Shop Portal Terms of Use

These Shop Portal Terms of Use (these “Portal Terms”) govern your individual use of the Otopair shop portal, including the web portal, any shop-facing application, and related tools that Otopair makes available to Partner Shops (collectively, the “Portal”). They apply to you as an owner, manager, service advisor, technician, or other individual using the Portal on behalf of a repair shop that has entered into a Shop Partner Agreement with Otopair Inc., a Delaware corporation (“Otopair,” “we,” “us,” or “our”). That shop is “your Shop.”

The Shop Partner Agreement governs the commercial relationship between Otopair and your Shop. These Portal Terms govern your own conduct as a user of the Portal. If these Portal Terms conflict with the Shop Partner Agreement, the Shop Partner Agreement controls as between Otopair and your Shop. These Portal Terms do not apply to vehicle owners using the Otopair consumer app, who are governed by the Otopair Terms of Use.

By logging in to or using the Portal, you accept these Portal Terms and acknowledge the Otopair Privacy Policy, including its Shop Portal Users section. You represent that you are at least 18 years of age, that your Shop has authorized you to use the Portal on its behalf, and that you are legally capable of entering into a binding agreement. If you do not agree to these Portal Terms, do not use the Portal.

Your Portal credentials are personal to you. You may not share them with anyone, including other people at your Shop, and you may not use credentials issued to another person. You are responsible for all activity under your credentials. Keep them confidential, sign out of shared devices, and notify your Shop and Otopair at support@otopair.com immediately if you believe your credentials have been compromised. Otopair may require multi-factor authentication or other security measures as a condition of access.

Your Shop controls which individuals may access the Portal on its behalf and may add or remove users at any time. Otopair may also suspend or terminate your individual access as described in Section 12, independently of your Shop’s standing on the Platform.

You may use the Portal only to perform your Shop’s obligations under the Shop Partner Agreement, including: receiving, accepting, and declining booking requests; submitting quotes; submitting estimates and revised estimates for additional work; recording inspection findings; updating job status; communicating with vehicle owners about their bookings; and maintaining your Shop’s listing. Any other use requires Otopair’s prior written consent.

Through the Portal you will see information about vehicle owners, including names, contact details, vehicle information, service history, and communications (“Customer Information”). Customer Information is provided to you solely so that you can perform the booked service. You agree that you will:

• use Customer Information only for the booking to which it relates and for your Shop’s legal record-keeping obligations;
• not export, copy, download, photograph, screenshot, or otherwise extract Customer Information from the Portal except as the Portal itself permits;
• not use Customer Information to contact a vehicle owner outside the Portal except as necessary for the booked service, and not use it to send marketing of any kind;
• not disclose Customer Information to anyone outside your Shop;
• protect Customer Information with reasonable safeguards, including securing any device on which you access the Portal; and
• report any unauthorized access to, or loss or disclosure of, Customer Information to your Shop and to Otopair at support@otopair.com immediately upon discovery.

Vehicle owners entrust Otopair with this information on the understanding that it goes no further than the service they booked. Misuse of Customer Information is a material breach of these Portal Terms and may also violate law.

Vehicle owners and Otopair rely on what you enter in the Portal. Everything you submit must be accurate and must be your own work. In particular:

• inspection findings and condition grades must reflect your actual observation of that vehicle at that time, not an assumption, a template, or another vehicle;
• photographs must be of the vehicle they are attached to, taken at the time indicated;
• estimates and revised estimates must reflect the work you genuinely propose to perform and the parts you genuinely propose to use;
• you may not mark work as started, complete, or performed unless it is; and
• you may not perform, or record as performed, any additional work that the vehicle owner has not approved through the Platform.

Otopair records which user submitted each entry and when. Those records form part of the vehicle’s service history, are shown to the vehicle owner, and are used to calculate the vehicle’s health score. A false or careless entry is not a minor matter: it is a misrepresentation to the vehicle owner made under your Shop’s name.

Communicate with vehicle owners through the Portal’s tools, professionally and only about their booking. You may not solicit or encourage a vehicle owner to cancel or bypass a Platform booking in order to transact directly. You may not condition the provision, price, timing, or warranty of any service on a vehicle owner writing, altering, or removing a review, and you may not threaten, intimidate, or retaliate against a vehicle owner on account of a review. You may respond publicly to a review through the Portal.

Job-update texts. Where the Portal allows you to send job-update text messages to a customer who has not registered with Otopair, you may do so only for a customer who has given your Shop their mobile number for updates about that job, and you must confirm that consent in the Portal at intake. Job-update messages are transactional and may not contain promotional content.

You agree that you will not, and will not attempt to:

• use the Portal for any unlawful purpose or in violation of these Portal Terms or the Shop Partner Agreement;
• scrape, crawl, harvest, or otherwise extract data from the Portal, or access the Portal by any automated means;
• copy, modify, distribute, sell, or lease any part of the Portal, or reverse engineer, decompile, or disassemble it, except to the extent a restriction is prohibited by applicable law;
• interfere with or disrupt the Portal, probe or circumvent its security features, or access accounts or data belonging to others;
• submit false, fraudulent, or bad-faith quotes, estimates, inspections, or job records, or impersonate any person or Shop;
• use the Portal to develop a competing product or service; or
• permit any other person to use the Portal through your credentials.

You use the Portal as a representative of your Shop. Otopair does not employ, supervise, direct, or control you or your work; your Shop does. Nothing in these Portal Terms creates any employment, agency, partnership, or joint-venture relationship between you and Otopair, and Otopair is not responsible for your wages, benefits, working conditions, licensing, or certification.

The Portal — including its software, design, text, graphics, data compilations, and the Otopair name and marks — is owned by Otopair and its licensors. Subject to these Portal Terms, Otopair grants you a limited, revocable, non-exclusive, non-transferable license to use the Portal on behalf of your Shop for the purposes described in Section 4. No other rights are granted. Content you submit through the Portal on behalf of your Shop, including photographs, inspection findings, and notes, is licensed to Otopair under the Shop Partner Agreement. If you provide feedback or suggestions, Otopair may use them without restriction or compensation.

Otopair collects information about you as a Portal user, including your name, work contact details, role, login credentials, device and IP information, and your activity in the Portal. Our collection and use of that information is described in the Otopair Privacy Policy, available at otopair.com/privacy, in the section titled Shop Portal Users. Your Shop can see your activity in the Portal. Where a vehicle owner has selected you as their technician, your first name may be shown to that vehicle owner.

Otopair may suspend or terminate your individual access to the Portal at any time, with notice where practicable, if you breach these Portal Terms, if Otopair reasonably suspects fraud, misuse, or a security risk, at your Shop’s request, or where required for legal or risk reasons. Suspension of your individual access does not by itself affect your Shop’s standing on the Platform, and termination or suspension of your Shop under the Shop Partner Agreement ends your access. Sections 5, 6, 9, 10, 13, 14, and 15 survive termination.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. OTOPAIR DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OTOPAIR WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST WAGES, OR LOST DATA, ARISING OUT OF OR RELATING TO THESE PORTAL TERMS OR THE PORTAL, AND OTOPAIR’S AGGREGATE LIABILITY TO YOU INDIVIDUALLY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). YOUR SHOP’S RIGHTS AND REMEDIES AGAINST OTOPAIR ARE GOVERNED EXCLUSIVELY BY THE SHOP PARTNER AGREEMENT. NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

These Portal Terms are governed by the laws of the State of New York, without regard to conflict-of-laws principles. You and Otopair consent to the exclusive jurisdiction and venue of the state and federal courts located in Richmond County, New York, and each waives trial by jury. These Portal Terms do not contain an arbitration agreement; any dispute between Otopair and your Shop is governed by the Shop Partner Agreement.

Otopair may amend these Portal Terms from time to time. If we make material changes, we will provide notice through the Portal or by email before the changes take effect, and we will update the Effective Date above. Your continued use of the Portal after the Effective Date of amended Portal Terms constitutes acceptance of the amendment.

These Portal Terms, together with the Privacy Policy, are the entire agreement between you and Otopair regarding your individual use of the Portal. They do not modify the Shop Partner Agreement. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. Otopair’s failure to enforce a provision is not a waiver. You may not assign these Portal Terms. Notices to Otopair must be sent to the contact information in Section 18; notices to you may be provided through the Portal or by email to the address associated with your account.

Otopair Inc.

Attn: Legal

200 Vesey Street, 24th Floor, New York, NY 10281

Email: support@otopair.com