RepairPal Agreement Terms & Conditions

This RepairPal Certified Program Agreement Terms & Conditions (the “Agreement”) is entered into between (“Dealer”), and RepairPal, Inc., a Delaware corporation with offices at 2261 Market Street #4705, San Francisco, CA 94114 (“RepairPal”) (individually a “Party,” and collectively, the “Parties”). During the Term of this Agreement, Dealer may choose to submit for assessment, and if certified by RepairPal, include multiple dealership locations in the RepairPal Certified Program. Each unique physical address provided by the Dealer representing one or more vehicle make franchises shall be considered a unique location (“Dealer Rooftop”). By participating in the RepairPal Certified Program, Dealer can receive Referred Customers (defined below) via RepairPal’s website, mobile application/ website, partners’ and affiliates’ websites, and other partner and affiliate programs. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:

1. RepairPal Certified Program.

a). RepairPal and its partners and affiliates will refer customers to the Dealer using appropriate medium(s) for referral, including via RepairPal’s website, mobile application/ website, and other third-party partner and affiliate programs and websites. Each of these customers is a “Referred Customer.”

b). Dealer understands and hereby acknowledges that RepairPal guarantees no set number or quality of referrals or repair activity.

c). Dealer understands and hereby acknowledges that Referred Customers will decide where to have their vehicles repaired, and in the event that the Referred Customers change their mind, decide not to retain the services of Dealer, and/or discontinue retaining the services of Dealer, Dealer agrees not to challenge the Referred Customers’ decision or to contact the Referred Customers.

d). Dealer understands and hereby acknowledges that additional fees or discounts for repair work may apply to Referred Customers, as detailed in Exhibit A: RepairPal Certified Program & Partner Program Fees. Partners and affiliates may also ask for Dealer to meet additional requirements beyond the minimum requirements of the Certified Program in order to receive Referred Customers from RepairPal Partners (“Partner Programs”). Minimum requirements are detailed below in Exhibit C: Minimum Partner Program Requirements.

e). Dealer understands and acknowledges that it must pass RepairPal’s certification assessment and then remain in good standing in order to participate and maintain its membership in the RepairPal Certified Program.

f). Dealer understands and acknowledges that the repair services Dealer provides to Referred Customers are the services as agreed to between the Dealer and the Referred Customer.

g). Dealer understands and acknowledges that RepairPal and its partners and affiliates shall not be responsible for any charges associated with or relating to the repairs.

h). Dealer may agree to participate in RepairPal’s Customer Verification Program, a value-added data processing program that will help to facilitate RepairPal products/services used by the Dealer. As further explained below in Exhibit B: Collection and Storage of Data, during the Term (as defined below) of this Agreement, Dealer may provide RepairPal access to data or reports related to customer activity with the Dealer (“Dealer Data”). Dealer Data includes data from Dealer-controlled systems, including but not limited to: the Dealer or Dealer affiliate website, scheduling, diagnosis, quoting/estimation, customer communications, and/or dealer management systems. Based on the Dealer’s preferred method for providing Dealer Data, there may be fees charged to the Dealer by RepairPal for providing this data such as dealer management system access fees.

2. RepairPal Certified Program Membership.

a). In order to participate in the RepairPal Certified Program, Dealer must satisfy all of the RepairPal Certified Program requirements that are described in the RepairPal Certified Program Terms. These terms include, without limitation:

(1) If a Referred Customer presents a specific repair estimate range to the Dealer from the RepairPal website (found on our website here: http://repairpal.com/estimator), RepairPal requires as part of Dealer’s participation in the RepairPal Certified Program that the Dealer charge no more for that specific repair item than a price within the estimate range. The foregoing price requirement is not applicable to, and does not include, other items the Dealer may separately charge for (i.e. diagnostics, tax, repair items not included in the estimate, Dealer specified fees, or add-on sales). If Dealer is unwilling to provide the specific repair at or below a price in the estimate range presented by the Referred Customer, the Dealer should confirm the current estimate range on the RepairPal website, and then must either (a) refrain from doing the applicable repair work and direct the Referred Customer to contact RepairPal customer support, or (b) perform the work at the maximum dollar amount of the presented estimate range and file a claim with RepairPal to reimburse the Dealer for the difference between (i) the maximum dollar amount of the presented estimate range presented by the Referred Customer, and (ii) the Dealer’s current and applicable retail pricing for the specific repair item (which shall be based on an industry recognized labor time guide, OEM part(s) MSRP, and the current Dealer labor rate provided to RepairPal).

(2) Providing a minimum 12-month / 12,000-mile warranty, whichever comes first, on all repairs.

(3) RepairPal may update the fees set forth in Exhibit A after providing thirty (30) days’ prior written notice to Dealer, either by postal mail or by email.

(4) In addition, to participate in the Certified Program, and Partner Programs as applicable, Dealer agrees to pay monthly fees as disclosed on the Order Form. If any Partner Program requires different terms, including different warranty or pricing requirements, Dealer will have the option to honor these requirements or opt-out of the Partner Program.

3. Term & Termination.

a). The initial term of this Agreement is three (3) months (“Term”), after which the Agreement will renew on a monthly basis unless terminated in accordance with this Section.

b). Either Party may terminate this Agreement, with or without cause, after providing thirty (30) calendar days’ prior written notice. Dealer must send its notice to RepairPal via email to support@repairpal.com; RepairPal must send its written notice to Dealer via email to the email address on file or via postal mail to the Dealer address on file.

c). RepairPal shall have the right to terminate this Agreement and remove Dealer from the RepairPal Certified Program immediately upon written notice if: (i) Dealer does not make payment in accordance with the terms of this Agreement or (ii) Dealer breaches any of the terms of this Agreement or does not comply with any of the requirements of the RepairPal Certified Program. Upon termination of this Agreement, Dealer shall be immediately removed from the RepairPal Certified Program and shall no longer qualify as a RepairPal Certified Dealer.

d). Sections 4 and 5 shall survive any termination of this Agreement.

e). Upon termination of the Agreement, all monies paid to RepairPal shall be deemed non-refundable and all monies due or owing to RepairPal under this Agreement will become immediately payable.

4.Confidentiality.

a). The Parties understand and agree that the customer name, demographic information, and Vehicle Identification Number (“VIN”) disclosed by one Party to the other Party is confidential information of the Party disclosing the information. The Party receiving the information agrees that it will use customer information only for the purposes set forth in this Agreement, and will not disclose such customer information to third parties. In particular, Dealer agrees that it will maintain in strict confidence and protect all information (such as customer name, contact information, car description, and type of vehicle damage) disclosed by RepairPal and its partners and affiliates. For purposes of clarification and notwithstanding anything in this Section 4, any Referred Customer that contacts Dealer and for whom Dealer provides repairs becomes the customer of the Dealer, and Dealer may subsequently market to such customer, but only to the extent any such marketing is consistent with the Dealer's privacy policy, customer preferences, and in compliance with all applicable law. Dealer, not RepairPal or Partners, is responsible for ensuring compliance with the foregoing.

b). Each Party will maintain in strictest confidence (i) customer information as described in Section 5.a, (ii) RepairPal’s assessment process for certifying Dealers for the RepairPal Certified Program, including fees for the program, (iii) information disclosed during the assessment process, (iv) the results of the assessment process, and (v) information marked as confidential and/or proprietary that is provided by one Party to another.

c). A Party receiving information to be treated confidentially under this Agreement will use procedures no less rigorous than those used to protect and preserve the confidentiality of its own confidential and/or proprietary information; provided that in no event shall either Party use less than a commercially reasonable degree of care to protect and preserve confidential and/or proprietary information.

d). Each Party acknowledges that a breach of its obligations under this Section 4 may result in irreparable and continuing damage to the other Party (and/or RepairPal partners and affiliates) for which monetary damages will not be sufficient, and agrees that in the event of a breach or threatened breach of such obligations, the other Party (and/or RepairPal partners and affiliates) shall be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or other equitable relief, and such further relief as may be proper.

5.Remaining Matters.

a). To the fullest extent permitted by law, Dealer agrees to defend at its own expense, indemnify, and hold harmless RepairPal and RepairPal’s directors, officers, employees, partners, affiliates, agents, successors, assignees, and nominees, from any and all third-party claims, losses, and costs (including reasonable attorney’s fees) arising out of or relating to any acts or omissions of Dealer and/or its directors, officers, employees, consultants, subcontractors, and agents in connection with services provided to, or to be provided to, Referred Customers and/or arising out of or relating to Dealer’s participation in the RepairPal Certified Program and any RepairPal Partner Programs; provided that Dealer may not settle such claim unless it releases RepairPal and its partners and affiliates of all liability.

b). Dealer represents to RepairPal that Dealer maintains (a) all applicable licenses, certifications, qualifications, experience, and ordinances governing Dealer’s operation, and (b) all necessary insurance, including, but not limited to, appropriate levels of liability insurance. Dealer agrees to maintain general liability insurance coverage with carriers acceptable to RepairPal in the amount of at least five hundred thousand dollars ($500,000). Dealer agrees to promptly furnish the certificate(s) demonstrating compliance with the insurance requirements at RepairPal's request.

c). In the event that Dealer or any third party has a dispute arising out of or relating to the referral of Referred Customers and/or services provided to, or to be provided to, Referred Customers, Dealer agrees to promptly notify RepairPal, and, at RepairPal’s request and cooperate in good faith with RepairPal and its representatives and agents in resolving the matter.

d). The Parties are independent contractors in each and every part of this Agreement. Dealer agrees that RepairPal’s partners and affiliates are third-party beneficiaries of this Agreement and may enforce their rights directly against Dealer.

e). THE REPAIRPAL CERTIFIED PROGRAM IS PROVIDED “AS IS.” REPAIRPAL AND ITS PARTNERS AND AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF SUITABILITY, NONINFRINGEMENT, QUALITY, MERCHANTABILITY, COMPREHENSIVENESS, COMPLETENESS, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL REPAIRPAL OR ITS PARTNERS OR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, ENHANCED, INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS AND LOSS OF USE) RESULTING FROM, BASED UPON, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THE REPAIRPAL CERTIFIED PROGRAM, WHETHER DUE TO A BREACH OF CONTRACT, TORT, OR NEGLIGENCE BY REPAIRPAL OR ITS PARTNERS OR AFFILIATES OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE TOTAL CUMULATIVE LIABILITY OF REPAIRPAL AND ITS PARTNERS AND AFFILIATES PURSUANT TO THIS AGREEMENT UNDER ANY AND ALL CLAIMS OR CAUSE(S) OF ACTION SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID TO REPAIRPAL PURSUANT TO THIS AGREEMENT OVER THE PAST SIX (6) MONTHS PRIOR TO THE CLAIM(S). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF REPAIRPAL AND ITS PARTNERS AND AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF HIGHER DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. f). This Agreement shall be interpreted in accordance with and governed in all respects by the laws of the State of California (excluding conflict of laws rules). This Agreement, including the Exhibits, and the RepairPal Certified Program Terms, constitutes the entire understanding and agreement between the Parties with respect to the RepairPal Certified Program. In construing the terms of this Agreement, no presumption shall operate in either Party’s favor as a result of its counsel’s, agent’s or employee’s role in drafting or negotiating the Agreement. If any paragraph, provision, or clause thereof in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, the remainder of this Agreement shall be valid and enforceable and the Parties shall negotiate, in good faith, a substitute, valid, and enforceable provision that most nearly reflects the Parties' intentions. The failure to enforce at any time any one or more provisions of this Agreement shall in no way be construed to be a present or future waiver of such provision or any other provision. The express waiver of any provision, condition, or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement. The remedies under this Agreement shall be cumulative and not alternative and the election of one remedy for a breach shall not preclude pursuit of other remedies unless as expressly provided in this Agreement.

Exhibit A: RepairPal Certified Program & Partner Program Fees

a). Core Program Fees: If RepairPal determines that Dealer is eligible for the RepairPal Certified Program, Dealer will be charged a RepairPal Certified Program non-refundable monthly fee on the certification date and on that same day each subsequent month, as listed on the Order Form. Dealer may request a billing date change if this date is not convenient for Dealer. Dealer will also be charged a one time fee for the certification process, as listed on the Order Form.

b). Partner Program Fees: Dealers participating in the Customer Verification Program are eligible to receive Referred Customers from additional RepairPal marketing initiatives (separate from the RepairPal.com website and RepairPal mobile website), including but not limited to RepairPal partners and affiliates (“Partner Referrals”). The fee for all Partner Referrals shall be 10% of the total repair cost for each repair as tracked, identified and reported to Dealer by RepairPal, unless otherwise specified. Total repair cost shall be calculated based on all completed repair orders of applicable Partner Referrals within 90 days of the referral to Dealer. In the event RepairPal loses access to Dealer Data via the Customer Verification Program or the Dealer does not provide verification data, RepairPal reserves the right to invoice the Dealer based on reasonable calculations using prior invoices to the Dealer and/or prior and current months Partner Referrals.

c). For some partner and affiliate programs, RepairPal may structure a billing relationship with the partner or affiliate such that RepairPal acts as an agent for payment for services rendered at the Dealers. In these cases, RepairPal will pay the Dealer directly for services rendered, less applicable 10% referral fees. For these partner and affiliate programs, Dealers can choose to receive payment for the services via check, which will be sent by USPS, or by ACH, subject to the ACH terms and authorization below in Section (d).

d). Dealers may pay the fees due under Sections (a), (b), and any other applicable amounts due to RepairPal, in the following manner:

Credit Card: If a Dealer elects to pay fees and other amounts due to RepairPal via credit card, Dealer will provide RepairPal with valid credit card information in the form of Exhibit C (Credit Card Authorization). By signing this Agreement and Exhibit D, Dealer authorizes RepairPal to charge the credit card on file with RepairPal or its payment processor (“Payment Card”) for the applicable fees and costs owed to RepairPal pursuant to this Agreement. Dealer agrees to (A) keep its Payment Card on file with RepairPal or its processor for at least three (3) months following the termination of this Agreement; (B) replace or update its Payment Card information; and (C) promptly pay any invoices issued by RepairPal for fees due pursuant to this Agreement (but in no event later than five (5) days following receipt of such invoice). Any credit card processing or other fees associated with payment via credit card will be paid by Dealer. In the event a charge is declined, Dealer must provide a valid replacement credit card within three (3) calendar days or RepairPal shall have the right to terminate this Agreement immediately upon written notice to Dealer.
ACH: Dealer will provide RepairPal with valid ACH information in the form of Exhibit E (ACH Authorization) and Dealer hereby authorizes RepairPal to debit and/or credit such account to settle all fees and other amounts due to RepairPal during the term of this Agreement and for a period of thirty (30) days thereafter. Such payment shall be made in accordance with the payment frequency stated in this Agreement. Dealer is responsible for providing complete and accurate billing and contact information to RepairPal and notifying RepairPal of any changes to such information. Dealer agrees to fund the account specified in the ACH Authorization in an amount sufficient to cover all fees and amounts due to RepairPal.
Check: Dealer will send a monthly check to RepairPal to pay all fees and amounts due to RepairPal during the term of this agreement and for a period of thirty (30) days thereafter. Such payment shall be made in accordance with the payment frequency stated in this Agreement. Dealer is responsible for providing complete and accurate billing and contact information to RepairPal and notifying RepairPal of any changes to such information.

Exhibit B: Collection and Storage of Data

RepairPal Privacy Policy Notification

Dealer’s use of the RepairPal website is subject to RepairPal’s current online privacy policy, which is located at: http://repairpal.com/privacy_policy. Dealer agrees to review the website privacy policy from time to time to understand how RepairPal uses data collected from users of our website.

Customer Verification Program

Dealer may choose to participate in the Customer Verification Program (“CVP”), a value-added data processing program that will help to facilitate RepairPal products/services used by the Dealer. During the Term of the Agreement, Dealer may provide RepairPal access to data or reports related to customer activity with the Dealer (“Dealer Data”). RepairPal represents, warrants, and covenants that it has implemented commercially reasonable administrative, procedural, technical, and physical safeguards designed to provide for the security and confidentiality of Dealer Data provided, collected, and/ or received from Dealer.

Dealer understands that participation in CVP will allow RepairPal to provide applicable RepairPal products/ services to the Dealer, including but not limited to: verify value delivered to the Dealer, facilitate reporting, and generate Dealer customer reviews. Any non-public personally identifiable information within the Dealer Data (“Non-Public PII”) may only be used by RepairPal to facilitate the applicable RepairPal products/ services used by the Dealer. RepairPal reserves the right to use Dealer Data excluding Non-Public PII in an anonymous and/ or aggregated fashion for RepairPal products/services, such as improving the accuracy of RepairPal repair price estimates.

Exhibit C: Minimum Partner Program Requirements

RepairPal Certified Program – Partner Programs (Optional)

In addition to the RepairPal Certified Program, Dealer may opt in to the RepairPal Partner Programs, in which Dealer may be eligible to receive Referred Customers via RepairPal’s partnership with other companies that are in a position to refer their customers or members to a RepairPal Dealer (“Partners”). Dealer must participate in the Customer Verification Program (“CVP”) as described in Exhibit B: Collection and Storage of Data, in order to facilitate verification of Referred Customers. Dealer also agrees to cooperate with RepairPal efforts to verify Referred Customers by providing confirmation to RepairPal of Customer Repair Order details including Customer Name, Vehicle Information, Repair Details, Repair Date, Amount Charged and Repair Order Number.

Dealer agrees to grant any Partner Referral who is referred to Dealer from RepairPal, and who mentions his/her Partner Referral status to the Dealer at the time of service, a 12 month/ 12,000 mile warranty or better on services rendered to the Referral. Standard exclusions such as normal wear and tear (e.g., tires, brake pads, clutches, wiper blades, etc.), wheel alignments and scheduled maintenance may apply. If the Dealer offers a more favorable warranty or discount, Referral shall receive the most favorable benefit at no additional cost.
In the event that a complaint is received from a Referral that Dealer failed to honor the warranty, RepairPal will investigate the complaint. If as a result of the investigation, RepairPal determines that Dealer has not acted in accordance with the Agreement, including this Program Requirements Document, RepairPal will take appropriate action, up to and potentially including, the termination of Dealer’s participation in this Program and the termination of Dealer’s membership in the RepairPal Certified Program.
Dealer may choose to opt out of the RepairPal Partner Programs at any time. If Dealer chooses to opt out of the RepairPal Partner Programs, Dealer may continue to remain on the regular RepairPal Certified Program; however, Dealer will no longer receive Partner Referrals from RepairPal.
Dealer acknowledges that RepairPal Partners are responsible for protecting the personal information of Partner Referrals from unauthorized use and for ensuring that Partner Referral data is treated in compliance with RepairPal Partner’s privacy policy and applicable law. Except as required for performing its obligations under the Agreement and this Program Requirements Document (and then only for so long as so required), (i) Dealer shall not collect or maintain a separate list of names, addresses, telephone numbers, email addresses, or other personally-identifiable information of Partner Referrals; (ii) disclose, rent, sell, or commercially use or permit to be commercially utilized by it or any third party, firm, corporation, or person the personal information of Partner Referrals; or (iii) send emails to a Partner Referral unless agreed to by the Partner Referral.
In order to participate in RepairPal Partner Programs, RepairPal will require each Dealer to certify the following as it relates to background check procedures. By opting in to Partner Programs, the Dealer certifies;
1. Background Screening program is in place and all employees undergo a background screening investigation.
2. That the Dealer adheres to all state and federal rules and regulations regarding background checks.
Dealer understands that RepairPal and RepairPal Partners may survey Partner Referrals who have been referred to RepairPal Dealers about their experience at the Dealer. RepairPal reserves the right to remove any Dealer from the Partner Program that does not meet Partner standards for excellence in customer service, as represented by these survey results.