⚠️ READ THIS FIRST — THIS IS A DRAFT, NOT A FINISHED LEGAL DOCUMENT
This document was drafted to be thorough and to track how Auto Shop Data actually works today, but it was not written or reviewed by a licensed attorney, and no document — no matter how carefully drafted — can be truly "bulletproof." Before you post this, link it from a signup flow, or rely on it to protect you, you should have it reviewed by an attorney licensed in your state, especially because this platform:
Every place below marked [FILL IN] needs a real value from you (legal entity name, state of formation, notice address, support email, governing-law state, arbitration provider, etc.) before this is usable. Sections marked ⚠ ATTORNEY REVIEW are the ones most likely to need real legal judgment specific to your state(s) of operation and your insurance/financial exposure — treat those as flagged, not finished.
Last updated: [FILL IN DATE]
These Terms of Service ("Terms") are a binding agreement between [FILL IN LEGAL ENTITY NAME], a [FILL IN STATE] [FILL IN ENTITY TYPE — e.g. "limited liability company"] ("Auto Shop Data," "we," "us," or "our"), and the business entity or individual that creates a shop account ("Shop," "you," or "your"). By creating an account, accessing, or using Auto Shop Data (the "Service"), you agree to these Terms on behalf of yourself and, if applicable, the business you represent. If you do not have authority to bind that business, or do not agree to these Terms, do not use the Service.
Auto Shop Data is a multi-tenant, web-based operations platform for collision repair shops, covering repair-order pipeline management, customer and insurance-claim record-keeping, parts ordering and vendor quoting, ADAS calibration tracking, a customer-facing status portal, email and SMS communications, AI-assisted photo damage estimating, and (where enabled) payment collection from customers and insurers. Some features described in our marketing materials, README, or in-app copy may be labeled as simulated, in beta, or dependent on a third-party integration you configure yourself (for example, a live payment gateway, a live parts-vendor API, or a live SMS number); those features are provided "as available" and are not guaranteed to be production-ready until you have configured and tested the relevant integration yourself.
2.1 Business use only. The Service is intended for use by collision repair businesses and their authorized personnel, not consumers acting in a purely personal capacity. You represent that you are at least 18 years old and are authorized to act on behalf of the Shop you're registering.
2.2 Account security. You are responsible for maintaining the confidentiality of login credentials and any multi-factor authentication (MFA) device or codes associated with your account, and for all activity that occurs under your account, whether or not you authorized it, except to the extent caused by our failure to meet our security obligations under these Terms. You must notify us promptly at [FILL IN SECURITY/ABUSE CONTACT EMAIL] if you suspect unauthorized access.
2.3 Account lockout. For your protection, the Service automatically locks an account for a period of time after repeated failed login attempts. This is a security control, not a guarantee against unauthorized access, and does not shift responsibility for account security away from you.
2.4 Roles and permissions. Shops may create multiple user accounts with different role-based permissions (e.g., owner, estimator, front desk, technician, bookkeeper). The Shop's designated "owner" account is responsible for managing which individuals hold which roles, and for deactivating access for personnel who leave the business. We are not responsible for actions taken by users a Shop has granted access to, including former employees whose access the Shop failed to revoke.
2.5 Platform-admin support access. Auto Shop Data platform administrators may, solely for the purpose of providing customer support, troubleshooting, or investigating suspected abuse, access a Shop's account in a support/impersonation capacity. This access is logged, is used only as needed to resolve the specific issue at hand, and is never used to take customer-facing actions (such as sending messages to your customers or insurers, or charging a card) without your request or consent. See our Privacy Policy for more detail on how this access is handled.
3.1 Fees. Use of the Service requires payment of the subscription fees described at [FILL IN — pricing page URL or attach fee schedule], billed on the cycle (monthly/annual) selected at signup. Fees are subject to change with at least [FILL IN — e.g. "30 days'"] advance notice to the email address on file for the Shop's owner account; continued use after a fee change takes effect constitutes acceptance of the new fee.
3.2 Trials. We may offer a free trial period. At the end of a trial, your Shop's data becomes subject to a data-export lock (read-only or export-only access) until a paid subscription is activated, as described in-app. We do not delete Shop data solely because a trial expired, but we reserve the right to delete data from accounts that have never converted to paid and have been inactive for [FILL IN — e.g. "12 months"] after reasonable notice.
3.3 Payment method; late payment. ⚠ ATTORNEY REVIEW (payment terms, late fees, and collections language should match your actual billing mechanism and state usury/late-fee limits — this section is intentionally generic). You authorize us to charge the payment method on file for recurring subscription fees. If a payment fails, we may suspend access to the Service after notice and a reasonable cure period. Suspension for non-payment does not relieve you of the obligation to pay fees already accrued.
3.4 Taxes. Fees are exclusive of applicable sales, use, VAT, or similar taxes, which you are responsible for unless you provide a valid exemption certificate.
3.5 No refunds. Except as required by law or expressly stated at signup, fees are non-refundable, including for partial billing periods.
4.1 Your data, your ownership. As between you and us, you (the Shop) own all data you input into the Service about your business, your repair orders, and your customers, including customer names, contact information, vehicle and VIN data, insurance claim numbers, photos, and communications ("Customer Data"). Nothing in these Terms transfers ownership of Customer Data to us.
4.2 License you grant us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display Customer Data solely as necessary to (a) provide the Service to you, (b) as instructed by you (e.g., sending an email/SMS you initiated, generating a PDF estimate), (c) for the AI-assisted photo estimating feature (which sends photo and vehicle data you submit to a third-party AI model provider — see the Privacy Policy), and (d) to maintain, secure, and improve the Service, including in aggregated or de-identified form that does not identify your Shop or its customers.
4.3 Data export and portability. You may export your Customer Data through in-app export tools where provided, or by requesting an export from us. Upon termination of your account, we will make Customer Data available for export for a period of [FILL IN — e.g. "30 days"] following termination, after which it may be deleted per Section 10.
4.4 Accuracy is your responsibility. You are solely responsible for the accuracy, legality, and appropriateness of Customer Data you input, including ensuring you have any consents required from your own customers to collect, store, and share their personal information (including with insurers, via SMS/email, and via the public customer-portal link) through the Service.
4.5 Our intellectual property. As between you and us, we (and our licensors) own all right, title, and interest in and to the Service itself — its software, source code, user interface, designs, documentation, and the "Auto Shop Data" name and logo — excluding your Customer Data. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of these Terms, solely for your internal business purposes as a collision repair shop. You may not copy, modify, create derivative works from, decompile, or resell the Service except as these Terms expressly permit or as applicable law requires us to allow.
The Service includes an optional AI photo damage estimator that sends photos and vehicle information you submit to a third-party large language model provider (currently Anthropic) to generate a repair estimate. Estimates generated by this feature are provided for informational and workflow purposes only, are not a substitute for a qualified estimator's inspection, and must be independently verified before being relied upon for pricing, insurance claims, or repair decisions. We disclaim all liability for damages arising from reliance on an AI-generated estimate without independent verification.
The Service allows you to send email and SMS messages to your customers and insurers, including automated status messages. You are solely responsible for complying with applicable law governing these communications, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and any state-law analogs, including obtaining and honoring customer consent/opt-outs for SMS messaging. We provide opt-in/opt-out tooling as a convenience; using that tooling does not guarantee your compliance with applicable law, and you agree to indemnify us as described in Section 13 for claims arising from your use of these features in violation of law.
7.1 Payment processing today. As of these Terms, card payment processing in the Service operates in a simulated/no-real-money mode unless and until your Shop has configured a live, third-party payment gateway with your own merchant account credentials, as described in-app. We do not act as a payment processor, payment facilitator, or money transmitter; you are responsible for maintaining your own relationship, agreement, and compliance obligations with whatever payment gateway/processor and merchant account provider you connect.
7.2 PCI-DSS. You are responsible for your own PCI-DSS compliance obligations arising from accepting card payments, including through the Service. We design the Service so that raw card numbers are not intended to be stored on our servers when a properly integrated, tokenizing payment gateway is used, but you remain responsible for reviewing your own compliance posture with your payment gateway provider and, if needed, a Qualified Security Assessor.
7.3 Card surcharges. ⚠ ATTORNEY REVIEW (this is the single area of these Terms most likely to create real legal exposure and most likely to have changed since this document was drafted). The Service includes an optional feature that adds a percentage-based surcharge to card payments. Card network rules (currently capping surcharges at roughly 3% for Visa and 4% for Mastercard) and state law (some states ban card surcharging outright; others cap it below the network limit; rules change over time and vary by state) govern whether, and how much, you may surcharge. The Service does not automatically detect your state, verify current law, or cap the surcharge rate to what is legally permissible in every jurisdiction where your Shop or its customers are located — it is your sole responsibility to (a) confirm current surcharge law in every state where you do business, (b) confirm your card-network and acquirer/ISO agreement permits the surcharge amount you configure, and (c) provide any required advance notice or point-of-sale disclosure. We disclaim all liability for surcharge amounts you configure, and you agree to indemnify us as described in Section 13 for claims arising from surcharges you apply.
7.4 Refunds and disputes. You are responsible for handling refunds and chargeback/dispute responses through the tools we provide or directly with your payment gateway, in accordance with that gateway's own terms.
You will not, and will not permit any user of your account to: (a) use the Service to violate any law, including data-privacy, insurance, consumer-protection, or telecommunications law; (b) attempt to gain unauthorized access to another Shop's data or to the Service's infrastructure; (c) upload malicious code; (d) reverse-engineer the Service except to the extent applicable law prohibits this restriction; (e) use the Service to store or transmit content that infringes a third party's intellectual property or privacy rights; or (f) resell or provide the Service to third parties as a service bureau without our written consent.
9.1 Sub-processors. The Service integrates with and relies on third-party providers (currently including, but not limited to, Resend for email, Twilio for SMS, GoDaddy for domain/DNS services, Anthropic for AI estimating, Neon for database hosting, Vercel for application hosting, and Sentry for error monitoring, plus, if and when configured, a payment gateway and parts-vendor APIs — see our Privacy Policy for the current, detailed list). We are not responsible for the acts, omissions, downtime, security incidents, or policy changes of these third parties, though we will make commercially reasonable efforts to notify you of material outages or changes affecting the Service.
9.2 Security; breach notification. We maintain administrative, technical, and organizational safeguards designed to protect Customer Data, as described in our Privacy Policy. In the event of a security incident that compromises Customer Data in a manner that triggers notification obligations under applicable law, we will notify you without unreasonable delay and will reasonably cooperate with you in meeting your own notification obligations to your customers, insurers, or regulators, consistent with the Privacy Policy's breach-notification section.
10.1 Term. These Terms remain in effect for as long as you maintain a Shop account.
10.2 Suspension. We may suspend or restrict access to the Service, with notice where practicable, if we reasonably believe your account (a) poses a security risk, (b) is being used in violation of Section 8, (c) has unresolved non-payment beyond the cure period in Section 3.3, or (d) requires suspension to comply with law or a legal process.
10.3 Termination. Either party may terminate these Terms for convenience with [FILL IN — e.g. "30 days'"] written notice. We may terminate immediately for a material breach that remains uncured 10 days after written notice, or immediately without notice for conduct that creates legal or security risk to us or other Shops.
10.4 Effect of termination. Upon termination, your right to access the Service ends, subject to the data-export window in Section 4.3. Sections that by their nature should survive termination (including Sections 4.1, 4.4, 4.5, 11, 12, 13, 14, and 15) survive.
⚠ ATTORNEY REVIEW (standard SaaS warranty-disclaimer boilerplate below — confirm your state permits disclaiming implied warranties to the extent stated, and that this is consistent with any express warranty you intend to offer, such as an uptime SLA).
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT AI-GENERATED ESTIMATES WILL BE ACCURATE, OR THAT ANY THIRD-PARTY INTEGRATION (INCLUDING A PAYMENT GATEWAY OR PARTS-VENDOR API YOU CONNECT) WILL FUNCTION WITHOUT ERROR. WE CURRENTLY DO NOT OFFER A CONTRACTUAL UPTIME SERVICE-LEVEL AGREEMENT (SLA); ANY UPTIME FIGURE REFERENCED IN MARKETING MATERIALS IS AN ASPIRATIONAL TARGET, NOT A GUARANTEE, UNLESS A SEPARATE SIGNED SLA STATES OTHERWISE.
⚠ ATTORNEY REVIEW (liability caps, especially the carve-outs, need to be sized to your actual insurance coverage and risk tolerance — a cap of "fees paid in the prior 12 months" is a common SaaS default but may be too low given this app touches insurance-claim and payment data; consider requiring or obtaining cyber/E&O insurance before relying on this).
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, LOST DATA, OR LOST BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limitations do not apply to (i) either party's indemnification obligations under Section 13, (ii) your payment obligations, (iii) either party's breach of confidentiality, or (iv) liability that cannot be limited under applicable law (for example, liability for gross negligence, willful misconduct, or death or personal injury caused by negligence, in jurisdictions that prohibit limiting such liability).
13.1 By you. You will defend, indemnify, and hold us harmless from third-party claims, damages, and reasonable attorneys' fees arising from (a) your Customer Data, (b) your use of the Service in violation of Section 6 (Communications), Section 7.3 (surcharges), Section 8 (Acceptable Use), or applicable law, or (c) a dispute between you and your own customer or insurer.
13.2 By us. We will defend, indemnify, and hold you harmless from third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a third party's U.S. intellectual property rights, excluding claims arising from your Customer Data, your modifications, or your use in combination with third-party products not provided by us.
Each party will protect the other's non-public business, technical, and financial information with the same degree of care it uses for its own similar information (and no less than reasonable care), and will use it only to perform under these Terms.
⚠ ATTORNEY REVIEW (arbitration clauses, class-action waivers, and choice-of-law/venue provisions are heavily state- and context-dependent, and some states restrict or disfavor mandatory arbitration or class waivers for certain claim types — do not rely on the placeholder language below without counsel).
15.1 Governing law. These Terms are governed by the laws of the State of [FILL IN], without regard to conflict-of-laws principles.
15.2 Dispute resolution. [FILL IN — choose one approach with counsel: (a) binding arbitration under [AAA/JAMS] rules, individual basis only, with a specific carve-out for small-claims-court and injunctive relief; or (b) exclusive jurisdiction and venue in the state/federal courts located in [FILL IN COUNTY, STATE].]
16.1 Changes to these Terms. We may update these Terms from time to time. We will provide notice of material changes (for example, by email to the account owner or an in-app notice) at least [FILL IN — e.g. "30 days"] before they take effect. Continued use of the Service after changes take effect constitutes acceptance.
16.2 Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets. We may assign these Terms in connection with a similar transaction.
16.3 Force majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control (e.g., natural disaster, war, internet or utility outage, act of government, or a third-party provider's outage).
16.4 Notices. Notices to us must be sent to [FILL IN LEGAL/NOTICE ADDRESS AND EMAIL]. Notices to you may be sent to the email address on file for your Shop's owner account.
16.5 Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
16.6 No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
16.7 Entire agreement. These Terms, together with our Privacy Policy and any signed order form or separate written agreement between the parties, constitute the entire agreement between you and us regarding the Service, superseding any prior agreements on the subject.
16.8 Independent contractors. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
16.9 Contact. Questions about these Terms can be sent to [FILL IN SUPPORT/LEGAL EMAIL].
This document is a draft prepared with the help of AI tooling based on the platform's actual features as of the date generated. It is not legal advice and has not been reviewed by an attorney. Do not publish or rely on it without review by counsel licensed in the state(s) where you operate, particularly given the insurance-data, multi-state, and payment-related exposure noted above.