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Repairify, Inc. 2600 Technology Drive, Suite 900, Plano, Texas 75074 
Repairify Inc. Agreement
This EULA is entered into between Repairify, Inc., a Delaware Corporation, whose principal address is 2600 Technology Drive, Suite 900, Plano, Texas 75074 and the party whose name and address are set forth below ("CUSTOMER"). This EULA, together with any addendum and/or exhibit which is made a part thereof, constitutes the entire agreement between Repairify, Inc. and CUSTOMER regarding the delivery of the Diagnostic Service as described in the EULA and herein. The EULA supersedes all prior understandings, agreements, and documentation by or between Repairify, Inc. and the CUSTOMER. Any changes to the EULA must be set forth in a writing which is signed by Repairify, Inc.
<ol type="A">
 <li>"CUSTOMER," means the entity named below, and with whom Repairify, Inc. is contracting for the delivery of the Repairify Inc., Diagnostic Service on a MaximusFlash+™ (or MaxFlash+™) device.</li>
 <li>The EULA constitutes CUSTOMER's offer to purchase the use of the Diagnostic Services delivered by Repairify, Inc. Repairify Inc. performance is expressly limited to the provisions of the EULA including these General Terms and Conditions and all appendices and/or exhibits which are made a part thereof.</li>
</ol>LET ALL PARTIES KNOW: 
Repairify, Inc. has developed its own unique patented diagnostic scanning device and automotive service solutions for auto repair centers ("Solutions"). These Solutions connect a vehicle located remotely, to the Original Equipment Manufacturer scan tools and Repairify, Inc. master technicians, allowing Repairify, Inc. to communicate directly with the vehicle and perform certain automotive services including: an initial pre-repair health scan, a diagnosis of specific trouble codes and required post-accident calibrations, and the reprograming of specific control modules.
1. Diagnostic Service:
During the Term(s) hereof, and in accordance with the provisions of this EULA and the General Terms, Repairify, Inc. will provide CUSTOMER with "Diagnostic Service" through CUSTOMER's use of the MAXIMUS Flash+ device and the vehicle code analytics provided by Repairify, Inc.
a. CUSTOMER must submit a Repairify, Inc. Request for Service (“RFS”) for each Diagnostic Service CUSTOMER desires Repairify, Inc. to complete. CUSTOMER shall submit each and every RFS to Repairify, Inc. electronically at www.matcodiagnostics.com. Submissions not made at www.matcodiagnostics.com will not be covered by this agreement.
b. CUSTOMER is responsible for completing the RFS accurately and completely or providing Repairify, Inc. customer service representative with accurate and complete vehicle information. Repairify, Inc. is not responsible for any failed or ineffectual Diagnostic Service due to an RFS containing inaccurate or incomplete information.
c. Upon receipt of CUSTOMER's RFS, Repairify, Inc. will contact CUSTOMER to ensure all connections to the MAXIMUS Flash+ device are correct and functioning. Upon proper connection, Repairify, Inc. will provide the ordered vehicle Diagnostic Service, generate a report, and will deliver same to CUSTOMER.
2. Service limitations
Repairify, Inc.’s obligation to perform the Diagnostic Service will be contingent upon end users securing and maintaining an Ethernet cable with a high speed (minimum 7 Mb/s) internet connection to which the MAXIMUS Flash device will be connected and over which the Diagnostic Service will be delivered by Repairify, Inc.
The Diagnostic Service does not include any internet communication services, operating supplies or accessories for an end user’s ability to use the MAXIMUS Flash +device or to receive the vehicle code analytics delivered by Repairify, Inc. in response to a submitted RFS.
The reprograming and flashing of modules will be available on all brands of GM, Ford, Chrysler, Toyota and Nissan, Honda for all vehicles manufactured after 2008 and those that support CAN OBD connections 2002 and newer. The list of available vehicles can be found on www.matcodiagnostics.com and may be amended from time to time.
3. Responsibilities of Customer
The CUSTOMER shall promptly notify Repairify, Inc. of any failure of the diagnostics service. Also, the CUSTOMER agrees to provide Repairify, Inc. with all information, that in the reasonable opinions of Maxflash+™ is necessary to enable Repairify, Inc. to perform the Diagnostic Service. The CUSTOMER agrees that during the Term(s) hereof CUSTOMER will secure and maintain access to a high speed (minimum 7Mb/s) internet connection to which the MaxFlash+ ™device will be connected and over which the Diagnostic Service will be delivered by Repairify, Inc.
a. Restrictions on Use. CUSTOMER may not (and will not permit or assist any third party to): (i) sell, rent, lease, loan, license, reproduce, modify, transfer, assign, sublicense, display, aggregate, distribute, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law) any part of the Services, (ii) otherwise use the Products or Services on behalf of any third party, or (iii) use any Product or Service in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way.
b. Use by CUSTOMER. CUSTOMER remains fully responsible for all use of the Products and Services, including by its employees, agents and contractors.
4. Limitation of Liability:
The Customer understands that the Diagnostic Service provided by Repairify, Inc., shall be rendered remotely by and through the internet. Accordingly, Repairify, Inc., shall not be responsible for any failures caused by any internet outages, an end user’s Internet Service Provider or their connection thereto. Remotely diagnosing vehicles has limitations that are outside the control of Repairify, Inc., and the Master Technicians employed by Repairify, Inc. Information gathered through the MAXIMUS Flash+™ device is done so remotely, and therefore Repairify, Inc., and its employees cannot be responsible for omission or errors caused by the information provided, or not provided, by the end user. Reparify and its employees are not responsible for any intentional or unintentional misuse of the Maxflash+™ device, or data provided on the Scan Report, by the end user. Repairify, Inc., will not be liable, where it is determined that the end user either did not follow Repairify, Inc., recommendations, and/or did not follow OEM recommended procedures, or where the vehicle was not scanned by Repairify, Inc., or through the willful misconduct or negligence of the end user. Repairify, Inc., is not responsible for any changes made to the vehicle after the MAXIMUS Flash + device is disconnected. Shops are responsible for complying with all local and state regulations.
EXCEPT FOR BREACHES OF A PARTY’S OBLIGATIONS WITH RESPECT TO CONFIDENTIALITY, AND OWNERSHIP OF INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE (AND BOTH PARTIES WAIVE ALL CLAIMS AGAINST THE OTHER PARTY) FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR INDIRECT DAMAGES IN CONNECTION WITH A PARTY’S OBLIGATIONS UNDER THIS AGREEMENT. THE REMEDIES CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ANY ANOTHER REMEDYS CONTAINED UNDER APPLICABLE LAW. THIS DISCLAIMER SHALL REMAIN IN FULL FORCE AND EFFECT EVEN IN THE EVENT THAT A PARTY’S SOLE AND EXCLUSIVE REMEDY SHALL FAIL OF ITS ESSENTIAL PURPOSE. THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OF THE AGREEMENT OR ANY STATEMENT OF WORK.
5. Warranties:
a. Services provided by Repairify, Inc.: Repairify, Inc. warrants that, where a diagnostic scan is completed on a vehicle using the patented Maximus Flash+ device, and where shop technicians have followed service and repair recommendations provided on the scan report from Repairify, Inc., the vehicle will be free of DTC codes, with the exceptions of certain Manufacturer dependent codes which can be converted from “Active” to “History” but require a pre-determined number of key starts and/or miles driven to be cleared. Where it is determined that a DTC reoccurs or re-illuminates a malfunction indicator lamp (MIL) after repairs have been completed and the vehicle is returned to the end user, Repairify, Inc. will re-scan the vehicle at no charge and provide a rental vehicle reimbursement of up to $25.00 per day for a maximum of three days. In addition, if a vehicle is more than 25 miles from the original repair facility and requires being towed, a towing benefit on "Approved Claims" up to $50.00 will be applied. This warranty is effective for 3 business days and up to 250 miles, whichever occurs first, after the delivery of the vehicle to the end user and is limited to DTCs that were missed in the original scan and does in no way guarantee the parts or labor of the shop. In addition, Repairify, Inc. will provide a TWO-YEAR warranty for flashing and L3 repair support.
b. If CUSTOMER adheres to procedures laid out in this document, and damage occurs during a service event to a vehicle or vehicle module, or if the software on a vehicle or vehicle module is corrupted or otherwise compromised, Repairify will be responsible for the cost of repairing the vehicle or vehicle module hardware or software to restore it to pre-procedure health or better. Repairify may at its discretion perform the repair with its own mobile repair service or pay for the cost of having the vehicle towed to a qualified repair shop or dealership and repaired there at Repairfy’s expense. In the event Reparify uses their own mobile repair services they must perform the repair within 48 hours of the vehicle being damaged. For offsite repairs, Reparify must provide transportation to said facility within 24 hours of the damage occurring.
c. This warranty is only for the end user and the vehicle serviced. It is not transferable. Repairify, Inc. will not be responsible for any consequential, incidental or indirect damage under this warranty. Implied warranties shall be limited to the duration of this warranty and shall exclude consequential damages. This warranty gives you specific legal rights and you may have other rights which vary from state to state.
d. Some states do not allow the exclusion or limitation of incidental or consequential damages, or allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you (but in no event shall the inapplicability of such limitations or exclusions invalidate any other terms of this warranty).
e. The warranty period will be extended if the vehicle cannot be returned to the shop due to delays caused by circumstances beyond the control of the buyer.
6. Warranties and Disclaimers:
a. Notwithstanding the foregoing, Repairify, Inc warranties shall be void and of no effect (unless prohibited by applicable law) to the extent: (A) CUSTOMER uses the Products or Services in conjunction with any other services, software, materials or equipment not provided by Repairify, Inc; (B) CUSTOMER fails to promptly apply updates provided by Repairify, Inc; (C) CUSTOMER misuses the applicable Product or Service; (D) CUSTOMER fails to follow instructions provided by Repairify Inc. that results in the malfunction of or damage to the Product or Service; or (E) CUSTOMER uses any Product or Service in a manner not permitted by this Agreement.
7. Indemnification:
Each party agrees to defend, indemnify and hold harmless the other party, its affiliates, its service providers and suppliers and their respective officers, directors, employees and agents, from and against third party claims, liabilities, damages and expenses, including reasonable attorneys’ and other professionals’ fees, arising out of or relating to (a) personal injury or property damage caused by the negligence or willful misconduct of such party or its employees or agents; or (b) a claim that the Independent Technology of such party or any other pre-existing technology of such party infringes the intellectual property or similar rights of a third party.
8. Cumulation of remedies and force majeure:
All remedies available to either party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the inclusion of other remedies, except for any remedies specifically listed as exclusive herein. Neither Party shall be responsible for delays or failure in performance resulting from acts beyond their control including but not limited to, (i) natural disasters, acts of God, war, terrorism, any change in or adoption of any law or regulation, or any telecommunication infrastructure or internet failures (ii) war or armed hostilities; (iii) government acts or priorities; (iv) fires, floods, earthquakes, shipwrecks, or windstorms; (v) riots, strikes, or labor troubles causing cessation, slowdown, or interruption of work; (vi) inability, after due and timely diligence, to procure materials, systems, accessories, equipment, or parts; or (vii) other similar causes beyond the reasonable control of the party incurring such delay, provided such party promptly notifies the other.
9. Notices:
All notices required or permitted to be given hereunder shall be in writing and shall be either hand-delivered, sent by recognized overnight delivery service, by facsimile, by email, or sent by U.S. mail (registered or certified, return receipt requested) Notice shall be deemed effective as follows:
a. Items sent by a recognized overnight delivery service shall be deemed delivered (regardless of service method) by the second business day or actual delivery date whichever is earliest;
b. Items sent by email shall be deemed delivered at the time transmitted provided that the email is accompanied or preceded by some form of communication with the recipient alerting the recipient of the pending email transmission; and
c. Items sent by certified or registered mail shall be deemed delivered five (5) days after deposit in the United States mail, postage prepaid.
d. Notices shall be sent to:Repairify Inc. 2600 Technology Drive, Suite 100, Plano, Texas 75074 Attention: President 
10. Waiver:
No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. A waiver by either party of any instance of the other party’s noncompliance with any obligation or responsibility hereunder will not be deemed a waiver of subsequent instances.
11. Disputes:
Any and all disputes which might arise between the parties and related in any way to this Agreement shall be referred to arbitration before only one arbitrator and subject to the Federal Arbitration Act (9 USC § 1 et seq.), to the exclusion of the courts. Any arbitration shall proceed in accordance with the then current CPR Non-Administered Arbitration Rules in effect on the date of this Service Agreement. The arbitrator shall determine in any, failure to perform, claim, defense, or objection thereto which party was at fault or unreasonable in its asserted position(s). The arbitrator shall, as part of any decision, assess the arbitration expenses, including reasonable attorney’s fees, attributable to the default or unreasonable position(s) against the party in default or taking such position. This provision shall also apply to the extent of any action taken in a court of law. Judgment upon an arbitrator’s decision may be entered by any court of competent jurisdiction. Attorneys’ fees shall include the fees of law clerks, paralegals and legal assistants.
12. Miscellaneous:
a. Assignment, Successors. No right or license under this Agreement may be assigned or otherwise transferred by CUSTOMER without Repairify Inc. prior written consent. Subject to the above, this Agreement will bind and inure to the benefit of the successors and assigns of Repairfy® and CUSTOMER.
b. Governing Law, Arbitration. This Agreement shall be governed by the laws of the state of Texas, U.S.A., and excluding that body of law known as conflicts of laws. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. All disputes or controversies pertaining to this Agreement shall be resolved exclusively in state or federal courts located in the city of Dallas, Texas; and each of Repairfy and CUSTOMER hereby consents to the exclusive jurisdiction and venue of such courts and agrees that such courts are not inconvenient or improper forums.
c. Waiver, Severability, Amendment. The waiver by either party of a breach of or right under this Agreement will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement may be waived, amended or modified only in a written document that explicitly references this Agreement by name and that is signed by authorized representatives of Repairify Inc. and CUSTOMER.

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