Last Updated: December 2025
By accessing, using, or creating an account on WrenchPilot (the "Service"), you (the "User", "you", "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service (these "Terms"). IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE. If you are using the Service on behalf of a company or other entity, you represent that you have the authority to bind that entity to these Terms, in which case "you" also refers to that entity. You represent that you are at least 18 years old (or the age of majority in your jurisdiction) and are using the Service for business purposes, not as a consumer for personal or household use. Your continued use of the Service after any modifications to these Terms constitutes your acceptance of such modifications. Wrenchpilot Technologies Inc. may modify these Terms from time to time, and will notify users by updating the "Last Updated" date above or by other appropriate means. If you do not agree to the revised Terms, you must stop using the Service.
Wrenchpilot Technologies Inc. provides subscription-based software tools for heavy-duty truck repair shop management, including but not limited to job management, technician time tracking, invoicing, customer management, inventory tracking, and business analytics. The Service is offered on an "software-as-a-service" basis for your internal business use. Wrenchpilot Technologies Inc. reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, and without liability to you. This includes the introduction of new features (including beta or experimental features) or the discontinuation of existing features. You acknowledge that the Service may evolve over time and that any new features or updates will be subject to these Terms. Wrenchpilot Technologies Inc. also reserves the right to impose usage limits or other restrictions at its sole discretion to ensure stable and secure operation of the Service. Wrenchpilot Technologies Inc. is not liable for any loss or damage arising from any modification, downtime, or discontinuation of the Service. The Service may be available internationally (including in the United States and Canada), and you are responsible for ensuring that your use of the Service complies with all laws and regulations applicable in your jurisdiction.
By using the Service, you agree to the following with respect to any data, content, or materials you provide to or generate via the Service ("User Data"):
License to User Data: You grant Wrenchpilot Technologies Inc. a perpetual, irrevocable, worldwide, royalty-free license to use, store, host, reproduce, process, adapt, modify, create derivative works from, analyze, and otherwise utilize all User Data for any purpose, including but not limited to providing and improving the Service, developing new features, training and improving artificial intelligence models, and other legitimate business operations. This license survives any termination of your account or these Terms. You acknowledge that this license allows Wrenchpilot Technologies Inc. to continue using de-identified or aggregated forms of your User Data even after you stop using the Service.
Ownership and Permissions: As between you and Wrenchpilot Technologies Inc., you retain ownership of any intellectual property rights in your User Data. Wrenchpilot Technologies Inc. does not claim ownership of your User Data. You represent and warrant that you have all necessary rights, permissions, and consents to provide the User Data to Wrenchpilot Technologies Inc. and to grant the license above, and that Wrenchpilot Technologies Inc.'s use of your User Data as permitted by these Terms will not violate any law or infringe any rights of any third party (including intellectual property rights or privacy rights). If your User Data includes personal information of third parties (for example, your customers or employees), you are responsible for obtaining any required consents to share such data with Wrenchpilot Technologies Inc..
No Data Guarantees & Security: Wrenchpilot Technologies Inc. does not guarantee the availability, accuracy, integrity, or security of any User Data. You acknowledge that User Data may be lost, corrupted, or become temporarily or permanently unavailable due to technical issues, maintenance, failures of third-party providers, cyberattacks, or other causes beyond Wrenchpilot Technologies Inc.'s control. You are solely responsible for maintaining backup copies of your User Data to protect against loss or corruption. While Wrenchpilot Technologies Inc. implements reasonable security measures to protect User Data, no method of electronic storage or transmission is completely secure, and Wrenchpilot Technologies Inc. cannot guarantee absolute security. You provide and store User Data in the Service at your own risk, and you agree that Wrenchpilot Technologies Inc. is not liable for any unauthorized access to or disclosure of User Data.
Privacy Policy and Consent: You consent to Wrenchpilot Technologies Inc.'s collection, use, and disclosure of personal information in your User Data as outlined in our Privacy Policy (which is hereby incorporated by reference). Please review the Privacy Policy for details on what information we collect and how we use and safeguard it. By using the Service, you confirm that you have read our Privacy Policy and agree to the handling of your information as described therein. You also acknowledge that User Data (including personal data) may be stored and processed on servers located in jurisdictions different from your own (including in the United States or Canada), and that by using the Service you consent to the transfer of your data to such jurisdictions.
Data Collection for Spam Prevention and Security: When you visit our website, request a demo, or create an account, we may automatically collect certain technical and usage information for spam prevention and security purposes. This may include your IP address, approximate location (e.g., country, region, or city), device and browser information (such as browser type, screen resolution, language, and time zone), a unique visitor identifier stored in a cookie, and a browser fingerprint. We use this information solely to help prevent spam, abuse, and fraudulent or automated submissions, to protect the security and integrity of our systems and our users, and to comply with our legal obligations. This data is processed in accordance with our Privacy Policy.
Public Display Authorization: You authorize Wrenchpilot Technologies Inc. to publicly display your business's name, logo, address, and other basic business information that you provide to the Service for Wrenchpilot Technologies Inc.'s marketing, promotional, or directory purposes. For example, Wrenchpilot Technologies Inc. may identify your shop as a user of the Service on its website or marketing materials. Wrenchpilot Technologies Inc. will not display any of your sensitive business data or personal information of your customers/employees in this context, only general business contact information. If you do not wish to be included in such public listings, you may contact Wrenchpilot Technologies Inc. to request removal, but understand that Wrenchpilot Technologies Inc. has no liability for any references to your publicly available business information.
Communications and Marketing Consent: By providing your contact information (including telephone number and email address) to Wrenchpilot Technologies Inc. or using the Service, you expressly consent to receive communications from Wrenchpilot Technologies Inc. via telephone, email, text message, or other electronic means. This includes, but is not limited to: (a) telephone calls (including automated calls, pre-recorded messages, and calls made using an automatic telephone dialing system) to any telephone number you provide, including mobile numbers, even if you are charged for the call under your mobile plan; (b) email communications, including marketing emails, newsletters, promotional materials, service updates, and account-related information; and (c) text messages (SMS and MMS) to any mobile number you provide. You understand that message and data rates may apply to text messages and that you are responsible for any such charges. You acknowledge that you are providing your telephone number and email address voluntarily and that by doing so, you are consenting to be contacted at these numbers and addresses for any purpose related to the Service or Wrenchpilot Technologies Inc.'s business operations, including marketing, customer service, account management, and promotional purposes. Your consent to receive communications is not a condition of purchase or use of the Service, but you understand that opting out may limit your ability to receive important service-related information. You may opt out of marketing communications at any time by following the unsubscribe instructions provided in such communications or by contacting Wrenchpilot Technologies Inc. at service@wrenchpilot.io, but you understand that Wrenchpilot Technologies Inc. may still send you transactional or account-related communications that are necessary for the Service. You agree that Wrenchpilot Technologies Inc. is not liable for any charges, fees, or costs you may incur as a result of receiving communications from Wrenchpilot Technologies Inc., including but not limited to charges for mobile phone calls, text messages, or data usage.
3.5. Email List and Marketing
By using the Service or providing your email address to Wrenchpilot Technologies Inc., you expressly agree and consent to be added to Wrenchpilot Technologies Inc.'s email marketing list and to receive marketing and promotional emails from Wrenchpilot Technologies Inc.. You understand that Wrenchpilot Technologies Inc. may use your email address to send you: (a) marketing communications, promotional offers, newsletters, and other advertising materials; (b) information about new features, products, or services; (c) special offers, discounts, or other commercial communications; and (d) other communications related to Wrenchpilot Technologies Inc.'s business. You acknowledge that your email address may be used for direct marketing purposes and you consent to such use. You understand that you may opt out of receiving marketing emails at any time by clicking the unsubscribe link in any marketing email or by contacting Wrenchpilot Technologies Inc. at service@wrenchpilot.io. However, you understand that even if you opt out of marketing emails, Wrenchpilot Technologies Inc. may still send you transactional emails that are necessary for the operation of the Service, such as account notifications, billing information, and service updates. Your consent to receive marketing emails is not a condition of using the Service, but you acknowledge that Wrenchpilot Technologies Inc. will add your email address to its marketing list when you provide it. You represent that the email address you provide is accurate and that you have the right to receive communications at that address. You agree that Wrenchpilot Technologies Inc. is not liable for any consequences of adding your email address to its marketing list or for any emails sent to you, including but not limited to any alleged violations of anti-spam laws, privacy laws, or other regulations, and you waive any claims against Wrenchpilot Technologies Inc. related to such communications.
Paid Subscription: Use of the Service requires payment of subscription fees. By signing up for a Wrenchpilot Technologies Inc. subscription, you agree to pay all applicable fees and charges, plus any applicable taxes, at the prices and on the billing terms set forth on our website or order form. All fees are stated and payable in U.S. dollars (unless otherwise specified). The Service is provided on a subscription basis (e.g., monthly) and you must provide a valid payment method (such as a credit card) when subscribing. You authorize Wrenchpilot Technologies Inc. (or our third-party payment processor) to automatically charge the subscription fee to your provided payment method at the start of each billing cycle until you cancel.
Billing Cycle and Auto-Renewal: Subscription fees will be billed in advance on a recurring monthly basis (or on another period, if specified for your plan) and will automatically renew at the end of each billing period unless you cancel the Service prior to the next renewal date. The renewal will be for the same duration as the expiring subscription term. You acknowledge that subscription renewals will continue until you cancel, and you will be responsible for all recurring fees until cancellation.
Fee Changes: Wrenchpilot Technologies Inc. reserves the right to change the subscription fees or institute new fees at any time. If the pricing for your subscription is due to change, we will provide you with reasonable advance notice (for example, by email or by posting an announcement in the Service) at least 30 days before the new fees take effect. The new fees will apply at the start of the next billing cycle after the notice period. If you do not agree to a fee change, you must cancel your subscription before the new fees apply. Your continued use of the Service after the fee change becomes effective will constitute your acceptance of the modified fees.
Taxes: All fees are exclusive of any sales, use, value-added, or similar taxes, levies or duties, unless expressly stated otherwise. You are responsible for paying any taxes or government fees imposed on your subscription to the extent such amounts are not explicitly included in the charges. Wrenchpilot Technologies Inc. will collect taxes if we are legally required to do so, and we reserve the right to add any such taxes to the fees charged to you.
Cancellation: You may cancel your subscription at any time through your account settings or by contacting Wrenchpilot Technologies Inc. support. If you cancel, your subscription will remain active until the end of your then-current paid billing period, after which it will not renew. You will not be charged for any period following the end of your current billing term, but no prorated refunds will be provided for the remaining days in a billing cycle after cancellation (except where required by law). For example, if you are on a monthly plan and you cancel in the middle of a month, you will retain access until the end of that month and then your access will terminate without a refund for the unused portion.
Late Payments: If any fee charge is declined, rejected, or cannot be processed for any reason, or if you are otherwise delinquent in paying fees, Wrenchpilot Technologies Inc. reserves the right to suspend or terminate your access to the Service, at our discretion, until payment is received. You are responsible for any costs we incur in our efforts to collect overdue amounts from you, including reasonable attorneys' fees, court costs, and collection agency fees.
No Refunds: Except as explicitly provided in these Terms or as required by applicable law, all payments are final and non-refundable. This includes if you terminate your account or if we terminate your access due to your breach of these Terms. Wrenchpilot Technologies Inc.'s offering of a free trial period or any satisfaction guarantee (if any is offered) would be subject to separate terms, and unless such terms explicitly provide for refunds, no refunds will be issued.
WrenchPilot Payments Processing Fees: If you use WrenchPilot Payments to process card transactions (credit or debit cards), you will be charged a processing fee of 4% plus $1.00 per transaction. This fee includes both Stripe's processing fees and Wrenchpilot Technologies Inc.'s platform fee. This fee is charged to you (the shop) for using Wrenchpilot Technologies Inc.'s payment processing service.
Customer Surcharges: You may choose to pass some or all of your card processing costs to your customers as a surcharge. Within WrenchPilot, you can configure what percentage (up to 4% + $1) of the card processing cost you want to charge to customers, and you may set different percentages for credit cards and debit cards. The decision of whether to surcharge customers and how much to charge is entirely yours. If you choose to pass card fees to your customers, you are solely responsible for ensuring that such surcharges comply with all applicable state and local laws, regulations, and card network rules (including Visa and Mastercard surcharge policies) in the jurisdictions where you operate. Wrenchpilot Technologies Inc. does not provide legal advice regarding surcharging, and you should consult with legal counsel to ensure compliance. Wrenchpilot Technologies Inc. is not responsible for any violations of surcharge laws or regulations by you or your business.
You agree to use the Service only for its intended purpose and in compliance with these Terms and all applicable laws and regulations. Without limiting the foregoing, you must NOT do (or permit any third party to do) any of the following:
Illegal or Unauthorized Use: Use the Service for any unlawful purpose or to conduct or promote any activity that is illegal or that violates any law or regulation (including, without limitation, laws governing data privacy, export control, and intellectual property). You also must not use the Service to transmit, store, or distribute any content or data that is illegal, fraudulent, obscene, defamatory, threatening, harassing, or otherwise tortious or unlawful.
Violation of Rights: Upload, post, or transmit any content or data that infringes or misappropriates any third party's rights, including intellectual property rights (such as copyrights, trademarks, patents) or privacy/publicity rights. This means, for example, you shall not use the Service to store or share content that you do not have the legal right to use.
Security Interference: Attempt to interfere with or disrupt the integrity or proper working of the Service. This includes not engaging in any activity that could overwhelm, impair, or harm the Service or its underlying infrastructure (such as a denial-of-service attack, distributing viruses or malicious code, or attempting to hack or bypass any security or authentication measures). You must not attempt to gain unauthorized access to any portion of the Service or its related systems or networks.
Misuse of Service Features: Use any automated system (e.g., bots, crawlers, scripts) to access the Service in a manner that sends more requests or transactions than a human could reasonably produce in the same period, or in any way that may burden the Service. You may not reverse engineer, decompile, or disassemble the software underlying the Service, nor attempt to derive the source code or underlying ideas or algorithms of any portion of the Service (except as allowed by mandatory law).
Account Misuse: Share your account or login credentials with any unauthorized person, or allow others who are not registered users under your account (e.g. employees of your organization) to use the Service under your credentials. You are responsible for maintaining the confidentiality of your account login information and for all activities that occur under your account. You agree to notify Wrenchpilot Technologies Inc. immediately of any unauthorized access or use of your account.
Spam and Communications Violations: Use the Service to transmit any unsolicited or unauthorized advertising, junk mail, spam, or chain letters. If the Service enables you to communicate with your customers (for example, sending invoices, estimates, or messages), you must ensure that such communications comply with all applicable anti-spam or privacy laws. You are solely responsible for the content of any messages or communications you send through the Service.
Competitive Use: Use the Service to build or enhance a competing product or service, or copy any features, functions, or graphics of the Service for competitive purposes. You shall not access the Service for the purpose of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive analysis, without our prior written permission.
No Resale or Transfer: Resell, rent, lease, sublicense, or otherwise transfer rights to the Service to any other person or entity without Wrenchpilot Technologies Inc.'s prior written authorization. The Service is licensed only to you (and your authorized users) for your internal business operations, and any unauthorized transfer or commercial exploitation of the Service is strictly prohibited.
Wrenchpilot Technologies Inc. reserves the right to investigate and take appropriate action (including suspension or termination of your account) for any violations of this Section 5. You are responsible for ensuring that all users within your organization who access the Service via your account comply with the above restrictions. Local Law Compliance: You are also responsible for complying with all local, state, provincial, national, and international laws applicable to your use of the Service.
Ownership of the Service: All rights, title, and interest in and to the Service, including all software, code, databases, algorithms, user interfaces, designs, text, graphics, logos, trademarks ("WrenchPilot™"), and other content provided by Wrenchpilot Technologies Inc., and all modifications and enhancements thereof, are and shall remain the sole property of Wrenchpilot Technologies Inc. (or its licensors). The Service is protected by copyright, trade secret, trademark, and other intellectual property laws. Wrenchpilot Technologies Inc. reserves all rights to the Service and its intellectual property not expressly granted to you in these Terms. Subject to your compliance with these Terms and payment of applicable fees, Wrenchpilot Technologies Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your subscription term solely for your internal business operations. You may not use Wrenchpilot Technologies Inc.'s name, logos, or trademarks except as necessary for your permitted use of the Service or with our prior written consent.
Restrictions: You shall not (and shall not allow any third party to) copy, modify, distribute, sell, lease, sublicense, publicly display, publicly perform, publish, adapt, translate, or create derivative works from any part of the Service, except as expressly permitted by Wrenchpilot Technologies Inc.. You may not remove or obscure any copyright, trademark, or other proprietary rights notices contained in the Service or any output thereof. Any feedback, suggestions, or ideas that you provide to Wrenchpilot Technologies Inc. regarding the Service ("Feedback") may be used by Wrenchpilot Technologies Inc. for any purpose. You hereby grant Wrenchpilot Technologies Inc. a worldwide, perpetual, irrevocable, royalty-free right and license to use and incorporate any Feedback into the Service or any other products or services, without any obligation to you. Wrenchpilot Technologies Inc. has no obligation to keep Feedback confidential. You agree that you will not assert any claim against Wrenchpilot Technologies Inc. or its customers based on any Feedback or ideas you provide.
User Data: Except for the license you grant to Wrenchpilot Technologies Inc. in Section 3 above, as between Wrenchpilot Technologies Inc. and you, you retain all ownership of your User Data. Wrenchpilot Technologies Inc. does not claim ownership of your content or data stored in the Service. These Terms do not transfer any intellectual property rights in your User Data to Wrenchpilot Technologies Inc.. However, you acknowledge that per Section 3, Wrenchpilot Technologies Inc. is allowed to use your User Data for the purposes and in the manner described in these Terms. If you share any content or data with other users via the Service, you affirm that you have the rights to do so. Wrenchpilot Technologies Inc. is not responsible for any violations of intellectual property rights caused by you or anyone using your account.
The Service may contain features or integrations that interoperate with or link to third-party services, websites, or software that are not owned or controlled by Wrenchpilot Technologies Inc. (for example, integration with a third-party payment processor or accounting software). Your use of any third-party services or content is subject to that third party's terms and conditions and privacy policy, not these Terms. Wrenchpilot Technologies Inc. makes no representations or warranties about, and assumes no responsibility for, any third-party services or content that you access within the Service. If you use a third-party integration (e.g., via an application programming interface "API"), you do so at your own risk, and you are responsible for reviewing and complying with the third-party terms. Wrenchpilot Technologies Inc. will not be liable for any damages or losses arising from your use of (or inability to use) any third-party services. Additionally, if the Service provides links to external websites or resources, those links are provided for your convenience only. Wrenchpilot Technologies Inc. is not responsible for the content or availability of such external sites, and you access them at your own risk. You acknowledge that any third-party product names, logos, and trademarks that appear in the Service are the property of their respective owners, and that inclusion of such references does not imply any endorsement or sponsorship by Wrenchpilot Technologies Inc..
By Wrenchpilot Technologies Inc.: Wrenchpilot Technologies Inc. reserves the right to suspend or terminate your account or your access to the Service at any time, for any reason, with or without notice. This includes, without limitation, the right to suspend/terminate for: (a) your actual or suspected violation of these Terms (including failure to pay fees when due or any misuse of the Service as described in Section 5); (b) your use of the Service in a manner that may cause Wrenchpilot Technologies Inc. legal liability or disrupt others' use of the Service; or (c) maintenance, security, or other operational reasons. Wrenchpilot Technologies Inc. shall not be liable to you or any third party for any termination or suspension of your access to the Service. If Wrenchpilot Technologies Inc. terminates your account due to your breach of these Terms, Wrenchpilot Technologies Inc. may, in its sole discretion, delete or irretrievably destroy any User Data associated with your account without any liability to you.
By You: You may terminate your account or subscription at any time by canceling the Service as described in Section 4 (Fees and Payment) or by ceasing to use the Service. Termination will be effective at the end of your current paid subscription period (unless Wrenchpilot Technologies Inc. agrees in writing to earlier termination). Upon termination or non-renewal of your subscription, you must stop using the Service. If you later wish to resume use, you may need to create a new account or subscription, and current fees and terms will apply.
Effect of Termination: Upon any termination of your account or access to the Service, whether by you or by Wrenchpilot Technologies Inc., (i) your right to access and use the Service will immediately cease (or, if a future termination date is specified, on that date), and (ii) any fees paid in advance for periods after the termination effective date will be forfeited (unless otherwise specified in these Terms or required by law). Wrenchpilot Technologies Inc. has no obligation to retain or provide you with copies of your User Data after termination of your account, and may permanently delete your User Data from its systems following termination, without any liability. However, Wrenchpilot Technologies Inc. may, at its option, retain your User Data for a limited period post-termination (for example, 30 days) to allow you to request a final export of data. If you will need to export any data, it is your responsibility to do so before or promptly after your account terminates. After any such retention period, Wrenchpilot Technologies Inc. may delete your User Data in the normal course of operation. Note that Wrenchpilot Technologies Inc. may retain certain information even after termination as required to comply with legal obligations, resolve disputes, or enforce agreements (for example, we may retain basic account records or any information which we are legally required to maintain). Any accrued rights and obligations will survive termination (for example, our right to payment and your duty to pay any outstanding fees for Service provided, as well as the provisions of these Terms that by their nature are intended to survive).
Survival: All provisions of these Terms which by their nature should survive termination (including, without limitation, provisions regarding ownership of data, licenses granted to Wrenchpilot Technologies Inc., fees owed, disclaimer of warranties, limitation of liability, and indemnification obligations, and governing law and dispute resolution) shall survive the termination or expiration of your use of the Service.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" and all use of the Service is at your own risk. To the fullest extent permitted by applicable law, Wrenchpilot Technologies Inc. (and its suppliers, partners, and licensors) disclaim all warranties and conditions, whether express, implied, or statutory, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. Wrenchpilot Technologies Inc. does not warrant that the Service will meet your requirements or expectations, achieve any particular results, or that operation of the Service will be uninterrupted, timely, secure, or error-free. Wrenchpilot Technologies Inc. does not warrant the accuracy or reliability of any output, data, or analysis provided through the Service. You acknowledge that any business analytics, AI-generated insights, or other information provided by the Service are for informational purposes only and should not be solely relied upon for important decisions. Wrenchpilot Technologies Inc. makes no warranty that using the Service will increase your profits or performance; you are solely responsible for the outcomes of your business decisions.
No advice or information, whether oral or written, obtained from Wrenchpilot Technologies Inc. or through the Service shall create any warranty not expressly stated in these Terms. You assume all risk for any damage to your computer systems or network or loss of data that results from your use of the Service or download of any content through the Service. Some jurisdictions do not allow the exclusion of certain warranties, so to that extent, some of the above disclaimers may not apply to you (in which case the disclaimers shall apply to the maximum extent permitted by law).
TO THE FULLEST EXTENT PERMITTED BY LAW, WRENCHPILOT TECHNOLOGIES INC. AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, LICENSORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "WRENCHPILOT TECHNOLOGIES INC. PARTIES") SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICE, THESE TERMS, OR YOUR USE OR INABILITY TO USE THE SERVICE, EVEN IF WRENCHPILOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION INCLUDES, WITHOUT LIMITATION, DAMAGES FOR: LOST PROFITS OR REVENUES; LOSS OR CORRUPTION OF DATA; BUSINESS INTERRUPTION; LOSS OF REPUTATION OR GOODWILL; PERSONAL INJURY OR PROPERTY DAMAGE; EMOTIONAL DISTRESS; OR ANY OTHER COMMERCIAL, ECONOMIC, OR PECUNIARY LOSSES OR DAMAGES. WRENCHPILOT TECHNOLOGIES INC.'S LIABILITY FOR DAMAGES OF ANY KIND (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY, OR OTHERWISE) IS FURTHER LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
COMPLETE RELEASE OF LIABILITY: YOU HEREBY RELEASE, ACQUIT, AND FOREVER DISCHARGE THE WRENCHPILOT PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY KIND OR NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR IN ANY WAY RELATED TO: (A) YOUR USE OR INABILITY TO USE THE SERVICE; (B) ANY ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICE OR CONTENT; (C) ANY PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE; (D) ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT OR DATA; (E) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (F) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (G) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; (H) ANY COMMUNICATIONS RECEIVED FROM WRENCHPILOT, INCLUDING BUT NOT LIMITED TO TELEPHONE CALLS, EMAILS, TEXT MESSAGES, OR MARKETING COMMUNICATIONS; OR (I) ANY OTHER MATTER RELATING TO THE SERVICE OR THESE TERMS. THIS RELEASE APPLIES WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER WRENCHPILOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Maximum Liability: If, notwithstanding the above disclaimers, exclusions, and releases, Wrenchpilot Technologies Inc. is found liable to you for any claim or cause of action arising out of the Service or these Terms under any theory of liability, Wrenchpilot Technologies Inc.'s total cumulative liability to you shall not exceed the lesser of: (a) the total amount of fees you have paid to Wrenchpilot Technologies Inc. for the Service in the twelve (12) months immediately prior to the event giving rise to the liability, or (b) USD $100.00 (one hundred U.S. dollars). If you have paid no fees to Wrenchpilot Technologies Inc. for the Service, Wrenchpilot Technologies Inc.'s liability for any claim will be $0. This limitation applies collectively to all Wrenchpilot Technologies Inc. Parties. The existence of multiple claims or suits under or related to these Terms will not enlarge or extend the limitation of money damages. YOU ACKNOWLEDGE AND AGREE THAT WRENCHPILOT TECHNOLOGIES INC. HAS SET ITS PRICING AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND WRENCHPILOT. YOU FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
These limitations and exclusions of liability apply regardless of the theory of liability (contract, warranty, tort (including negligence), strict liability, statutory liability, or otherwise) and whether or not Wrenchpilot Technologies Inc. has been advised of the possibility of such damage. Some jurisdictions do not allow the exclusion or limitation of liability for certain damages, so some of the above limitations may not apply to you (in which case Wrenchpilot Technologies Inc.'s liability will be limited to the greatest extent permitted by law). Nothing in these Terms is intended to exclude or limit liability that cannot be excluded under applicable law (for example, certain statutory liabilities that may not be disclaimed in some jurisdictions). TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY AS SET FORTH ABOVE, THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless Wrenchpilot Technologies Inc., its parent company, affiliates, and their respective officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:
Your Use of the Service: Any use or misuse of the Service by you or anyone using your account (including claims by third parties arising from such use).
Your Breach: Your violation of these Terms or of any applicable law, regulation, or rights of another (including any negligent or wrongful conduct by you or any person accessing the Service using your account).
Your User Data: Your User Data or other content you submit, including any claim that your User Data infringes, misappropriates, or violates the intellectual property, privacy, or other rights of any third party, or has caused harm to a third party (such as your customers).
This indemnification obligation includes, without limitation, payment of any attorneys' fees and costs incurred by the Indemnified Parties in defending against such claims, and amounts paid in settlement. Wrenchpilot Technologies Inc. will use reasonable efforts to notify you of any claim or demand that is subject to your indemnification obligation. Wrenchpilot Technologies Inc. reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us. You agree to cooperate fully with Wrenchpilot Technologies Inc.'s defense of any such claim. You shall not settle any indemnified claim without Wrenchpilot Technologies Inc.'s prior written consent (which shall not be unreasonably withheld). This indemnity is in addition to, and not in lieu of, any other remedies that may be available to Wrenchpilot Technologies Inc. under applicable law.
Governing Law: These Terms and any dispute arising out of or relating to the Service or these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and is hereby disclaimed. These Terms are written in the English language, which shall be controlling in all respects.
Arbitration Agreement: Except for the exceptions provided below, you and Wrenchpilot Technologies Inc. agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service (collectively, "Disputes") shall be resolved solely by binding arbitration on an individual basis, and not in a court of law. By agreeing to arbitration, you and Wrenchpilot Technologies Inc. are each waiving the right to a jury trial or to participate in a class action. The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (and, if applicable, the AAA's Supplementary Procedures for Consumer-Related Disputes). The arbitration will be conducted by a single neutral arbitrator and will take place in Delaware, USA, or such other location as both parties may agree, or via teleconference/virtual hearing as appropriate. The arbitration proceedings and outcome shall be confidential, except as needed to enforce the award. The arbitrator shall have authority to award any remedies that would otherwise be available in court, except that the arbitrator may not award declaratory or injunctive relief benefiting anyone other than the parties to the arbitration. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
Exceptions to Arbitration: Notwithstanding the foregoing arbitration agreement, either party may choose to pursue enforcement actions, seek injunctive relief, or file suit in court for the following limited purposes: (i) Infringement or Misuse of Intellectual Property – You or Wrenchpilot Technologies Inc. may file a lawsuit in a state or federal court to enjoin infringement or other misuse of intellectual property rights (for example, unauthorized use of Wrenchpilot Technologies Inc.'s trademarks, copyrights, trade secrets, or patents); (ii) Court Orders – Either party may seek court orders (including temporary restraining orders or preliminary injunctions) to ensure the arbitration proceeding is not rendered ineffectual; or (iii) Claims Not Subject to Arbitration by Law – If applicable law specifies that certain claims are not arbitrable, those claims may be brought in court consistent with that law. Additionally, if you are a resident of a jurisdiction where mandatory law prohibits binding arbitration of disputes (for example, certain consumer protection laws), then the arbitration agreement will not apply to the extent of such prohibition.
Class Action Waiver: All Disputes must be pursued on an individual basis. You and Wrenchpilot Technologies Inc. agree not to bring or participate in any class action or other representative proceeding against each other. The arbitrator has no authority to conduct any class or collective arbitration or to consolidate the claims of multiple individuals. You hereby waive any right to a jury trial and any right to participate in a class action against Wrenchpilot Technologies Inc.. If this class action waiver is found unenforceable or invalid, then the entire arbitration agreement (above) shall be null and void, but the rest of these Terms will remain in effect.
Opt-Out Rights: Because the decision to arbitrate disputes is an important one, you have the right to opt out of this arbitration agreement if you wish. If you do not agree to arbitrate, you must send written notice of your decision to opt out to Wrenchpilot Technologies Inc. at the contact address provided in these Terms within 30 days of first accepting these Terms. Your opt-out notice must include your name, address, the email associated with your account, and an unequivocal statement that you decline to arbitrate disputes arising under these Terms. If you opt out of arbitration, you will not be bound by the arbitration or class-action waiver provisions in this Section 12. The opt-out decision will not affect any other parts of these Terms, including the governing law provision.
Jurisdiction and Venue: Subject to the above arbitration provisions, you and Wrenchpilot Technologies Inc. agree that any judicial action (including any court proceedings in aid of arbitration or if the arbitration clause is deemed unenforceable) will be brought in the state or federal courts of the State of Delaware, USA. Both you and Wrenchpilot Technologies Inc. consent to the exclusive jurisdiction and venue of such courts for the purpose of litigating any such dispute. You and Wrenchpilot Technologies Inc. waive any objection to the exercise of jurisdiction over the parties by these courts or to venue in these courts, including any objection based on inconvenient forum. In any litigation between the parties, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the other party.
Force Majeure: Neither Wrenchpilot Technologies Inc. nor you shall be liable for any delay or failure to perform any obligation (except payment obligations) under these Terms if the delay or failure is due to events beyond the reasonable control of a party, such as natural disasters, acts of government, war, terrorism, civil unrest, labor strikes, Internet or power outages, or other force majeure events. The affected party shall be excused from performance for so long as the event continues to prevent performance.
Changes to Terms: Wrenchpilot Technologies Inc. may update or revise these Terms at any time. If we make material changes, we will provide notice to you by posting the updated Terms on our website or through the Service, or by sending you an email notification. The updated Terms will become effective immediately upon posting (or as otherwise indicated at the time of posting). It is your responsibility to review these Terms periodically. If you continue to use the Service after the new Terms take effect, you will be deemed to have accepted the changes. If you do not agree to the revised Terms, you must stop using the Service before the changes take effect.
Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. In such event, the provision shall be modified and interpreted to accomplish the objectives of the original provision to the greatest extent possible under applicable law, and the invalidity or unenforceability shall not affect the validity or enforceability of the other provisions.
Waiver: No failure or delay by Wrenchpilot Technologies Inc. in exercising any right, power, or remedy under these Terms shall operate as a waiver of that or any other right, power, or remedy. Similarly, no single or partial exercise of any right, power, or remedy shall preclude any other or further exercise of the same or any other right, power, or remedy. Wrenchpilot Technologies Inc.'s waiver of any breach or default by you will not be deemed a waiver of any subsequent breach. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Wrenchpilot Technologies Inc..
Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without Wrenchpilot Technologies Inc.'s prior written consent. Any attempt by you to assign these Terms without consent will be null and void. Wrenchpilot Technologies Inc. may assign, transfer, or delegate these Terms (in whole or in part), or any rights and obligations hereunder, at its sole discretion and without consent. For example, Wrenchpilot Technologies Inc. may assign these Terms to a successor in interest in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will bind and inure to the benefit of each party's permitted successors and assigns.
Entire Agreement: These Terms (including any Order Form or subscription agreement incorporating these Terms, and any policies or supplemental terms referenced herein or provided by Wrenchpilot Technologies Inc., such as our Privacy Policy) constitute the entire agreement between you and Wrenchpilot Technologies Inc. with respect to the Service, and supersede all prior or contemporaneous agreements, proposals, negotiations, discussions, or communications (whether written or oral) between you and Wrenchpilot Technologies Inc. regarding the Service. You acknowledge that you have not relied on any representation, warranty, or statement not expressly set out in these Terms. In the event of any conflict between these Terms and any other document incorporated by reference, these Terms shall prevail unless expressly stated otherwise.
No Third-Party Beneficiaries: These Terms are for the benefit of you and Wrenchpilot Technologies Inc. only. Except as expressly provided herein, nothing in these Terms is intended to confer any rights or remedies on any person or entity other than the parties and their respective successors and permitted assigns.
Independent Contractors: The relationship between you and Wrenchpilot Technologies Inc. is that of independent contracting parties. Nothing in these Terms shall be construed to establish any partnership, joint venture, employment, franchise, or agency relationship between you and Wrenchpilot Technologies Inc.. Neither party has the power or authority to bind or obligate the other in any manner except as expressly set forth in these Terms.
Notices: Wrenchpilot Technologies Inc. may provide you with notices or communications about the Service or these Terms electronically, which may include email (to the address associated with your account), in-app messages or notifications, or by posting on our website or within the Service. You agree that all agreements, notices, disclosures, and other communications that Wrenchpilot Technologies Inc. provides to you electronically satisfy any legal requirement that such communications be in writing. You are responsible for keeping your account contact information (including your email address) up to date. Any notices to Wrenchpilot Technologies Inc. should be sent to the contact address listed on our website, Attn: Legal Department, or via email to our support/legal email address as provided.
Headings and Interpretation: Section titles and headings in these Terms are for convenience only and have no legal or contractual effect. Words imparting the singular include the plural and vice versa. The words "include" and "including" shall be interpreted as "including, without limitation."
Contracting Entity: Wrenchpilot Technologies Inc. is the entity providing the Service. Wrenchpilot Technologies Inc.'s address and contact information are available on our website (currently with offices in Richmond, VA, USA and Hamilton, ON, Canada). For purposes of legal notices or service of process, please use the address of our U.S. office unless otherwise directed.
Further Assurances: You agree to execute any documents and take any actions necessary to effectuate the purposes of these Terms.
No Prejudice: The terms of this agreement shall not be construed in favor of or against either party by reason of authorship. Both parties had the opportunity to review and negotiate these Terms.
Consumer Rights: If you are using the Service as a consumer (and not for business purposes), certain provisions of these Terms may not apply to you or may be limited by applicable consumer protection laws. In such case, your statutory rights are not affected by these Terms. However, as noted above, the Service is intended for business use by truck repair shops, and by accepting these Terms you confirm that you are not a consumer user.
If you have any questions or concerns about these Terms or the Service, please contact us at service@wrenchpilot.io.
By using WrenchPilot, you acknowledge that you have read and agree to these Terms of Service.