BUSINESS USER TERMS OF SERVICE

of Carmauto Inc. (A Delaware Corporation)

Effective Date: April 8, 2025

Last Updated: December 15, 2025

1. Incorporation and Scope

These Business User Terms of Service (“Business User Terms”) form an integral part of, and are expressly incorporated by reference into, the Carmauto Inc. Terms and Conditions of Use (“Terms”).

By registering as a Mechanic, Vendor, or other service provider (collectively, “Provider”) on the Carmauto Platform (“Platform”), you acknowledge that you have read, understood, and agreed to be bound by these Business User Terms, the Terms, and all incorporated policies, including the Privacy Policy, Dispute Resolution & Refund Policy, and Review Moderation & Verification Rules.

These Terms apply to all Providers offering automotive services, maintenance, diagnostics, repairs, detailing, or related products, parts, or accessories through the Platform.

If any provision of these Business User Terms conflicts with the Terms, the Terms will control unless expressly stated otherwise.

2. Independent Contractor Relationship and No Guarantee of Work

The Provider acknowledges and agrees that its relationship with Carmauto is that of an independent contractor. Nothing herein creates an employment, partnership, joint-venture, or agency relationship.

Carmauto does not guarantee any specific number of service requests, product sales, customers, or income. The Platform merely provides access to potential buyers and customers.

Providers expressly acknowledge that participation on the Platform is non-exclusive, Carmauto makes no representation that use of the Platform will generate profit or continued business, and Carmauto will not be liable for any loss of income, contracts, or anticipated profits resulting from changes in demand, competition, or Platform functionality.

Carmauto may modify, suspend, or remove categories, listings, or geographic availability at its sole discretion, without liability or compensation.

Each Provider retains full control over hours, job acceptance, pricing, and operations, subject to applicable law and these Terms.

Providers are solely responsible for determining the means, methods, tools, labor, parts sourcing, and safety protocols used to perform Services. Carmauto does not supervise, direct, or control any work and shall not be held responsible for workmanship, labor quality, diagnostic decisions, or safety practices.

3. Service and Product Standards

Providers must:

  • Maintain all required business licenses, permits, and insurance;
  • Comply with OSHA, EPA, FTC, and all applicable federal, state, and local safety, environmental, labeling, and consumer-protection regulations;
  • Perform work and deliver products competently, safely, and professionally;
  • Ensure location of work is safe;
  • Accurately represent qualifications, pricing, product details, and availability; and
  • Maintain accurate records of all transactions, including written or electronic documentation, invoices, and where applicable, photographic evidence, for at least ninety (90) days following completion.

Product-Specific Obligations.

Providers selling or supplying products shall further ensure that:

  • All products are genuine, new (unless clearly marked as used or refurbished), safe, and compliant with federal and state standards;
  • Labeling, advertising, and packaging accurately describe the product’s condition, specifications, and compatibility;
  • Warranty or return terms, if any, are clearly disclosed; and
  • Sourcing and quality-control documentation are retained for inspection upon reasonable request.

Carmauto may request credential, insurance, or product-compliance verification at any time and failure to provide proof may result in suspension or termination.

Diagnostic and Pre-Service Disclosure.

Providers must disclose all diagnostic findings, recommended repairs, and associated costs before performing any work not previously quoted. Providers must obtain Customer approval prior to beginning additional or revised work.

Required Pre- and Post-Service Documentation.

Providers must document the condition of the vehicle using photographs or videos before and after service, including any pre-existing damage or issues. This may be used as evidence in the event of a dispute.

Subcontractors.

Providers may use subcontractors only if the Provider assumes full liability for the subcontractor’s actions, and the subcontractor meets all licensing, background, and insurance requirements. Carmauto will not be liable for any act or omission of any subcontractor.

Mobile Service Safety Requirements.

Mobile mechanics must comply with all local, county, and state mobile repair ordinances, and may not perform Services:

  • In illegal stopping zones;
  • In areas unsafe for Customers, Providers, or vehicles; or
  • In locations violating municipal repair restrictions.

Carmauto may suspend accounts for unsafe or unlawful service locations.

4. Listing and Pricing Obligations

Truthful Representation. Providers must ensure that all service and product listings accurately describe the nature, scope, and cost of the offering.

Displayed and Estimated Prices. Displayed prices must be honored unless corrected due to administrative error or lawfully adjusted as permitted below.

Variable, Base, and Omitted Pricing. Carmauto recognizes that certain offerings vary by vehicle type, diagnostic results, or part requirements.

  • Providers may post a base price or range when precise pricing cannot be determined until inspection or diagnosis.
  • Providers may omit a price entirely where wide cost variation would render an upfront price misleading, provided they disclose that pricing will be provided upon request or after inspection.
  • Final quotes or invoices must be confirmed with and acknowledged by the Customer prior to service commencement or product purchase.

Invoice Finalization. After completion, Providers must finalize or adjust invoices through the Platform to charge the Customer. Adjustments must be made in good faith and directly related to work performed or parts supplied.

Compliance. All pricing, advertising, and promotional practices must comply with applicable consumer-protection, fair-trade, and truth-in-advertising laws. Carmauto will not be liable for price variations or transparent quote revisions made under this Section. Providers must disclose when diagnostic fees, inspection charges, or trip fees apply and include them in the estimate.

5. Payment Processing, Payouts, and Transaction Handling

All payments for Platform-facilitated services are processed through an authorized Third-Party Payment Provider integrated with the Platform. Carmauto collects payments from Customers, deducts applicable Platform commissions, service fees, or program fees, and remits the remaining balance to the Provider after a standard three (3)-business-day holding period following confirmed completion of the service.

Fee percentages and fee structures may vary depending on factors such as service category, whether the Mechanic operates as a shop or mobile provider, geographic region, promotional programs, or other operational considerations. The specific fees applicable to each transaction will be disclosed through the Platform interface, including payout statements, booking flows, or account dashboards, before funds are released. Carmauto may withhold, delay, or reverse payouts if a dispute, fraud review, compliance concern, or chargeback occurs, and reserves the right to debit or reclaim funds where an investigation determines that Customer claims are valid or the Mechanic failed to comply with these Terms.

Carmauto acts solely as a payment facilitator and is not a bank, escrow agent, money transmitter, or fiduciary. Fee structures, payout timelines, and payment procedures may be modified at any time at Carmauto’s discretion, and updated terms will be deemed provided when posted or made available through Platform notices or transactional interfaces; continued use of the Platform constitutes acceptance of such updates.

6. Non-Circumvention and Platform Integrity

Providers must not solicit, accept, or process payments or transactions with any Customer introduced through the Platform outside of the Platform’s payment system.

Prohibited conduct includes:

  • Encouraging Customers to pay privately or cancel Platform bookings;
  • Providing direct payment links or alternative invoicing methods; or
  • Performing repeat services or product sales for Platform Customers outside the Platform.

Violations constitute a material breach of these Terms. Carmauto may immediately suspend or terminate the account, recover lost fees, and seek injunctive or monetary relief, including legal fees.

Off-platform transactions are expressly excluded from all Carmauto protections, dispute-resolution rights, and refund policies.

6.5 On-Platform Communication Required.

Providers must communicate with Customers through the Platform whenever reasonably possible. Off-platform communication may be considered circumvention if used to divert transactions.

7. Disputes and Refund Cooperation

Providers must cooperate promptly and in good faith in any dispute investigation. Verified labor or product fulfillment will remain payable even if other portions of the transaction are refunded. However, failure to respond to Carmauto’s inquiries may result in forfeiture of disputed funds or account suspension.

Carmauto will at all times act in good faith and use reasonable efforts to work collaboratively with Providers to reach a fair, commercially reasonable determination based on the available evidence, the Dispute Resolution & Refund Policy, and applicable Platform rules.

Carmauto’s administrative determinations are final for Platform purposes. Providers acknowledge that failure to provide required documentation within the timelines of the Dispute Resolution & Refund Policy may result in adverse determinations, payout reversals, or account suspension.

8. Conduct and Professional Behavior

Providers must act lawfully, ethically, and respectfully toward Customers, Users, and Carmauto personnel. Prohibited conduct includes, but is not limited to:

  • Harassment, discrimination, or abusive communication;
  • Fraudulent or deceptive practices;
  • Sale of counterfeit, unsafe, or recalled products;
  • Manipulation of reviews or feedback; or
  • Off-platform solicitation.

Carmauto may suspend or terminate any Provider violating this Section without notice or refund.

Additional Prohibited Conduct. Providers must not:

  • Perform unauthorized repairs;
  • Recommend, quote, or sell unnecessary services, parts, or products (unless requested);
  • Exaggerate or fabricate issues to induce additional work;
  • Charging for parts, labor, or procedures that were not performed;
  • Substituting lower-quality or used parts while representing them as new or OEM;
  • Misdiagnose intentionally to upsell;
  • Perform services while impaired;
  • Falsify vehicle condition reports;
  • Threaten or pressure Customers regarding reviews;
  • Dispose of hazardous waste improperly.

9. Taxes and Recordkeeping

Providers are solely responsible for reporting and remitting all applicable taxes, including income, self-employment, sales, use, or excise taxes related to Services or Products. Carmauto may issue information returns (e.g., Form 1099-NEC) as required by law but assumes no tax liability for Providers. Providers must maintain accurate business and transaction records for at least three (3) years.

10. Intellectual Property and Branding

Providers retain ownership of their business names, trademarks, and logos but grant Carmauto a non-exclusive, royalty-free, worldwide license to display such marks for operational and promotional purposes. Providers must not use Carmauto’s name, marks, or logos without written consent. All Platform software, content, and trademarks remain the sole property of Carmauto Inc.

11. Insurance Requirements

Required Coverage.

Providers must maintain all relevant coverages according to their state laws including:

  • General Liability Insurance covering bodily injury, property damage, and completed operations;
  • Commercial Auto Liability Insurance for any mobile mechanic operating a vehicle in service;
  • Garagekeepers Liability Insurance where vehicles are stored, repaired, or test-driven;
  • Workers’ Compensation if required by law;
  • Product Liability Insurance for Vendors supplying parts or accessories.

Proof of Insurance. Providers must supply certificates of insurance upon request. Failure results in immediate suspension.

Provider Responsibility for Insurance Gaps. Carmauto will not be responsible for any claims not covered by a Provider’s insurance, including property damage, theft, environmental damage, or bodily injury.

12. Limitation of Liability and Indemnification

Aggregate Liability Cap.

Carmauto’s total cumulative liability to any Provider will not exceed the greater of:

  • One hundred U.S. dollars (USD $100); or
  • The total amount of platform service fees actually retained by Carmauto from that Provider during the thirty (30) days preceding the event giving rise to the claim, excluding all funds passed through to others.

Exclusion of Damages.

Carmauto will not be liable for:

  • Loss of income, customers, or contracts;
  • Reduced visibility or delisting;
  • Account suspension or downtime; or
  • Indirect, incidental, consequential, or punitive damages.

These limitations apply to all other damages or losses of any kind, whether direct or indirect, foreseeable or unforeseeable, known or unknown, and regardless of the legal theory asserted, including any claim not specifically listed above but arising out of or relating to the Provider’s use of the Platform, interactions with Customers, or reliance on any content, tools, or decisions made by Carmauto.

13. User-Generated Content and Reviews.

Disclaimer of Responsibility. Carmauto is not responsible for, and expressly disclaims all liability arising from, any reviews, ratings, comments, images, or other content posted by Users, Customers, or third parties (“User Content”).

Independence of User Content. Providers acknowledge that such content is created and published solely by independent Users. Carmauto does not edit, approve, or influence User Content and exercises no editorial control over its accuracy, substance, tone, or fairness unless a dispute arises and is found in favor of the Provider. Carmauto does not endorses, confirms, investigates, or guarantees the accuracy, legitimacy, or fairness of any review, rating, or statement.

Dispute Handling. Disputes concerning reviews, ratings, or other User Content will be managed exclusively under the Review Moderation & Verification Rules. Carmauto may review, edit, flag, or remove content at its discretion but is not required to do so. Verified reviews will ordinarily not be removed solely because a Provider disagrees with their tone, rating, or interpretation.

No Liability for Reviews. Carmauto will not be liable for any reputational harm, loss of goodwill, diminished business, or economic damages arising from User reviews, ratings, comments, or similar content, whether verified or unverified, or for any delay, technical limitation, or moderation error in removing or retaining such content.

14. Indemnification.

Each Provider agrees to indemnify, defend, and hold harmless Carmauto Inc., its officers, directors, employees, agents, contractors, subsidiaries, and affiliates from and against any and all claims, actions, demands, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and investigation costs) arising out of or relating to:

  • Any Services performed or Products sold, including but not limited to alleged defects, failures to warn, installation errors, or property or bodily damage;
  • Any violation of law, regulation, or industry standard, including consumer-protection, labor, environmental, labeling, or safety requirements;
  • Any breach of these Business User Terms, the Terms, or incorporated Policies;
  • Any representation, statement, warranty, or advertisement made by the Provider to Customers or the public, whether through the Platform or otherwise;
  • Any intellectual-property infringement or misappropriation, including unauthorized use of logos, trademarks, copyrighted materials, or trade secrets;
  • Any data-privacy or confidentiality breach originating from the Provider’s systems, employees, or subcontractors; and
  • Any act or omission by the Provider or its employees, agents, or subcontractors in the course of performing or promoting its Services or Products.

This indemnification applies to any claim, damage, loss, or liability that would not have arisen but for the Provider’s conduct, actions, inactions, errors, omissions, statements, negligence, misconduct, or failure to comply with these Terms or applicable law, regardless of whether such conduct occurred on or off the Platform.

Carmauto may choose to take over the defense or handling of any claim covered by this indemnification. If we do, the Provider must cooperate fully and will be responsible for any related costs.

Survival. This indemnification obligation will survive termination of the Provider’s account or these Terms and applies to all claims regardless of whether they arise during or after the Provider’s participation on the Platform.

No Joint Liability. Carmauto will not be jointly or severally liable with any Provider, Customer, or third party for obligations or losses connected to Platform transactions.

Environmental Compliance. Providers agree to indemnify Carmauto for any fines, penalties, cleanup costs, or claims arising from improper disposal of oil, coolant, batteries, or hazardous waste.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

Any dispute with Carmauto shall be resolved through binding arbitration in accordance with Section 15 of the Terms.

16. Amendments and Modifications

Carmauto may modify these Business User Terms at any time, with or without notice. Posting of an updated version on the Platform constitutes notice, and continued use constitutes acceptance.

17. Notices

Carmauto Inc.

16192 Coastal Highway

Lewes, Delaware 19958

Email: michelle@carmauto.net

18. Acknowledgment

By registering or continuing to use the Platform as a Mechanic, Vendor, or other Provider, you confirm that you have read, understood, and agreed to these Business User Terms of Service and the Carmauto Terms and Conditions of Use. Continued participation constitutes your electronic signature and acceptance of this binding agreement.