TERMS OF SERVICE FOR SERVICE PROVIDERS

Please Read Carefully.

Updated: April 7, 2019

This terms of service for service providers (“Service Provider TOS”) is between you (collectively, “You”, “Your”, “you” and “your”) and CARvengers, LLC and its subsidiaries and affiliates (collectively, “CARvengers,” “we,” “our,” and “us”). This Service Provider TOS governs your access to and/or use of the website, www.carvengers.com, any mobile versions and/or applications related thereto, products, services and any sites CARvengers has now or acquires in the future (collectively, the “Services”), including without limitation as it relates to you selling and/or advertising services and/or products by accessing and/or using our Services and/or interacting with customers and/or other users of the Services. You also agree to CARvengers’ Privacy Policy, located at https://www.carvengers.com/privacy-policy and consent to any personal information we may obtain about you being collected, stored and/or otherwise processed in accordance with the Privacy Policy and this Service Provider TOS.

IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS SERVICE PROVIDER TOS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY. IF YOU DO NOT AGREE WITH THIS SERVICE PROVIDER TOS, YOU MUST NOT USE THESE SERVICES.

By clicking the “Accept” button on the screen as it relates to this Service Provider TOS and/or by accessing and/or using the Services, you acknowledge and agree that you have read, understand and agree to be bound by all of the terms and conditions of this Service Provider TOS, as well as all other applicable rules or policies, terms and conditions or agreements that are or may be established by CARvengers from time to time and the foregoing shall be incorporated herein by reference. The terms and conditions of this Service Provider TOS will exclusively govern your access to and/or use of the Services.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CARVENGERS WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.

1. CHANGES TO TERMS

CARvengers may, at any time, for any reason, make changes to the Services and/or modify this Service Provider TOS in its sole and absolute discretion. If CARvengers makes changes and/or modifications that affect your use of and/or access to the Services, we will post notice of the change and/or modification on this Service Provider TOS page and change the ‘Updated’ date set forth above. You agree that your continued use of the Services following changes and/or modifications will constitute your acceptance of such changes and/or modifications. We may also provide you additional forms of notice as appropriate under the circumstances. If you do not agree to the changes, you shall close your account and shall not use the Services offered after the effective date of the changes and/or modifications. Please revisit this Service Provider TOS regularly to ensure that you stay informed of any changes and/or modifications.

2. OVERVIEW

CARvengers acts as a platform to allow customers and service providers that comply with our policies and procedures to locate, market, and utilize car services, such as booking repairs, receiving and giving repair advice, and/or supporting local businesses. CARvengers allows consumers of CARvengers to provide reviews and ratings with service providers with whom they have had first-hand experiences. CARvengers acts as a listing site that assists users for purposes of advertising and/or marketing services. Our goal is to help those in need of locating a reputable service provider while also helping local businesses thrive and succeed; therefore, we encourage you to communicate directly with the customers using the tools made available through the Services. You may not access or use the Services if you are a competitor of ours or if we have previously banned you from the Services or otherwise closed your account.

3. USE OF THE SERVICES

Access to Services. CARvengers retains the right, in our sole discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason. While we use reasonable efforts to keep the Services accessible, the Services and/or your account may be unavailable from time to time. You understand and agree that there may be interruptions to the Service and/or access to your account due to circumstances within CARvengers’ control (e.g., routine maintenance) and outside of CARvengers’ control. You acknowledge and agree that the use of the Services is at your own risk, including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate and/or objectionable. The Services may be modified, updated, suspended and/or discontinued at any time as determined by CARvengers in its sole and absolute discretion and without notice and/or liability.

Eligibility. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers get parental consent before they knowingly collect personally identifiable information online from children under the age of thirteen (13). CARvengers does not knowingly collect or solicit information from children under the age of thirteen (13). To access and/or use the Services, you must be eighteen (18) years or older or have the requisite power and authority or possess legal parental or guardian consent to enter into this Service Provider TOS. If we learn we have collected personal information from a child under the age of thirteen (13), we will delete the information, so please contact us at support@carvengers.com if you think a child has provided us with personal information.

Creating an Account. You must establish a service provider account through the Services. Such account requires you to (i) indicate agreement to this Service Provider TOS, (ii) provide contact information, logo and/or service mark and (iii) submit any other form of authentication required during the enrollment process, as determined by CARvengers in its sole and absolute discretion. If you establish a service provider account with CARvengers, you agree to provide true, accurate, and current information in connection with your service provider account. You are responsible for updating and correcting information you have submitted to create and/or maintain your service provider account. You are solely responsible for maintaining the security and confidentiality of the password you use to access your service provider account. You acknowledge and agree that CARvengers shall have no responsibility for any incident arising out of, or related to, your account settings. CARvengers will assume that anyone using the Services and/or transacting through your account is you. Therefore, you further agree to immediately notify CARvengers of any unauthorized use of your password and/or service provider account and/or any other breach of security. You are prohibited from using other disguised identities when using the Service. We may refuse to grant you an account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark or other proprietary rights, as determined by CARvengers in its sole and absolute discretion. Your service provider account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate this Service Provider TOS we may terminate your service provider account immediately. Upon termination, the provisions of this Service Provider TOS are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability and indemnities) shall survive such termination.

If we terminate your service provider account, you may not subscribe under a new service provider account unless we formally invite you. If you commit fraud and/or falsify information in connection with your use of the Services, your service provider account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, and we may pursue legal action through relevant local and national law enforcement authorities and may notify your ‘Internet Service Provider’ of any fraudulent activity we associate with you and/or your access to and/or use of the Services.

Communications from CARvengers. By creating a service provider account, you agree to receive certain communications in connection with the Services. When you access and/or use the Services, you are communicating with us and/or the customers electronically, and you consent to receive communications from us and/or the customers electronically. We will communicate with you by e-mail and/or by posting notices on the Service. You acknowledge and agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Mobile Messaging. You may agree to receive CARvengers text messages to your mobile phone/device regarding the Services. Your mobile number will be used to communicate with you by text message regarding the Services. You understand and agree that text messages sent to your mobile phone/device may be generated using automated technology. Your consent to receive text messages is not required to use the Services. Your mobile carrier’s rates apply. All charges are billed by and payable to your mobile service provider. CARvengers does not charge you for sending or receiving text messages. CARvengers will not be liable for any delays in the receipt of any SMS messages as delivery is subject to effective transmission from your network operator.

Your Conduct and Responsibilities. CARvengers grants you the rights set forth herein, subject to the following conditions:

1. You hereby represent and warrant to CARvengers that (a) all information provided to CARvengers by you is true, complete and accurate in all respects, and (b) you are authorized to submit information to CARvengers;

2. CARvengers is authorized by you to rely upon the truthfulness, completeness and accuracy of Service Provider Content in order to serve its consumers;

3. You shall not modify, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service;

4. You may not access all or any part of the Service in order to build a product or service which competes with the Service;

5. You shall not copy or imitate part or all of the design, layout, or look-and-feel of the Service or individual sections of it, in any form or media;

6. You are only authorized to view, use, copy for your records and download small portions of the content on the Services for your informational, non-commercial use; provided that you leave all copyright and other proprietary notices intact;

7. You are responsible for the accuracy and quality of the data and content that you submit and will not violate the intellectual property rights of anyone;

8. You agree to act in accordance with all applicable laws, rules and regulations;

9. You shall not imply that Service Provider Content is in any way sponsored and/or endorsed by CARvengers;

10. You agree not to intentionally hold CARvengers and/or their employees and/or directors up to public scorn, ridicule or defamation;

11. You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the Services, and notify CARvengers promptly of any such unauthorized access and/or use;

12. You will not attempt to do any of the following: access data not intended for you, monitor the Service for data gathering purposes in an effort to track sales, usage, aggregate, pricing and/or similar information, and/or interfere with the Service in relation to any user in any manner; and/or

13. You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided.

CARvengers shall not be subject to any obligations of confidentiality regarding any information and/or materials submitted through the Service except as otherwise specified in this Service Provider TOS and/or the Privacy Policy and/or as set forth in any additional terms and conditions relating to specific products and/or services utilized by CARvengers in conjunction with the Services, and/or as otherwise required by law. The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Services without the prior written consent of CARvengers is strictly prohibited.

4. SERVICE PROVIDERS GUIDELINES

Service Provider Content Restrictions. Service Provider Content (as defined in this Service Provider TOS) shall not contain any unauthorized content which includes but is not limited to:

1. content determined by CARvengers, in its sole discretion, to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity;

2. any emails and/or materials through the Service that contain a virus, worm, Trojan horse and/or any other harmful component

3. harmful, offensive, inaccurate, abusive or otherwise inappropriate language including without limitation, bigotry, racism, discrimination, hatred, or profanity;

4. comments that do not address the consumer content, reviews, ratings or comments with no qualitative value as determined by CARvengers in its sole discretion;

5. information about illegal activities or physical harm or injury to any group, individual, institution and/or property;

6. content that contains personal attacks or describes physical confrontations and/or sexual harassment;

7. messages that are advertising or commercial in nature, or are inappropriate based on the applicable subject matter;

8. language intended to impersonate other users (including names of other individuals) or to be offensive or inappropriate user names or signatures; and/or

9. content that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information.

Safe trading. Because user authentication on the ‘Internet’ is difficult, CARvengers cannot and does not confirm a customer’s purported identity. Therefore, we encourage you to communicate directly with potential customers through the features available through our Service.

Listing Restrictions. CARvengers prohibits the listing or sale of any services or products that is illegal to sell under any applicable law, statute, ordinance, or regulation. You must describe your products and/or services and all terms of sale on the description page of the service and/or products and are responsible for the accuracy and content of the items offered. Service Provider Content that violates our policies may be deleted in our sole discretion. Your descriptions may only include text, graphics, pictures, and other content relevant to the sale of the product and/or service. CARvengers reserves the right to remove Service Provider Content that does not align with its vision and values, as determined by CARvengers in its sole and absolute discretion.

Selling. You agree that you have the legal authority to sell the services and/or products that you are listing through the Service. You must abide by CARvengers’ policies and your own policies, including without limitation policies related to defective services and/or products and/or refunds.

5. FEES

Subscription terms. Service begins as soon as your payment is processed. Please note there are no cancellation fees and no refunds. You'll be charged the rate stated at the time of purchase, plus applicable taxes. The Services will renew automatically, on your renewal date, until you cancel as further set forth herein. Renewal rates are subject to change, but we'll always notify you beforehand. Cancellations can be made any time by contacting support@carvengers.com. We want to make sure that the person canceling is you. Therefore, any cancellation request must be requested by the account holder. We reserve the right to ask for verification that the person requesting the cancellation is actually you. We will not honor any cancellation requests from third party services.

Payment Method. Upon creating an account, you shall be required to designate your payment method (“Payment Method”). You authorize CARvengers to automatically charge the Payment Method for the fees in advance or as otherwise agreed to by the parties in writing. If your Payment Method on file is closed or the account information is changed, or if, for any reason, a charge is rejected by your Payment Method, you shall immediately update your Payment Method account or supply a new Payment Method, as appropriate. If you do not notify us of updates to your Payment Method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us to continue billing your account with the updated information that we obtain. If you are unable to update its Payment Method with appropriate information, then CARvengers will send and/or email an invoice to you detailing the amount due. You must pay the amount due in full within seven (7) days of the date of the invoice, or your account will be considered past due and CARvengers may suspend and/or terminate your account and seek all available remedies at law and in equity.

Fees.

1. Set-Up Fee. Unless otherwise set forth on the Service, you agree that you shall pay CARvengers a one-time set-up fee (“Set-up Fee”). The Set-up Fee shall automatically be charged to your Payment Method upon signing up for an account through CARvengers. You acknowledge and agree that such Set-up Fee is non-refundable.

2. Monthly Subscription. If you have chosen a monthly term, your subscription to CARvengers will continue month-to-month unless you cancel your subscription or we terminate it. The month-to-month subscription gives you the flexibility to stop and restart your subscription without penalty by providing CARvengers with thirty (30) days prior written notice. Any cancellations will take effect on first day of the subsequent month following written termination. Any appointments made through the Services prior to your cancellation must be honored and/or fulfilled as well as any previous communications made to customers for classified events. Please note that you must cancel your subscription before it renews each month in order to avoid billing of the next month’s subscription fees to your Payment Method. Monthly renewals occur on the month anniversary of your initial purchase date. You will be billed the monthly subscription fee to the Payment Method you provide to us during registration (or a different Payment Method if you change your account information). Subscription fees are fully earned upon payment.

3. Annual Subscription (prepaid). If you have chosen an annual (yearly) term, your subscription will continue year-to-year unless and until you cancel your subscription or we terminate it. You must cancel your subscription by providing thirty (30) days’ notice prior to the end of the then-current term in order to avoid billing of the next year's subscription fees to your Payment Method. Any appointments made through the Services prior to your cancellation must be honored and/or fulfilled as well as any previous communications made to customers for classified events. Annual renewals occur on the "year anniversary" of your initial purchase date. We will bill the annual subscription fee for the package currently being utilized to the Payment Method you provide to us during registration (or to a different Payment Method if you change your account information). Subscription fees are fully earned upon payment.

Taxes and Third-Party Fees. You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.

Pricing and Promotions. Notwithstanding anything herein to the contrary foregoing, CARvengers may vary its pricing from time to time and/or offer promotions from time to time, in CARvengers’ sole and absolute discretion, which shall be stated on the Services and applied at checkout.

Refunds. Except as otherwise provided herein, all fees, subscriptions and other costs collected by CARvengers in accordance with this Service Provider TOS shall be non-refundable. You may cancel an account at any time, however, refunds will not be provided. For any issues regarding payments please send a request to CARvengers at support@carvengers.com.

Communication. You and customers shall be responsible for communicating directly with each other regarding any exchanges and/or refunds of services and CARvengers is not liable for anything related to the relationship between the you and the users of the Services.

Referrals. You are allowed to earn a referral fee if (i) a referred service provider or customer provides your referral code, and (ii) the referred service provider sets up an account through CARvengers’ Service (“Qualified Referral”). The referrer will be credited with a referral fee (“Referral Fee”) within thirty (30) days following the first monthly or annual subscription fees, as applicable, paid by the Qualified Referral. The Referral Fee is subject to change in CARvengers sole and absolute discretion and the then-current Referral Fee shall be posted on the Services. Referral codes should not be published or distributed on commercial websites (such as coupon websites) or on blogs with the primary purposes of soliciting a referral fee. Users are prohibited from “spamming” anyone with referral codes or invitations for referrals. This shall include without limitation, mass emailing, texting or messaging unknown businesses using automated systems or bots through any channel to distribute your referral code. You are prohibited from paying to advertise referral codes. This referral program may not be combined with other CARvenger referral programs or incentives. CARvengers may suspend or terminate this referral program or a user’s ability to participate at any time for any reason.

Give Back Program. From time to time, CARvengers, in its sole and absolute discretion, may give a percentage or other dollar amount received from all subscription fees to a non-profit, mission specific entity or social enterprise of its choice following a service provider’s one year anniversary or upon other terms as CARvengers may determine.

6. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to services and/or products descriptions, pricing, promotions, offers, and availability. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, and/or omissions; and/or (iii) make changes to prices, content, promotion offers, service and/or product descriptions, specifications, and/or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped, or received, except as prohibited by law). We also reserve the right to limit quantities (including after an order has been submitted and/or acknowledged) and to revise, suspend, and/or terminate an event, and/or promotion at any time without notice (including after an order has been submitted and/or acknowledged).

7. PROPRIETARY RIGHTS AND LICENSES

Ownership. The Services, Content on the Services and the infrastructure used to provide the Services are proprietary to CARvengers, our affiliates and other content providers. By using the Services and accepting this Service Provider TOS: (a) CARvengers grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and/or use the Services pursuant to this Service Provider TOS and to any additional terms and policies set forth by CARvengers; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, software, products and/or services obtained from and/or through the Services without the express written permission of CARvengers.

Reservation of Rights. The materials, headers, videos, illustrations, photographs, graphics, icons, trade dress and/or other content on the Service (“Content”), as well as the organization and/or layout of the Service, are copyrighted and are protected by United States and international copyright laws and treaty provisions and CARvengers retains all rights, title and interest related thereto or has the rights necessary use and/or display the foregoing. CARvengers owns, controls, lawfully uses and/or licenses the Content on the Service. CARvengers’ name and logo may not be copied, imitated and/or used, without CARvengers’ prior written permission. Subject to the limited rights expressly granted hereunder, CARvengers and/or its third party providers reserve all right, title and interest in and to the Services and Content, including without limitation all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

Service Providers Content. During the course of your access to and/or use of the Service, you may provide a description, photo(s), prices, variations available of the services and/or products you are selling, and other content related thereto and any store and/or business logos, taglines and/or other intellectual property uploaded by you and used in connection with the Services (collectively, “Service Providers Content”) through communication facilities that may be offered on, through, and/or in connection with the Services from time to time. You shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world in all Merchant Content. You hereby grant CARvengers a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use the Service Provider Content for any purpose. You further hereby irrevocably grant the users of the Services, the right to access and/or use Service Provider Content in connection with their use of the Services in accordance with this Service Provider TOS if such user is a business, and in accordance with the ‘Terms of Service’ agreed to by users. You alone are responsible for Service Provider Content, and once published, it cannot always be withdrawn. You assume all risks associated with Service Provider Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you. You also represent that you own, and/or have the necessary permissions to use and authorize use of Service Provider Content as described in this Service Provider TOS. As part of a transaction, you may obtain personal information, including email address and shipping information, from other users. This personal information shall only be used for the transaction and/or for CARvengers-related communications, unless otherwise approved by the user in writing. CARvengers has not granted you a license to use the information for unsolicited commercial messages or unauthorized transactions. Without limiting the foregoing, without express consent from the user, you are not licensed to add any CARvengers user to your email or physical mail list.

Posted Content. Please carefully choose the information that you post on, through and/or in connection with the Service and that you provide to other users. By posting Service Provider Content on CARvengers, it is possible for a third party to re-post that Service Provider Content. You agree to hold CARvengers harmless for any dispute concerning the foregoing use. If you choose to display your own CARvengers hosted image on another website, the image must provide a link back to its services and/or products page on CARvengers. Notwithstanding anything herein to the contrary, CARvengers should not be seen as endorsing any Service Provider Content in any way. You acknowledge and agree that you have no expectation of privacy with regard to any Service Provider Content. If you become aware of misuse of the Service by any person, please contact us at support@carvengers.com. CARvengers may reject, refuse to post and/or delete Service Provider Content, in its sole and absolute discretion. Notwithstanding anything herein to the contrary, CARvengers is not obligated to take any action not required by law.

Feedback. Please keep in mind that we do not seek any unsolicited ideas and/or materials for the Services. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, reviews, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant to CARvengers a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback. CARvengers has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion. CARvengers will only allow reviews by consumers with verified appointments set through the Services. Any service provider referenced in the review will have the opportunity to reply and/or comment in kind. Additionally, CARvengers will temporarily “hold” any service provider reviews which are two (2) stars or less for seven (7) business days from the original posting date in order to allow the applicable service provider time to reach out to the customer, and provide an effective resolution. However, if no action is taken by the applicable service provider, the review will be posted “as is”.

8. PROHIBITED USE

Gathering email addresses from CARvengers through harvesting or automated means is prohibited. Posting or transmitting unauthorized or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other users is prohibited. We also prohibit crawling, scraping, caching and/or otherwise accessing any content on the Services via automated means, including but not limited to user profiles and/or photos (except as may be the result of standard search engine protocols and/or technologies used with CARvengers’ express written consent). You may not use the Service in any manner that could damage, disable, overburden, and/or impair the Service and/or interfere with any other party's use and/or enjoyment of the Service. You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the Services. You may not interfere with the proper working of the Services, including without limitation by placing an unreasonable load on the Service’s infrastructure.

9. USER DISPUTES

You are solely responsible for interactions with other users. CARvengers reserves the right, but has no obligation, to monitor disputes between users of the Services. CARvengers has the right, but is not obligated, to do any or all of the following:

1. Record the dialogue in public chat rooms.

2. Examine an allegation that a communication(s) does not conform to the terms of this section and determine in its sole discretion to remove or request the removal of the communication(s).

3. Remove and/or delete communications that are abusive, illegal, or disruptive, or that otherwise fail to conform with this Service Provider TOS and/or the community feel and spirit of the Services, as determined in CARvengers' sole discretion.

4. Terminate a user’s access to any or all public areas and/or the CARvengers’ Services upon any breach of this Service Provider TOS.

5. Monitor, edit, or disclose any communication in the public areas.

6. Edit or delete any communication(s) posted on the CARvengers Services, regardless of whether such communication(s) violate the standards set forth herein.

CARvengers reserves the right to take any action it deems necessary to protect the personal safety of our guests or the public. CARvengers has no liability or responsibility to users of the Services