Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions, together with the Privacy Policy, any applicable Data Processing Addendum, Order Form, Statement of Work, or subscription confirmation (collectively, the “Agreement”), govern access to and use of the customer relationship management software-as-a-service platform, associated mobile applications, APIs, websites, and related services (collectively, the “Service”) provided by USMS Inc., a California corporation with its principal place of business at 44240 Fremont Blvd, Suite 10, Fremont, CA 94538 (“USMS,” “Company,” “we,” “us,” or “our”).

The Service supports automotive repair shops, mechanics, service writers, and related personnel in managing customer relationships, vehicle service records, appointments, invoicing, communications, and related operations. It also provides customer-facing functionality to vehicle owners and other individuals who create an account, request service, make a payment to a Shop, receive updates, or otherwise use the Service.

In these Terms, “Customer” or “Shop” means a business using the Service for its operations; “Vehicle Owner” means an individual using customer-facing Service functionality; and “User” means a Customer’s authorized employee, contractor, or agent, or a Vehicle Owner. Provisions directed specifically to a Customer or Shop apply to that business; all Users remain subject to the provisions that apply to their use of the Service.

By accessing or using the Service, registering for an account, or clicking to accept these Terms, you represent that you are at least eighteen (18) years old and have the legal authority to enter into this Agreement. If you act for a business entity, you represent that you have authority to bind that entity. The Service is intended for use in the United States and is not directed to children. USMS does not knowingly collect personal information from children under 13 in a manner subject to COPPA.

2. Definitions

Applicable Data Protection Laws.

All applicable U.S. federal and state laws, rules, and regulations governing privacy, security, and personal information, including the CCPA as amended by the CPRA, CalOPPA, CIPA, and comparable state consumer privacy laws and regulations.

Customer Data.

Any data, including personal information, that a Customer or its Users submit to, or that is collected, processed, or stored by, the Service on the Customer’s behalf, including data about the Customer’s own customers (“End Customers”).

Personal Information.

Information defined as personal information, personal data, or a similar term under Applicable Data Protection Laws.

Sensitive Personal Information.

Information given that meaning under the CCPA/CPRA and comparable laws, including government identifiers, financial-account and payment-card information, and precise geolocation, to the extent processed through the Service.

Service Provider and Processor.

Entities that process personal information on behalf of, and at the direction of, a business or controller under Applicable Data Protection Laws.

3. The Service and Account Registration

3.1 Description

The Service provides tools for customer and vehicle records, repair-order and estimate management, scheduling, invoicing and payment facilitation, messaging and notifications, reporting, and integrations with third-party parts, payment, and accounting systems.

3.2 Account Registration

You must provide accurate, current, and complete information, maintain the confidentiality of your credentials, and notify USMS promptly of unauthorized account use or another security breach.

3.3 Authorized Users and End Customer Consents

Each Customer is responsible for its Users’ compliance with this Agreement and for obtaining the notices, consents, and legal bases required for its collection, storage, and communications with End Customers, including SMS and email communications under the TCPA, CAN-SPAM Act, and applicable state law.

3.4 Changes to the Service

USMS may modify, suspend, or discontinue any part of the Service at any time. We will use commercially reasonable efforts to notify Customers of material adverse changes to paid functionality.

4. Subscription Plans Fees and Billing

4.1 Subscription Plans and Fees

The Service offers subscription plans, pricing tiers, fixed-term subscriptions, month-to-month subscriptions, and free or trial access as described on the Service or an applicable Order Form. Customers agree to pay all fees for their selected plan in U.S. dollars. Fees are non-refundable except as expressly provided in this Agreement or required by law.

4.2 Automatic Renewal and Cancellation

For an auto-renewing subscription, the plan automatically renews at the end of its term for a successive term of equal length at then-current pricing unless cancelled before renewal. Before a paid subscription begins or a free trial converts, USMS will provide disclosures required by applicable automatic-renewal law, including recurring charges, term length, and how to cancel. Customers may cancel through account settings or by contacting usmechanicservices@gmail.com.

4.3 Other Billing Terms

Non-auto-renewing subscriptions end at the applicable term unless renewed. Customers are responsible for applicable sales, use, and similar taxes, other than taxes on USMS’s net income. USMS may suspend overdue accounts after notice and a reasonable opportunity to cure, may charge interest at the lesser of 1.5% per month or the maximum permitted rate, and may change subscription fees with at least 30 days’ prior notice effective at the next renewal term.

4.4 Vehicle Owner Payments

When a Vehicle Owner pays a Shop through a Service-facilitated payment experience, the Shop—not USMS—sets the service scope, pricing, cancellation, and refund terms. Payment processing is subject to the applicable third-party processor’s terms. USMS does not provide automotive repair services and is not a party to the repair-services contract between a Vehicle Owner and a Shop.

5. License Grant and Restrictions

Subject to this Agreement and payment of applicable fees, USMS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the subscription term solely for internal business operations. Users may not copy, modify, or create derivative works of the Service; reverse engineer it except where law prohibits that restriction; rent, lease, sell, sublicense, distribute, or transfer access; use it to build a competing product; remove proprietary notices; violate applicable law; upload malicious code; use automated means except documented APIs; or process personal information of people outside the United States without USMS’s prior written consent.

6. Customer Data and Ownership

6.1 Ownership and License

As between USMS and Customer, Customer retains all right, title, and interest in Customer Data. USMS retains all right, title, and interest in the Service, its software, technology, improvements, and lawful aggregate or de-identified data. Customer grants USMS a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data as necessary to provide, maintain, support, and improve the Service, comply with law, and as otherwise permitted by this Agreement and the Privacy Policy.

6.2 Accuracy and Legality

Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for ensuring it has all required rights, consents, notices, opt-in or opt-out mechanisms, and legal bases to submit End Customer Personal Information and permit USMS to process it. Data that a Vehicle Owner submits directly to USMS is governed by the Privacy Policy and applicable law; this does not change a Shop’s responsibility for Customer Data it submits or collects through the Service.

7. Acceptable Use Policy

Customer and Users must not use the Service to collect personal information unlawfully or without appropriate notice or consent; send unsolicited commercial communications in violation of CAN-SPAM, TCPA, CIPA, or state telemarketing or texting laws; upload sensitive personal information beyond what is reasonably necessary for shop or CRM operations except through a feature specifically designed and secured for that purpose; harass, defame, or violate another person’s rights; upload infringing content; or attempt to gain unauthorized access to a system or network connected to the Service.

8. Data Privacy and Security

8.1 Roles of the Parties

USMS acts as a Service Provider or Processor, as applicable, for Customer Data that is personal information of a Customer’s Users and End Customers; the Customer acts as the Business, Controller, or equivalent role. For account, billing, and usage data collected directly by USMS for its own business purposes, including Vehicle Owner account data, USMS acts as a Business or Controller and the Privacy Policy governs that processing.

8.2 Processing Restrictions

USMS does not sell or share Customer Data or End Customer Personal Information for monetary or other valuable consideration and does not use it for cross-context behavioral advertising. When acting as a Service Provider or Processor, USMS processes personal information only for the limited and specified purposes in this Agreement and Customer’s documented instructions; does not retain, use, disclose, sell, or share it outside those purposes or the direct business relationship; provides the level of privacy protection required by applicable law; and will notify Customer if it can no longer meet those obligations.

8.3 Data Processing Addendum and Requests

The parties may enter into a separate Data Processing Addendum that forms part of this Agreement and controls if it conflicts with this Section for personal-information processing. USMS will provide commercially reasonable assistance and tools to enable Customers to respond to applicable verifiable consumer requests. If USMS receives a direct request about Customer Data, it may direct the requester to the Customer or respond as required by law and notify the Customer.

8.4 Security Retention and International Data

USMS maintains administrative, technical, and physical safeguards designed to protect Customer Data. No transmission or storage method is completely secure. USMS will notify a Customer of a confirmed Security Incident without unreasonable delay and as required by applicable law. Customer Data is retained during the subscription term and for a reasonable period after, then deleted or de-identified unless retention is required by law or a legitimate business purpose. The Service is hosted in the United States and is intended for U.S. use; Customers must not use it to process data subject to the EU GDPR, UK GDPR, or other non-U.S. data-protection laws without USMS’s prior written consent and appropriate safeguards.

8.5 Privacy Policy Cookies and Aggregate Data

The Privacy Policy, including California-specific disclosures, is incorporated into this Agreement. USMS may use cookies and similar technologies as described in that policy and, where required, provides applicable opt-out mechanisms and honors opt-out preference signals. USMS may create, use, and disclose de-identified or aggregated data that does not identify a Customer, User, or End Customer, while maintaining and using it in de-identified form and not attempting to re-identify it.

9. Third Party Services and Integrations

The Service may integrate with payment processors, parts and inventory suppliers, accounting software, and communication providers. USMS is not responsible for their practices, content, or security, and use is subject to their applicable terms and privacy policies. USMS does not store full payment-card numbers except as necessary to facilitate an integration and in compliance with PCI DSS to the extent applicable.

10. Intellectual Property

The Service, including software, source code, designs, trademarks, and documentation, is owned by USMS or its licensors and protected by intellectual-property law. No rights are granted except those expressly set out in this Agreement. USMS may use feedback, suggestions, and ideas about the Service without restriction or obligation. You may not use USMS trademarks, logos, or trade names without prior written consent.

11. Confidentiality

Each party may access the other’s non-public business, technical, or financial information (“Confidential Information”). Each party will use it only to perform this Agreement, protect it with at least reasonable care, and disclose it only to people with a need to know who are bound by at least equally protective confidentiality obligations, or as required by law where legally permitted. Customer Data is Customer’s Confidential Information; USMS’s non-public product roadmaps, pricing, and technology are USMS’s Confidential Information.

12. Representations Warranties and Disclaimer

Each party represents that it has the legal power and authority to enter this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. USMS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, SO THOSE EXCLUSIONS APPLY ONLY TO THE MINIMUM EXTENT PERMITTED BY LAW.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL ARISING FROM THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY. USMS’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO USMS IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to a party’s indemnification obligations, gross negligence, fraud, willful misconduct, Customer’s breach of Section 5 or payment obligations, or liability that cannot be limited by law. They reflect a reasonable allocation of risk and are an essential basis of the bargain.

14. Indemnification

Customer will defend, indemnify, and hold harmless USMS and its officers, directors, employees, and agents against third-party claims, damages, liabilities, and expenses, including reasonable attorneys’ fees, arising from Customer Data; Customer’s or its Users’ use of the Service in violation of this Agreement or law; or Customer’s failure to obtain necessary consents. This obligation does not apply to the extent a claim results from the gross negligence or willful misconduct of the indemnified party. The indemnified party will provide prompt written notice, allow the indemnifying party to control the defense and settlement subject to consent for a settlement imposing liability, and provide reasonable cooperation at the indemnifying party’s expense.

15. Term and Termination

This Agreement begins when a Customer or User first accepts these Terms and continues until terminated or all subscriptions expire or terminate. A Customer may terminate a non-auto-renewing subscription at term end or cancel auto-renewal as described in Section 4; cancellation takes effect at the end of the current billing period and fees already paid are non-refundable except as required by law. Either party may terminate for a material breach not cured within 30 days after notice. USMS may suspend or terminate immediately for non-payment after notice, violation of Section 7, legal necessity, or a security risk.

After termination, Customer access ends. Customer may request export of Customer Data in a standard format within 30 days, after which USMS may delete or de-identify it as permitted by this Agreement and law. Sections that by their nature should survive, including Sections 6, 8, and 10 through 14 and 16 through 20, survive termination.

16. Notices and Electronic Communications

Notices to USMS must be sent in writing to USMS Inc., 44240 Fremont Blvd, Suite 10, Fremont, CA 94538, or usmechanicservices@gmail.com. USMS may give notices by email to the address associated with an account, through in-app notifications, or by posting to the Service or website. You consent to electronic communications, disclosures, and notices, which satisfy a writing requirement to the extent permitted by the E-SIGN Act and the California Uniform Electronic Transactions Act.

17. Marketing and Communications Consent

USMS may send service-related communications by email or through the Service. Where USMS requests SMS consent, it is separate and optional: consent is not a condition of purchase. If you opt in, USMS may send recurring automated account and service text messages, including security codes, appointment reminders, repair-status updates, and payment notifications. Message frequency varies and message and data rates may apply. Reply STOP to cancel SMS messages or HELP for help. Marketing communications require separate opt-in where required and may be opted out of through the available unsubscribe method or by contacting usmechanicservices@gmail.com. Customer Shops remain responsible for the notices and consents needed for communications they initiate to End Customers.

18. Force Majeure

Neither party is liable for a failure or delay in performance, other than payment obligations, caused by circumstances beyond its reasonable control, including natural disasters, pandemic, war, terrorism, labor disputes, internet or utility failures, government action, and third-party hosting or telecommunications failures.

19. Dispute Resolution Binding Arbitration Class Action Waiver

19.1 Informal Resolution

Before arbitration or a legal proceeding, the parties will first attempt to resolve a dispute by written notice and good-faith discussions for at least 30 days.

19.2 Agreement to Arbitrate

If not resolved informally, USMS and the Customer or Vehicle Owner agree to resolve a dispute, claim, or controversy arising from this Agreement or the Service through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules or Consumer Arbitration Rules, as applicable, rather than in court, except as stated below. Arbitration will be before one arbitrator in Alameda County, California, another mutually agreed location, remotely, or on written submissions where AAA rules allow. The decision is final and judgment may be entered in a court of competent jurisdiction.

19.3 Class Action and Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND USMS WAIVE A JURY TRIAL AND AGREE THAT ARBITRATION OR A PROCEEDING WILL BE ONLY ON AN INDIVIDUAL BASIS, NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER A CLASS OR REPRESENTATIVE PROCEEDING. If a waiver is unenforceable as to a particular claim or request for relief, that matter must be brought in court and severed, while the remainder of this Section remains in force.

19.4 Exceptions and Fees

Either party may bring an individual small-claims action; seek injunctive or equitable relief to protect intellectual-property or confidentiality rights; or preserve non-waivable statutory rights, including PAGA rights, to the extent a waiver is unenforceable. Arbitration filing, administration, and arbitrator fees are allocated under AAA rules and applicable law; USMS will pay costs to the extent required for enforceability.

20. Governing Law and Venue

This Agreement is governed by California law, without regard to conflict-of-laws principles, except to the extent preempted by U.S. federal law. Subject to Section 19, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Alameda County, California, for a dispute not subject to arbitration. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21. Modifications to this Agreement

USMS may update these Terms from time to time. Material changes will be communicated by email, in-app notification, or a Service notice at least 15 days before they take effect, except when an immediate change is required to comply with law or address a security issue. Continued use after the effective date constitutes acceptance. If a Customer does not agree, its remedy is to stop using the Service and terminate its account before the effective date.

22. Export Compliance and Sanctions

Customer represents that it is not on a U.S. government list of prohibited or restricted parties and is not located in, controlled by, or a national or resident of a country subject to a U.S. embargo. Customer will comply with applicable export-control and sanctions laws in using the Service.

23. Miscellaneous

This Agreement is the entire agreement regarding the Service and supersedes prior agreements, representations, and understandings. If a provision is invalid or unenforceable, it will be modified only to the minimum extent necessary and the remaining provisions remain effective. A delay in exercising a right is not a waiver. Customer may not assign this Agreement without USMS’s prior written consent except in a merger, acquisition, or sale of substantially all assets; USMS may assign it without restriction, subject to Applicable Data Protection Laws. The parties are independent contractors, and this Agreement creates no partnership, joint venture, agency, employment relationship, or third-party beneficiary rights. Headings are for convenience only and “including” means “including without limitation.”

California users may file Service complaints with the California Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by calling (800) 952-5210 or (916) 445-1254. Where this Agreement or an Order Form is executed rather than accepted by clickwrap, it may be executed in counterparts, including by electronic signature.

24. Contact Information