Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law);

• using automated means to access content from any of our AI-Enabled Services in violation of the machine-readable instructions on our web pages (for example, robots.txt files that disallow crawling, training, or other activities); or

• using AI-generated content from our AI-Enabled Services to develop machine learning models or related AI technology.

Third Party AI-Enabled Services.

Fullbay’s AI-Enabled Services may include access to third party software, products, or AI-Enabled Services, (“Third Party AI-Enabled Services”) and some parts of our AI-Enabled Services, may include output from those AI-Enabled Services (“Third Party Output ”). Third Party AI-Enabled Services and Third Party Output are subject to their own terms, and we are not responsible for them. Please see our Privacy Policy for more information concerning Third Party AI-Enabled Services.

Discontinuation of AI-Enabled Services

Fullbay may decide to discontinue one or more AI-Enabled Service, but if we do, we will give you advance notice and a refund for any prepaid, unused AI-Enabled Services.

Trade Controls

Subscriber must comply with all applicable trade laws, including sanctions and export control laws. The AI-Enabled Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. The AI-Enabled Services may not be used for any end use prohibited by applicable trade laws, and Subscriber’s Input may not include material or information that requires a government license for release or export.

Disclaimer of Warranties

OUR AI-ENABLED SERVICES, AND ALL OUTPUT GENERATED FROM THEIR USE, ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE AI-ENABLED SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE AI-ENABLED SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT OR OUTPUT WILL BE SECURE OR NOT LOST OR ALTERED. THE DISCLAIMERS SET FORTH IN THIS SECTION ARE IN ADDITION TO, AND DO NOT LIMIT OR SUPERSEDE, THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THE “DISCLAIMERS AND LIMITATIONS” SECTION OF THE GENERAL TERMS OF SERVICE, ALL OF WHICH APPLY TO THE AI-ENABLED SERVICES.

SUBSCRIBER ACCEPTS AND AGREES THAT ANY USE OF OUTPUTS FROM OUR AI-RELATED SERVICES IS AT SUBSCRIBER’S SOLE RISK AND SUBSCRIBER WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR INFORMED ADVICE.

SCHEDULE C – API TERMS

These Application Programming Interface terms (“API Terms”) supplement and form part of the foregoing general Terms of Service. Unless defined differently in this Schedule C, all capitalized terms in these API Terms have the meanings set forth in the main body of the general Terms of Service.

Fullbay may make available to Subscriber one or more application programming interfaces (“API” or “APIs”) that allow Subscriber to access data from, or integrate third-party applications with, the Service. The foregoing general Terms of Service apply in full to all use of the APIs, and the APIs are included in the Service for purposes of the general Terms of Service. The following API Terms describe supplemental terms and restrictions that apply specifically to Subscriber’s access to and use of the APIs.

API Credentials and Security

Fullbay may issue API credentials, including API keys, tokens, client IDs, or other authentication credentials (collectively, “API Credentials ”) to enable Subscriber to access the APIs. Subscriber is solely responsible for maintaining the confidentiality and security of all API Credentials issued to Subscriber. Subscriber shall not share, publish, distribute, or otherwise disclose API Credentials to any third party, and shall implement appropriate technical and organizational measures to prevent unauthorized access to or use of API Credentials. Subscriber shall immediately notify Fullbay in writing if Subscriber becomes aware of any unauthorized access to, disclosure of, or use of any API Credentials. Any access to or use of the APIs through Subscriber’s API Credentials shall be deemed authorized by Subscriber, and Subscriber shall remain solely liable for all activities conducted using Subscriber’s API Credentials unless Subscriber has provided advance written notice to Fullbay that such API Credentials have been compromised.

Rate Limits and Usage Restrictions

Subscriber’s use of the APIs is subject to rate limits, call quotas, and other usage restrictions as established by Fullbay from time to time and communicated to Subscriber through the API Documentation, the Service, or other reasonable means. Fullbay reserves the right to modify rate limits and usage restrictions at any time. Subscriber shall not attempt to circumvent, bypass, or exceed any applicable rate limits or usage restrictions, including by using multiple API Credentials, rotating credentials, or distributing API calls across multiple accounts or IP addresses to avoid rate limiting. Subscriber shall design and implement its API integrations to gracefully handle rate limit responses and to comply with any retry guidance provided by Fullbay.

Prohibited Uses

In addition to the restrictions set forth in the Rules (Schedule A) and elsewhere in these Terms of Service, Subscriber shall not use the APIs to: (i) develop, maintain, enhance, support, or operate any product or service that competes with the Service or any other product or service offered by Fullbay; (ii) replicate or replace the core functionality of the Service; (iii) resell, sublicense, or redistribute access to the APIs or any data obtained through the APIs to any third party; (iv) access the APIs for the purpose of monitoring availability, performance, or functionality, or for any other benchmarking or competitive purposes; (v) use any data obtained through the APIs to create or contribute to any database, dataset, or data repository that is made available to third parties; or (vi) use the APIs in any manner that places excessive load on Fullbay’s systems or that could damage, disable, overburden, or impair the Service or the APIs.

Subscriber shall not: (i) copy, modify, or create derivative works of the APIs, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the APIs, in whole or in part; (iii) remove any proprietary notices from the APIs or API Documentation; (iv) combine or integrate the APIs with any software, technology, services, or materials not authorized by Fullbay; (v) permit any applications using the APIs to disable, override, or otherwise interfere with any Fullbay-implemented communications to end users, consent screens, user settings, alerts, warnings, or the like; (vi) use the APIs in any applications to replicate or attempt to replace the user experience of the Service; or (vii) attempt to cloak or conceal Subscriber’s identity or the identity of any applications when requesting authorization to use the APIs.

Subscriber Applications

To the extent Subscriber develops any applications that interact with the APIs (“Subscriber Applications”), Subscriber agrees to monitor the use of such Subscriber Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of the Terms of Service, including any fraudulent, inappropriate, or potentially harmful behavior, and to promptly restrict any offending users of Subscriber Applications from further use. As between Subscriber and Fullbay, Subscriber is responsible for all acts and omissions of its end users in connection with Subscriber Applications and their use of the APIs. Subscriber is solely responsible for posting any privacy notices and obtaining any consents from end users required under applicable laws for their use of Subscriber Applications.

Throttling and Suspension

Fullbay reserves the right, in its sole discretion and without prior notice or liability, to throttle, rate-limit, suspend, or terminate Subscriber’s access to the APIs, in whole or in part, if Fullbay determines that: (i) Subscriber has violated any provision of these API Terms or the Terms of Service; (ii) Subscriber’s use of the APIs poses a security risk to Fullbay, the Service, or any third party; (iii) Subscriber’s use of the APIs is placing excessive load on Fullbay’s systems or is otherwise adversely affecting the performance or availability of the Service; (iv) Subscriber’s use of the APIs may subject Fullbay to legal liability; or (v) continued provision of API access to Subscriber is not commercially viable. Fullbay will use commercially reasonable efforts to notify Subscriber of any extended suspension or termination of API access, but failure to provide such notice shall not affect Fullbay’s right to take such action.

Changes to APIs; No Service Level Commitment

THE APIs ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FULLBAY RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE OR LIABILITY, TO MODIFY, UPDATE, DEPRECATE, OR DISCONTINUE THE APIs OR ANY FEATURES, FUNCTIONALITY, OR ENDPOINTS THEREOF AT ANY TIME. FULLBAY DOES NOT GUARANTEE ANY LEVEL OF AVAILABILITY, UPTIME, OR PERFORMANCE FOR THE APIs AND MAKES NO COMMITMENT TO MAINTAIN BACKWARD COMPATIBILITY WITH PRIOR VERSIONS OF THE APIs. SUBSCRIBER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS API INTEGRATIONS REMAIN COMPATIBLE WITH THE CURRENT VERSION OF THE APIs AND FOR MONITORING ANY CHANGES TO THE APIs. FULLBAY SHALL HAVE NO LIABILITY FOR ANY DISRUPTION, DEGRADATION, OR FAILURE OF SUBSCRIBER’S INTEGRATIONS RESULTING FROM CHANGES TO THE APIs.

API Documentation

Fullbay may make available documentation describing the APIs, including technical specifications, usage guidelines, and other materials (the “API Documentation ”). Subscriber shall comply with the API Documentation in its use of the APIs. In the event of any conflict between these API Terms and the API Documentation, these API Terms shall control. Fullbay may update the API Documentation from time to time, and Subscriber is responsible for reviewing the API Documentation periodically for any changes.

Fees

Subscriber’s access to and use of the APIs is currently included as part of Subscriber’s subscription to the Service at no additional charge. Notwithstanding the foregoing, Fullbay reserves the right to start charging for access to and use of the APIs at any time upon reasonable prior notice to Subscriber.

Intellectual Property Safeguards

Subscriber will use commercially reasonable efforts to safeguard the APIs (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Subscriber will promptly notify Fullbay in writing if Subscriber becomes aware of any infringement of any intellectual property rights in the APIs and will fully cooperate with Fullbay in any legal action taken by Fullbay to enforce its intellectual property rights.

Feedback

If Subscriber or any of Subscriber’s employees, contractors, or agents sends or transmits any communications or materials to Fullbay suggesting or recommending changes to the APIs, including without limitation new features or functionality relating thereto, or any comments, questions, or suggestions (“API Feedback ”), all such API Feedback is and will be treated as non-confidential. Subscriber hereby assigns to Fullbay on Subscriber’s behalf, and on behalf of Subscriber’s employees, contractors, and agents, all right, title, and interest in, and Fullbay is free to use, without any attribution or compensation to Subscriber or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the API Feedback, for any purpose whatsoever, although Fullbay is not required to use any API Feedback.

Disclaimer of Warranties

EXCEPT TO THE EXTENT PROHIBITED BY LAW, FULLBAY AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE APIs, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. FULLBAY DOES NOT WARRANT THAT THE APIs WILL BE UNINTERRUPTED, ACCURATE, SECURE, OR ERROR FREE, OR THAT ANY DATA OBTAINED THROUGH THE APIs WILL BE ACCURATE, COMPLETE, OR CURRENT. THE DISCLAIMERS SET FORTH IN THIS SECTION ARE IN ADDITION TO, AND DO NOT LIMIT OR SUPERSEDE, THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THE “DISCLAIMERS AND LIMITATIONS” SECTION OF THE GENERAL TERMS OF SERVICE, ALL OF WHICH APPLY TO THE APIs.

SCHEDULE D – FULLBAY PAYMENT TERMS

These Fullbay Payment Terms (“Fullbay Payment Terms” ) supplement and form part of the foregoing general Terms of Service. Unless defined differently in this Schedule D, all capitalized terms in these Fullbay Payment Terms have the meanings set forth in the main body of the general Terms of Service.

Fullbay makes available, as an optional integrated feature of the Service, a payment acceptance and processing solution branded as “Fullbay Payments.” Fullbay Payments enables Subscriber to accept and manage credit card, debit card, eCheck/ACH, digital wallet (including Apple Pay and Google Pay), buy-now-pay-later, in-person terminal, and other supported payment methods from Subscriber’s customers (“Payors” ) in connection with invoices, service orders, Quick Charge requests, and other payment requests generated through the Service. Fullbay Payments is currently offered to Subscribers located in the United States and Canada. Subscriber’s access to and use of Fullbay Payments is subject to the general Terms of Service, the Rules, and these Fullbay Payment Terms.

Role of Fullbay; Third-Party Processors

Fullbay is a software platform provider and is not a bank, money transmitter, money services business, card network, or payment processor. Credit card, debit card, eCheck/ACH, digital wallet, buy-now-pay-later, in-person terminal, and other supported payment methods accepted through Fullbay Payments (collectively, “Transactions”) are authorized, processed, cleared, settled, refunded, returned, and otherwise handled by one or more third-party payment processors, acquiring banks, issuing banks, card networks, and other payment service providers (collectively, “Processors”). The Processors currently include Stripe, Inc. and may include other or successor providers selected by Fullbay from time to time. Subscriber’s use of Fullbay Payments is conditioned on Subscriber’s acceptance of, and continuing compliance with, each applicable Processor’s then-current terms of service, merchant or connected-account agreement, acceptable use policy, and other applicable terms (collectively, “Processor Terms”), as may be presented in the Service, during onboarding for Fullbay Payments, or through the applicable Processor’s portal. Subscriber is solely responsible for reviewing, understanding, and complying with all Processor Terms. As between Subscriber and a Processor, the Processor Terms control with respect to the services provided by that Processor. The Processor Terms include the Stripe Services Agreement located at https://stripe.com/legal/ssa and the Stripe Connected Account Agreement located at https://stripe.com/legal/connect-account , as the same may be updated from time to time by Stripe, Inc. By agreeing to these Terms of Service, Subscriber agrees to be bound by the Stripe Services Agreement and the Stripe Connected Account Agreement. Fullbay shall have no liability whatsoever for any services provided by any Processor, or any acts, omissions, errors, delays, or failures of any Processor, including Stripe, Inc., and Subscriber’s sole recourse for any claims arising from a Processor’s services shall be directly against such Processor in accordance with the applicable Processor Terms.

Onboarding; Underwriting; Information Sharing

To enable Fullbay Payments, Subscriber must complete an application and submit such information regarding Subscriber, its principals, beneficial owners, control persons, business activities, External Account (as defined below), and expected processing volumes as Fullbay or any Processor may reasonably require. Subscriber represents and warrants that all such information is true, accurate, complete, and not misleading, and shall promptly update it upon any material change. Subscriber must notify Fullbay in writing before any change in control (as defined in the general Terms of Service) or material change in business model affecting Subscriber’s risk profile or eligibility for Fullbay Payments. Subscriber authorizes Fullbay and each Processor to verify Subscriber’s identity, business, beneficial ownership, financial condition, creditworthiness, processing history, sanctions and watchlist status, and eligibility, including through database checks, document requests, tax identification validation, bank account verification, and transaction review. Fullbay may decline, limit, suspend, or terminate Subscriber’s access to Fullbay Payments if Subscriber fails to provide requested information, if information cannot be verified or is inaccurate, if a Processor rejects or suspends Subscriber’s account, or if Fullbay determines that providing Fullbay Payments presents unacceptable legal, compliance, financial, reputational, or operational risk. Subscriber authorizes Fullbay and each Processor to share information concerning Subscriber, its principals, authorized users, Payors, External Account, and Transactions with Processors, fraud-prevention vendors, regulators, and other parties as Fullbay or any Processor reasonably deems necessary to provide, support, or monitor the Fullbay Payments service, or to comply with applicable law. Approval to use Fullbay Payments is at the sole discretion of Fullbay and each applicable Processor, and may be denied, conditioned, limited, or revoked at any time and for any reason.

Payment Data

Fullbay may collect, process, use, and retain data relating to Subscriber’s account, Transactions, customers, payment methods, settlements, disputes, fees, and related activity for operations, support, analytics, risk management, fraud prevention, underwriting, compliance, reporting, and product development.

Authorization to Initiate Debits and Credits

Subscriber shall designate and always maintain at least one business bank account approved by Fullbay or the applicable Processor for settlement, fees, refunds, reversals, and adjustments (each, an “External Account” ). Subscriber represents that it owns, or is fully authorized to use, each External Account for these purposes. Subscriber authorizes Fullbay, each Processor, and their respective affiliates and service providers to initiate credit and debit entries (including ACH, wire, or card-network debits) to the External Account, and to withhold or offset such amounts against settlement funds, in each case for all amounts owed under these Fullbay Payment Terms or any Processor Terms, including processing fees, Chargebacks (as defined below), refunds, returns, reversals, negative balances, fines, assessments, Reserve (as defined below) funding, indemnity amounts, and any other amounts owed by Subscriber to Fullbay, a Processor, a card network, or a Payor. This authorization shall remain in effect until all such amounts have been satisfied in full, notwithstanding any suspension or termination of Fullbay Payments, the Service, or these Terms of Service. Subscriber is solely responsible for the accuracy and currency of External Account information, and Fullbay shall have no liability for any failed debit, misdirected payment, or other loss caused by inaccurate, outdated, or unauthorized External Account information.

Settlement; Funding Times

Settlement of funds related to Transactions is performed by the applicable Processor in accordance with the Processor Terms. As of the date hereof, Fullbay Payments generally provides next-business-day funding for approved credit card Transactions and two-business-day funding for approved ACH/eCheck Transactions, in each case excluding the Transaction date and excluding bank holidays. All funding timing is estimated, not guaranteed, and is subject to risk review, holds, Reserves, cut-off times, network and bank delays, Processor procedures, and other factors outside Fullbay’s control. To the extent applicable law or any Processor arrangement deems Fullbay to receive or hold funds in connection with a Transaction, Subscriber hereby appoints Fullbay as Subscriber’s limited, non-fiduciary payment-collection agent solely for the purpose of receiving, directing, and settling such funds on Subscriber’s behalf; receipt of such funds by Fullbay shall be deemed receipt by Subscriber, and the Payor’s payment obligation to Subscriber shall be discharged to the extent of such receipt. Nothing in these Fullbay Payment Terms creates a fiduciary, trust, deposit, stored-value, or money-transmission relationship between Fullbay and Subscriber.

Fees and Charges

Subscriber shall pay all fees and charges applicable to its use of Fullbay Payments, including (i) transaction-based processing fees (which may be assessed as a percentage of the Transaction amount, a flat per-Transaction fee, or both, and which may vary by payment method, card type, card-present versus card-not-present status, and other factors); (ii) any monthly, terminal, gateway, dispute, Chargeback, return, hardware, or other fees disclosed through the Service, an order form, the application, or the Processor Terms; and (iii) all interchange fees, network assessments, and other fees and charges imposed by Processors or other third parties with respect to any aspect of Fullbay Payments. Fees may be collected by deduction from settlement funds, debit to the External Account, invoice, offset against amounts otherwise owed to Subscriber, or any other lawful method, as Fullbay or the applicable Processor may elect. Notwithstanding any contrary provision in these Terms of Service, Fullbay may change the fees and charges applicable to Fullbay Payments, and the rate of such fees and charges, at any time by providing at least five (5) calendar days’ prior notice to Subscriber. Such changes shall become effective at the end of the five (5) calendar day notice period, regardless of whether Subscriber is a monthly, annual, or multi-year subscriber, and Subscriber’s continued use of Fullbay Payments after such changes become effective shall constitute acceptance of such changes. The Stripe S700 (or any successor) terminal device, if used, must be purchased separately and is subject to its own pricing and terms.

Subscriber is solely responsible for determining and remitting all taxes applicable to goods or services sold, payments received, or Transactions submitted through Fullbay Payments. Fullbay does not determine Subscriber’s tax obligations, collect taxes on Subscriber’s behalf, or guarantee that any tax-related data or reports are complete or suitable for filing.

Chargebacks, Refunds, and Disputes

As between Subscriber and Fullbay, Subscriber bears all risk and liability associated with chargebacks, retrieval requests, payment-network disputes, ACH returns, refunds, reversals, and similar items relating to Transactions (collectively, “Chargebacks” ). Subscriber authorizes Fullbay and each Processor to deduct, debit, withhold, or otherwise recover the full amount of any Chargeback, together with any related fees, fines, and assessments, from settlement funds, the External Account, any Reserve, or any other amounts otherwise payable to Subscriber. Subscriber is solely responsible for timely managing, responding to, and resolving Chargebacks in accordance with the procedures and timeframes established by the applicable Processor and card network, including by submitting documentation through tools provided in the Service. Fullbay’s role with respect to any dispute between Subscriber and a Payor is limited to providing technology and workflow support; Fullbay does not mediate, arbitrate, decide, or assume risk for any such dispute, and Subscriber shall not initiate any refund or credit other than through the Service or as otherwise permitted by the applicable Processor.

Transaction Risk

Subscriber bears all risk associated with Transactions, including fraud, unauthorized activity, customer disputes, Chargebacks, returns, non-sufficient funds, failed settlements, negative balances, fines, assessments, network fees, and liabilities imposed by any Processor or payment network. Fullbay may provide reporting, workflow, or support features, but does not assume Subscriber’s transaction risk.

Reserves and Risk Controls

Fullbay or any Processor may, in its sole discretion, require Subscriber to establish, fund, and maintain a reserve, holdback, rolling reserve, minimum balance, delayed-settlement arrangement, collateral, or similar risk control account or arrangement (each, a “Reserve” ) as a condition to providing or continuing Fullbay Payments. The amount, funding method, duration, and release timing of any Reserve will be determined by Fullbay or the applicable Processor based on Subscriber’s risk profile, processing activity, dispute history, anticipated liabilities, and other commercially reasonable factors. Any Reserve may be funded by withholding settlement funds, debiting the External Account, offsetting amounts otherwise payable to Subscriber, or any other lawful method, and may be applied at any time to amounts owed by Subscriber under these Fullbay Payment Terms or any Processor Terms. Unless required by applicable law, Reserve funds shall not bear interest for Subscriber’s benefit, and Subscriber’s interest in any Reserve shall be limited to a contingent right to receive any amount remaining after all applicable liabilities have been satisfied. Fullbay and each Processor may also, at any time and without prior notice, decline or delay Transactions, restrict functionality, impose limits, request additional information, hold funds, or suspend Fullbay Payments in whole or in part if fraud, excessive risk, unlawful activity, rule violations, or breach is suspected.

Permitted and Prohibited Use

Subscriber shall use Fullbay Payments only in connection with bona fide Transactions arising from Subscriber’s legitimate heavy-duty repair, fleet maintenance, parts-sales, and related business activities conducted through the Service, and only with respect to Payors of Subscriber. Subscriber shall not (i) submit any Transaction that is fraudulent, unauthorized, illegal, or in violation of any applicable law, card-network rule, NACHA rule, or Processor Term; (ii) factor, launder, or otherwise process Transactions on behalf of any person or entity other than Subscriber; (iii) split, structure, or rebill Transactions to evade processing limits, surcharges, or risk controls; (iv) impose any surcharge, convenience fee, or minimum or maximum amount on a Transaction except as expressly permitted by applicable law, the applicable card-network rules, and the applicable Processor Terms; (v) use Fullbay Payments to accept payment for goods or services in any category prohibited by Fullbay, any Processor, or any card network (such categories as may be updated from time to time); or (vi) use Fullbay Payments in or for the benefit of any country, region, or person that is the subject of U.S. or other applicable sanctions or export controls. Fullbay may, in its sole discretion, restrict or refuse any Transaction or category of Transactions.

Data Security

Subscriber is solely responsible for the security of its own systems, devices, networks, integrations, and personnel through which any cardholder data, account information, and other payment data is accessed, entered, or transmitted, except for those components managed solely by Fullbay or a Processor. Subscriber shall not store the full contents of any track from a payment card, any card verification value (CVV/CVC/CID), or any PIN or PIN block, and shall not retain any cardholder data. If Subscriber believes its account has been accessed without authorization or that an unauthorized Transaction has occurred, Subscriber must notify Fullbay immediately; delay in reporting may reduce available remedies and increase Subscriber’s liability. Subscriber shall promptly (and in any event within twenty-four (24) hours of discovery) notify Fullbay in writing of any actual or reasonably suspected unauthorized access to, compromise of, or breach involving Subscriber’s account, credentials, External Account, payment data, or other Subscriber systems used in connection with Fullbay Payments, and shall reasonably cooperate with Fullbay, each affected Processor, and any regulator or law-enforcement authority in investigating and remediating the incident.

Fraud Monitoring

Fullbay and Processors may use automated and manual tools to identify suspected fraud, unauthorized activity, or risk indicators. Such monitoring is performed for the benefit of Fullbay and Processors; Fullbay does not undertake a duty to monitor on Subscriber’s behalf and does not guarantee detection or prevention of fraud. Based on available information, Fullbay may decline, delay, reverse, or limit Transactions, disable features, require additional authentication, or suspend Subscriber’s account, in each case without prior notice where Fullbay believes prior notice would increase risk, violate law, or compromise security.

Representations and Warranties of Subscriber

Subscriber represents and warrants, on a continuing basis throughout its use of Fullbay Payments, that: (a) all information provided by Subscriber to Fullbay or any Processor in connection with Fullbay Payments is and will remain true, accurate, complete, and not misleading; (b) each Transaction submitted by Subscriber represents a bona fide sale of goods or services by Subscriber to the Payor for the amount charged, has been authorized by the Payor, and is not subject to any actual or threatened dispute, set-off, or counterclaim known to Subscriber; (c) Subscriber has obtained and will maintain all consents, authorizations, and permissions required under applicable law to provide Payor information and other personal information to Fullbay and each Processor; (d) Subscriber is and will remain in compliance with all applicable laws, card-network rules, NACHA rules, PCI-DSS, Processor Terms, the Terms of Service, and these Fullbay Payment Terms; and (e) Subscriber shall not use Fullbay Payments for any purpose prohibited by Fullbay or any Processor.

Disclaimer of Warranties

FULLBAY PAYMENTS, ALL PROCESSOR SERVICES ACCESSED THROUGH FULLBAY PAYMENTS, AND ALL TERMINAL DEVICES, INTEGRATIONS, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, FULLBAY AND ITS AFFILIATES MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) WITH RESPECT TO FULLBAY PAYMENTS OR ANY PROCESSOR SERVICE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. FULLBAY DOES NOT GUARANTEE THE ACCEPTANCE, AUTHORIZATION, CLEARING, SETTLEMENT, TIMING, OR AVAILABILITY OF ANY TRANSACTION OR ANY ACTION OR INACTION OF ANY PROCESSOR OR OTHER THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FULLBAY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO FULLBAY PAYMENTS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00), AND MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. THE DISCLAIMERS AND LIMITATIONS IN THIS SECTION SUPPLEMENT, AND DO NOT LIMIT OR SUPERSEDE, THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THE “DISCLAIMERS AND LIMITATIONS” SECTION OF THE GENERAL TERMS OF SERVICE, ALL OF WHICH APPLY IN FULL TO FULLBAY PAYMENTS.

Indemnification

In addition to, and without limitation of, Subscriber’s indemnification obligations set forth in the general Terms of Service, Subscriber shall defend, indemnify, and hold harmless Fullbay and its parents, subsidiaries, and affiliates, and their respective directors, officers, employees, agents, contractors, service providers, and licensors, from and against any and all claims, demands, losses, liabilities, damages, fines, penalties, assessments, costs, and expenses (including reasonable attorneys’ fees and costs of collection) arising out of or relating to: (i) Subscriber’s breach of these Fullbay Payment Terms, any Processor Terms, any card-network or NACHA rule, or any applicable law; (ii) any Transaction submitted by or on behalf of Subscriber, including any Chargeback, refund, return, dispute, fraud, unauthorized Transaction, or claim brought by any Payor or third party in respect thereof; (iii) any amount imposed on, charged to, or collected from Fullbay by any Processor, card network, bank, or other third party in connection with Subscriber’s processing activity, whether or not Subscriber disputes such amount; (iv) any unauthorized access to or use of Subscriber’s account, credentials, External Account, or systems, except to the extent caused by Fullbay’s gross negligence or willful misconduct; (v) any failure by Subscriber to comply with PCI-DSS or any other payment-data security requirement; and (vi) the goods or services sold or provided by Subscriber to any Payor and Subscriber’s relationship with each Payor. Fullbay may, at Subscriber’s expense, assume the exclusive defense and control of any matter subject to indemnification hereunder.

Suspension and Termination

In addition to Fullbay’s suspension and termination rights set forth in the general Terms of Service, Fullbay may suspend, limit, or terminate Subscriber’s access to Fullbay Payments, in whole or in part, immediately and without prior notice or liability, if (a) Subscriber breaches these Fullbay Payment Terms or any Processor Terms; (b) any Processor suspends, terminates, or directs limitation of Subscriber’s account or processing privileges; (c) Subscriber’s activity poses suspected fraud, security, compliance, financial, reputational, or operational risk; (d) Fullbay reasonably believes such action is required by applicable law or by any regulator, court, or card network; or (e) Fullbay discontinues Fullbay Payments or any feature thereof. Subscriber may discontinue its use of Fullbay Payments at any time upon written notice to Fullbay; provided that (i) termination of Fullbay Payments does not terminate any Processor Terms, which Subscriber must terminate separately if and as required by the applicable Processor, and (ii) Subscriber shall remain liable, after suspension or termination, for all Chargebacks, refunds, returns, fees, fines, assessments, Reserve obligations, indemnification obligations, and other amounts arising from or relating to Transactions submitted prior to termination. The authorizations granted by Subscriber under the “Authorization to Initiate Debits and Credits” section, and the “Reserves and Risk Controls” section, shall survive until all such amounts have been paid in full.

Modification of Fullbay Payments

Fullbay may, in its sole discretion and without liability, modify, add, remove, replace, or discontinue Fullbay Payments or any feature, payment method, Processor relationship, terminal device, geographic availability, or other element thereof at any time. Where reasonably practicable, Fullbay will use commercially reasonable efforts to provide advance notice of any change that Fullbay reasonably expects to be materially adverse to Subscriber.

Survival

The following sections survive any termination or expiration of Fullbay Payments and these Fullbay Payment Terms: Authorization to Initiate Debits and Credits; Fees and Charges; Chargebacks, Refunds, and Disputes; Reserves and Risk Controls; Data Security; Representations and Warranties of Subscriber; Disclaimer of Warranties; Indemnification; Suspension and Termination; and this Survival section, together with any other provision that by its nature is intended to survive.