Terms of Service

Crovalt Shop OS — Crovalt, LLC

1. Definitions

"Service"means the Crovalt Shop OS cloud-based shop management platform, including all features, tools, APIs, AI diagnostic capabilities, and related services provided by Crovalt, LLC ("Crovalt," "we," "us," or "our").

"User," "you," or "your" means the individual or entity that registers for and uses the Service, including shop owners, administrators, and authorized personnel.

"Subscriber" means the entity that holds a paid subscription to the Service.

"AI Diagnostics" means the artificial intelligence-powered diagnostic tools, suggestions, and recommendations provided through the Service.

"Shop Data" means all data entered into, generated by, or collected through your use of the Service, including but not limited to customer information, vehicle data, repair records, diagnostic results, and business operational data.

2. Account Registration and Eligibility

2.1. To use the Service, you must register for an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.2. You must be at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or the entity you represent.

2.3. You agree to notify Crovalt immediately of any unauthorized use of your account or any other breach of security.

3. Subscription and Billing

3.1. Subscription Plans. The Service is offered on a subscription basis. Details of available plans, features, and pricing are described on our website and may be updated from time to time.

3.2. Payment Processing.All payments are processed through Stripe, Inc. ("Stripe"). By subscribing to the Service, you agree to Stripe's terms of service and authorize Crovalt to charge your designated payment method on a recurring basis in accordance with your selected plan.

3.3. Billing Cycle. Subscriptions are billed in advance on a monthly or annual basis, depending on the plan selected. Your subscription will automatically renew at the end of each billing cycle unless canceled prior to the renewal date.

3.4. Price Changes.Crovalt reserves the right to modify subscription pricing upon thirty (30) days' written notice. Price changes will take effect at the start of your next billing cycle following the notice period.

3.5. Taxes. You are responsible for all applicable taxes, levies, and duties imposed by taxing authorities. Crovalt will collect applicable sales tax where required by law.

3.6. Failed Payments. If a payment fails, Crovalt will attempt to process the charge again. If payment remains unsuccessful after reasonable attempts, Crovalt may suspend or terminate your access to the Service.

4. Use of the Service

4.1. License Grant. Subject to these Terms, Crovalt grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the subscription term.

4.2. Acceptable Use. You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:

• (a) Use the Service in any way that violates applicable federal, state, local, or international law or regulation;
• (b) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service or any server, computer, or database connected to the Service;
• (c) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service;
• (d) Sublicense, resell, or redistribute the Service to third parties without prior written consent from Crovalt;
• (e) Use the Service to transmit any malicious code, viruses, or harmful data;
• (f) Misrepresent your identity or affiliation with any person or entity.

5. AI Diagnostic Disclaimer

5.1. Informational Purposes Only. The AI Diagnostics feature provides ranked suggestions, probability assessments, and recommendations based on available data. These outputs are intended to assist qualified automotive technicians in their decision-making process and are provided for informational purposes only.

5.2. Not Professional Advice. AI Diagnostic outputs do not constitute mechanical, engineering, medical, legal, or any other form of professional advice. The AI provides suggestions and ranked possibilities — it does not make repair decisions.

5.3. Human Decision-Making.All repair, maintenance, and service decisions must be made by a qualified human technician exercising independent professional judgment. The human technician is solely responsible for evaluating the AI's suggestions and making the final decision on any course of action.

5.4. No Guarantee of Accuracy. While Crovalt strives to improve the accuracy of AI Diagnostics through ongoing development, we do not warrant or guarantee that AI outputs will be accurate, complete, reliable, or error-free. AI suggestions are probabilistic in nature and should be treated as one input among many in the diagnostic process.

5.5. Liability Limitation. Crovalt shall not be liable for any damages, losses, injuries, or costs arising from reliance on AI Diagnostic outputs, including but not limited to incorrect diagnoses, missed diagnoses, or repair outcomes resulting from actions taken based on AI suggestions.

6. Data Usage

6.1. Your Data. You retain ownership of your Shop Data. Crovalt's use of your data is governed by our Privacy Policy and Data Policy, which are incorporated into these Terms by reference.

6.2. Anonymized Data. You acknowledge and agree that Crovalt may collect, aggregate, and anonymize data derived from your use of the Service for purposes including but not limited to improving the Service, training AI models, and generating network intelligence insights. Anonymized data will not identify you, your shop, or your customers. See our Data Policy for full details.

6.3. Data Portability. You may export your Shop Data at any time during your active subscription through the tools provided in the Service.

7. Account Suspension and Termination

7.1. Termination by You. You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing cycle. You will retain access to the Service until the end of the paid period.

7.2. Termination by Crovalt. Crovalt may suspend or terminate your account immediately if you breach these Terms, engage in fraudulent activity, fail to pay fees when due, or if required by law.

7.3. Effect of Termination. Upon termination:

• (a) Your right to access and use the Service will cease;
• (b) You may request an export of your Shop Data within thirty (30) days of termination;
• (c) Crovalt will retain your Shop Data for ninety (90) days following account cancellation or termination, after which it will be permanently deleted unless retention is required by law;
• (d) Anonymized, aggregated data derived from your use of the Service prior to termination may be retained indefinitely.

7.4. Survival. Sections relating to intellectual property, limitation of liability, indemnification, and any other provisions that by their nature should survive termination will survive the expiration or termination of these Terms.

8. Intellectual Property

8.1. Crovalt IP.The Service, including its software, algorithms, AI models, user interface, documentation, and all related intellectual property, is and remains the exclusive property of Crovalt, LLC. Nothing in these Terms transfers any ownership of Crovalt's intellectual property to you.

8.2. Your IP. You retain all rights in and to your Shop Data. By using the Service, you grant Crovalt a limited license to use your data solely as described in these Terms, the Privacy Policy, and the Data Policy.

9. Limitation of Liability

9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CROVALT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE.

9.2. CROVALT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO CROVALT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

10. Indemnification

You agree to indemnify, defend, and hold harmless Crovalt and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) any repair or service decisions made using or based on AI Diagnostic outputs.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CROVALT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

12. Modifications to Terms

Crovalt reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Service after such changes constitutes your acceptance of the revised Terms.

13. Governing Law and Dispute Resolution

13.1. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.

13.2. Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If negotiation is unsuccessful, the dispute shall be resolved through binding arbitration administered in accordance with the rules of the American Arbitration Association.

13.3. You agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as a class action or other representative proceeding.

14. General Provisions

14.1. Entire Agreement. These Terms, together with the Privacy Policy, Data Policy, and Terms & Conditions, constitute the entire agreement between you and Crovalt with respect to the Service.

14.2. Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

14.3. Waiver. The failure of Crovalt to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.4. Assignment.You may not assign or transfer these Terms without Crovalt's prior written consent. Crovalt may assign these Terms without restriction.

14.5. Force Majeure. Crovalt shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control.

15. Contact Information

If you have questions about these Terms, please contact us at:

Crovalt, LLC

Austin, TX 78701

Email: legal@crovalt.com

Website: www.crovalt.com