Terms and Conditions

1. Acceptance of the Agreement

These Terms and Conditions (the "Agreement") govern Customer's access to and use of the Services. This Agreement is accepted at the time Customer completes the account setup process and affirmatively agrees to this Agreement by selecting the applicable acceptance checkbox, including affirmative acceptance of this Agreement, separate acknowledgement of the Privacy Policy, separate acknowledgement of the Data Processing Agreement, and, where applicable, separate authorization of automated workflows and separate consent to Hero Connect. "Account Setup" means Truck Hero's required registration and onboarding workflow, including any checkout or order flow where applicable. Customer's acceptance is effective as of that time and binds the Customer entity identified during Account Setup.

As part of account setup, Customer must separately and affirmatively acknowledge: (a) this Agreement, (b) the Privacy Policy, and (c) the Data Processing Agreement. Each such acknowledgement must be made through a separate checkbox that is not pre-checked.

The individual completing account setup represents and warrants that such individual is either the owner of Customer or an authorized user acting through Customer's admin account, and in either case has full authority to bind Customer and, if applicable, all affiliated or related locations enrolled under the account.

Truck Hero may maintain records of Customer's acceptance, including the date and time of acceptance, the identity of the accepting user, the Customer entity, IP address, applicable Agreement version, and whether Hero Connect was installed or enabled in connection with the account.

Truck Hero does not rely on passive browsewrap or implied consent. Acceptance of this Agreement and related authorizations must occur through affirmative action by Customer in the applicable workflow.

2. Parties; Affiliate Delivery Structure

The contracting party under this Agreement is Truck Hero LLC ("Truck Hero"). Truck Hero may provide, host, operate, support, or make available portions of the Services directly or through one or more Affiliates, including Hero Group LLC.

For purposes of this Agreement, "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. "Control" means direct or indirect ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management or policies.

References in this Agreement to the "Services" include any service components, software, features, functionality, infrastructure, support functions, and related tools provided by Truck Hero or any of its Affiliates. References to the "Truck Hero Parties" mean Truck Hero LLC, Hero Group LLC, their Affiliates, and each of their respective owners, members, managers, officers, directors, employees, contractors, agents, licensors, suppliers, subprocessors, and service providers.

Certain customer-facing components of the Services may be operated or branded as Repair Explainer by Hero Group LLC, an Affiliate of Truck Hero. Repair Explainer is an assumed name of Hero Group LLC and is not a separate legal entity or contracting party under this Agreement. Customer’s commercial relationship under this Agreement remains solely with Truck Hero LLC.

3. Eligibility; Business Use Only; Authority

The Services are offered solely for business use. Each user must be at least eighteen (18) years old. Customer represents and warrants that each person who accepts this Agreement, creates an account, activates a feature, or installs Hero Connect on Customer's behalf has authority to bind Customer.

If Customer uses an admin account, the holder of that admin account is deemed authorized to act for Customer with respect to purchasing subscriptions, enabling features, adding or removing locations, managing credentials, enabling automation, and accepting updated terms, policies, or addenda.

If Customer operates multiple shop locations or affiliated operating entities, one authorized signer or admin may bind all such locations and affiliated operating sites included in the subscription.

4. Description of the Services

The Services are software products designed to support heavy-duty, truck, and collision repair workflows, including estimate review and scrubbing, OEM-backed short-pay identification, reports, customer-facing repair explanations, secure share links, email and SMS delivery, repair timelines, repair-stage and milestone tracking, and related communications and business tools.

Certain customer-facing features may be delivered through Repair Explainer, a service operated by Truck Hero's Affiliate Hero Group LLC under the Repair Explainer assumed name. Repair Explainer features may include plain-language explanations, secure customer links, appointment or approval communications, repair-status updates, delay notices, and pickup-related information. These features are informational and communications tools and are not official repair records, inspections, certifications, or guarantees.

Hero Connect is an optional but recommended software component that may be installed on Customer devices to enable or enhance certain features. Customer may use the Truck Hero web application without Hero Connect, but some features, functionality, or workflow execution capabilities may be limited or unavailable.

The Services are provided as software only. Truck Hero does not provide managed repair services, legal advice, insurance adjusting services, claims representation, repair oversight, or human review on Customer’s behalf.

5. Accounts, Admin Users, and Locations

Customer must provide accurate and complete registration, billing, contact, and account information and keep it current by updating the relevant section in app.truckhero.ai. Customer is responsible for all activity occurring under its accounts, credentials, installations, and admin profiles.

Subscriptions are sold by location. A "Location" means a separate physical operating site with a separate address. If Customer adds a location mid-cycle, Truck Hero may prorate charges through the next billing date.

If Customer removes, pauses, or closes a location mid-cycle, no proration or refund will be provided, and access for that location may continue only through the end of the then-current paid billing period.

Customer is responsible for designating and managing its own authorized users and for promptly disabling access for users who should no longer have access. Customer is responsible for any misuse caused by compromised credentials or unauthorized internal use unless caused directly by Truck Hero's breach of this Agreement.

6. Free Trials; Subscription Term; Auto-Renewal

Truck Hero may offer a free trial from time to time. The length, eligibility criteria, scope, and conditions of any free trial may change at Truck Hero's discretion and may be described at checkout, in an order flow, or in promotional materials.

Unless otherwise stated in writing, any free trial will automatically convert into a paid subscription at the end of the trial period, and Truck Hero may charge the payment method on file without further notice. Customer is responsible for canceling before the end of the trial period if it does not want to continue into a paid subscription.

At launch, subscriptions are month-to-month and renew automatically on the same calendar day of each month as the initial paid activation date, unless earlier terminated in accordance with this Agreement. Truck Hero may later offer annual or other subscription plans at its discretion.

7. Fees, Billing, Price Changes, and Failed Payments

Customer will pay all fees, charges, taxes, and other amounts specified at checkout or otherwise agreed in writing. Pricing may change from time to time. Truck Hero may increase pricing with at least thirty (30) days' prior notice, except that where a locked, founding, or charter rate is expressly stated at checkout or on an applicable order form or written offer, that rate will govern for that Customer for the period stated in that offer and will not be increased during that period.

Fees are charged per location (or per seat, as applicable). Adding a location or seat during a billing period increases the fees accordingly, effective when it is added, and such additions may be billed on the next invoice or prorated as stated at checkout or on the order form.

All charges are non-refundable once processed, except as required by applicable law. Truck Hero does not provide refunds or credits for partial billing periods, partially used subscriptions, removed locations, or unused features.

If payment fails, Truck Hero may provide a grace period of up to five (5) days before suspending access, disabling features, or restricting use. Truck Hero may retry failed charges, update billing status, suspend or terminate access, and collect unpaid amounts using lawful means. Customer remains responsible for any amounts due during any suspension period caused by Customer's nonpayment.

8. Customer Data; Ownership; Service License

As between the parties, Customer retains ownership of Customer Data. "Customer Data" means data, files, estimates, procedures, cases, records, credentials, communications content, images, reports, and other materials submitted to, generated through, or made available within the Services on Customer's behalf.

Customer grants Truck Hero and its Affiliates a worldwide, non-exclusive, royalty-free right to host, copy, process, store, transmit, display, modify, create derivative works from, and otherwise use Customer Data as reasonably necessary to provide, secure, support, maintain, improve, and operate the Services; comply with law; enforce this Agreement; investigate misuse; and create de-identified, anonymized, or aggregated insights, benchmarks, white papers, reports, trend analyses, and similar materials.

Customer acknowledges and agrees that Truck Hero may use Customer Data to provide Customer with insights about Customer's historical performance and projected performance opportunities, and may use de-identified or aggregated data to improve the Services and related products.

9. Privacy; DPA; Retention; Deletion; Export

Customer's use of the Services is also subject to the Privacy Policy and the DPA. Customer acknowledges that Hero Group LLC or other Affiliates may process Customer Data on Truck Hero's behalf in connection with Hero Connect, operation of Repair Explainer, hosting or displaying customer-facing repair content, delivery of SMS or email communications, repair timelines and status tracking, secure-link access, consent and preference records, or other service operations.

Unless the customer requests earlier deletion after termination, Truck Hero may retain Customer Data during the subscription term and for up to one (1) year after termination. Truck Hero will retain data for at least thirty (30) days, and after that period may delete data in accordance with its retention practices. Upon a valid deletion request following termination, Truck Hero will process deletion from active systems and backups within thirty (30) days, except for data Truck Hero is required or permitted to retain for audit, fraud prevention, billing, dispute resolution, legal hold, security, or compliance purposes.

Truck Hero may provide reasonable export assistance on request but does not promise export in any specific format unless otherwise agreed in writing. Customer acknowledges that some data, logs, artifacts, or records may not be exportable in their original operational format.

10. Automation Authorization; Customer Responsibility for Automated Actions

10.1 What this Section covers. This Section applies to Automated Actions — actions the Services take on Customer's behalf or that reach Customer's customers, vehicle owners, insurers, or other third parties without separate human review of each action. Examples: generating and sending a Repair Explainer or secure link by SMS or email; sending appointment, approval, delay, repair-stage, completion, or pickup communications; and, if later enabled, exchanging data with or writing to a third-party estimating or management system. This Section does not apply to Truck Hero's own service, account, support, and product communications to Customer and its users, or to the internal processing of Customer Data described in Sections 8, 9, and 11.

10.2 How authorization is given. Customer authorizes an Automated Action by enabling, configuring, or using the applicable feature — for example by connecting an estimating or management account, turning on an automated communication, or selecting an automation setting. Connecting an estimating account is Customer's instruction to Truck Hero to retrieve the resulting estimates and to review, scrub, and analyze them automatically. Where Truck Hero presents a separate acknowledgement for a specific automation, authorization is given through that acknowledgement.

10.3 Turning it off. Customer may disable an automated workflow at any time in the applicable settings or by contacting support@truckhero.ai. Disabling is prospective and does not affect actions already taken.

10.4 Deemed Responsibility. If Customer enables any automation feature, Customer expressly authorizes Truck Hero and its affiliate-provided service components to generate, edit, route, transmit, post, save, and otherwise take actions on Customer's behalf in accordance with the automation settings, rules, permissions, and workflows selected or enabled by Customer.

Customer acknowledges and agrees that any explainer, message, edit, workflow action, or other output generated, transmitted, or taken through an enabled automation feature is deemed authorized by Customer. Customer bears sole responsibility for all such actions and outputs, including their accuracy, completeness, appropriateness, timing, legal sufficiency, business impact, and compliance with Customer's obligations to vehicle owners, insurers, adjusters, employees, vendors, regulators, and other third parties.

Customer is solely responsible for reviewing all outputs before sending or relying on them, except to the extent Customer affirmatively elects to automate a workflow or action. If Customer elects automation, Customer acknowledges that it has reviewed the relevant features and accepts full responsibility for outputs and actions sent or taken on its behalf without additional human review.

11. AI Features; Output Limitations; No Reliance

The Services may use artificial intelligence, machine learning, rules-based logic, or other automated methods. Truck Hero may change models, providers, prompts, routing logic, automation logic, and feature-specific workflows at any time in its discretion to improve the Services or outputs.

For estimate-related AI processing within the Services, Truck Hero's processing design is that personal information appearing on estimates is excluded from AI model inputs. For purposes of this Agreement, such personal information includes customer name, home or mailing address, phone number, email address, driver's license number, date of birth, payment card information, banking information, insurance policy number, and claim number when tied to a specific person. Customer acknowledges that other features of the Services that use AI, for example conversational assistance, communications drafting, or voice features, may process information Customer chooses to submit to those features, and Customer is responsible for what it submits.

Customer acknowledges that personal information may still be processed by the Services, Hero Connect, Truck Hero Parties, subprocessors, and underlying systems for non-AI functions necessary to provide the Services, including storage, transmission, authentication, workflow execution, logging, security, troubleshooting, billing, and customer support.

AI-assisted or automated outputs may be incomplete, incorrect, inconsistent, not accepted by insurers, or otherwise unsuitable for Customer's intended use. Customer remains solely responsible for reviewing and determining whether to use, send, rely on, or act on any output. Truck Hero does not guarantee any particular outcome, insurer acceptance, or payment of any amount.

12. Hero Connect; Device-Side Activity; Internal Permissions

Hero Connect is optional but recommended. Installation is subject to this Agreement; Customer ensures the installer is authorized.

Customer represents and warrants that any user who installs, enables, accesses, or uses Hero Connect has full authority from Customer to do so on the applicable machine, device, account, browser session, local environment, and third-party software environment.

Customer is solely responsible for providing any notice, disclosure, authorization, consent, or policy acknowledgement required under Customer's employment policies, workplace rules, privacy policies, or other internal requirements before installing or using Hero Connect on any company-controlled or user-accessible machine.

Customer expressly authorizes Truck Hero, Hero Group LLC, and their respective service providers to access, interact with, analyze, collect, process, and retain information from local files, application windows, browser sessions, screenshots, transcripts, active-window context, and related device-side activity solely as directed by Customer and as reasonably necessary to provide, secure, support, maintain, and improve Hero Connect and the Services.

Customer acknowledges that screenshots, transcripts, session artifacts, logs, and related Hero Connect records may be retained for as long as reasonably required to provide the Services, support Customer, maintain system integrity, investigate issues, comply with legal obligations, and enforce this Agreement.

Customer may choose not to install or may later remove Hero Connect and continue to use the Truck Hero web application, but Customer acknowledges that certain features, functions, and workflow capabilities may be limited or unavailable without Hero Connect.

13. Third-Party Systems; Credentials; Workflow Execution

The Services may read data from, and retrieve OEM repair procedures and supporting information through, third-party systems, libraries, and supporting tools in order to complete work. Current or planned sources may include Repair Logic, OEM procedure providers, and other third-party systems. Truck Hero does not write back to Customer's estimating or management systems at launch. If Truck Hero later enables features that exchange data with or write to a third-party estimating or management system, those features will be optional and enabled by Customer, and this Section will apply to them.

Customer is responsible for providing accurate, current, and lawfully usable credentials and for ensuring that Customer's use of the Services with any third-party system does not violate Customer's contracts, terms, licenses, policies, or obligations to those providers. Customer authorizes Truck Hero and its Affiliates to store and use Customer credentials solely as necessary to operate the Services.

Truck Hero does not guarantee uninterrupted availability of any workflow execution with third-party systems. Third-party providers may change APIs, terms, workflows, access methods, rate limits, pricing, or permitted uses, or may suspend, restrict, lock, or object to Customer's use of the Services. Truck Hero may suspend, limit, modify, or discontinue support for any provider or access pathway immediately if legal, technical, operational, reputational, or commercial risk changes. Core functionality may remain available through uploads or other manual methods even if an automated pathway is unavailable.

Customer will indemnify the Truck Hero Parties against any third-party claim, investigation, enforcement action, suspension, loss, cost, or liability arising from or related to Customer's use of a third-party system through the Services, including any allegation that such use violated the third party's rules, terms, or rights.

14. Share Links; Reports; Explainers

The Services may allow Customer to generate reports, explainers, share links, timelines, repair-status information, and other content for use with customers, fleet owners, insurers, adjusters, or other third parties. Customer-facing content may be presented under the Repair Explainer brand and may be delivered by secure link, email, or SMS. Customer is solely responsible for deciding what content to generate, review, approve, share, transmit, or publish, and with whom to share it.

Any person who accesses content using a valid share link may be able to view the materials made available through that link. Customer is solely responsible for recipient selection, contact information, link distribution, revocation decisions, and the consequences of making content available through a valid link or transmission path. Truck Hero and its Affiliates may record message delivery, failure, link access, and engagement events to provide, secure, support, and improve the Services.

Customer controls and remains responsible for the underlying estimate, repair information, repair status, milestones, estimated dates, and customer-facing statements. Repair timelines and milestones may change. A displayed stage does not independently certify that work has been completed, inspected, approved, or paid for, and a displayed pickup or completion status does not authorize vehicle retrieval unless Customer directly confirms readiness.

Truck Hero is not responsible for any third party’s access to, interpretation of, reliance on, or reaction to materials shared by Customer or made available through Customer-controlled links, communications, or outputs.

15. Repair Explainer Delivery and Customer Authorization Workflow

As part of the Services, Customer may provide or confirm a vehicle owner’s, fleet owner’s, claimant’s, driver’s, or other authorized recipient’s mobile telephone number or email address for delivery of a Repair Explainer, secure link, repair update, or related communication. By accepting this Agreement and enabling or using the applicable workflow, Customer instructs and authorizes Truck Hero and its Affiliates, including Hero Group LLC doing business as Repair Explainer, to generate and send such communications on Customer’s behalf.

Customer represents, warrants, and agrees that it has implemented and will maintain a workflow reasonably designed to provide all required notices and obtain, record, and retain all authorizations, consents, permissions, and lawful bases necessary before Customer provides or confirms a recipient’s mobile number or email address for delivery. Customer’s workflow must associate the authorization with the applicable recipient and contact information and permit Customer to demonstrate the date, method, and scope of authorization upon reasonable request.

Customer will provide accurate recipient information, promptly notify Truck Hero of any withdrawal or preference change received outside the Services, honor opt-outs and suppression records, and not circumvent a suppression by using another number, campaign, account, or communication path. Truck Hero and its Affiliates may rely on Customer’s certification and instructions when sending communications on Customer’s behalf.

Customer will use Repair Explainer delivery only for legitimate repair, estimate, inspection, fleet-service, appointment, approval, status, or pickup communications involving the recipient. Customer may not include unrelated advertising or promotional content unless all separately required notices and permissions have been obtained. Truck Hero may suspend or restrict messaging when it reasonably believes a workflow violates law, carrier requirements, these Terms, or recipient preferences.

16. Customer Responsibilities; Prohibited Uses

Customer will use the Services only for lawful business purposes and in accordance with this Agreement. Customer may not: (a) use the Services to infringe or violate third-party rights; (b) use the Services in a way that violates law, professional obligations, repair obligations, consumer-protection obligations, insurance obligations, or privacy obligations; (c) attempt to reverse engineer, copy, scrape, or build a competing product using the Services except as expressly permitted by law; (d) use outputs, data, or access to benchmark, analyze competitively, or train competing models, products, or services; (e) resell, sublicense, or provide access to unauthorized third parties; or (f) use the Services to create deceptive, defamatory, unlawful, harassing, or misleading communications.

Customer remains solely responsible for all uploaded data, estimates, procedures, reports, outputs, explainers, emails, texts, and any other content or actions initiated, reviewed, approved, automated, sent, or shared through the Services.

Customer will maintain the authorization workflow described in Section 15; provide accurate and current recipient contact, repair, timeline, and status information; promptly correct inaccuracies; send communications only to recipients connected to a legitimate repair or service relationship; honor communication preferences, opt-outs, and withdrawals; and avoid deceptive, misleading, or unauthorized marketing communications.

17. Suspension

Truck Hero may suspend, restrict, or disable any portion of the Services immediately, with or without notice, if Truck Hero reasonably believes that Customer's use creates a security risk, legal risk, reputational risk, payment risk, misuse risk, dispute risk, or operational risk, or if Truck Hero is required to do so by law or a third-party provider.

Suspension does not relieve Customer of its payment obligations for accrued charges or minimum committed fees, if any. Truck Hero will have no liability for any suspension taken in good faith under this Section.

18. Intellectual Property; Feedback

The Services, including all software, technology, workflows, interfaces, documentation, reports, designs, prompts, logic, AI models, templates, and related intellectual property, are and remain owned by the Truck Hero Parties or their licensors. No rights are granted except the limited right to access and use the Services during the subscription term in accordance with this Agreement.

If Customer provides suggestions, comments, ideas, corrections, enhancement requests, or other feedback, Truck Hero may use that feedback without restriction or obligation. Truck Hero may incorporate feedback into the Services, documentation, or related offerings without payment to Customer.

19. Confidentiality

Each party may receive non-public information from the other party that is designated as confidential or that reasonably should be understood to be confidential, including technical, commercial, business, product, pricing, data, and operational information ("Confidential Information"). The receiving party will use the disclosing party's Confidential Information only as necessary to exercise rights or perform obligations under this Agreement and will protect it using reasonable care.

Confidential Information does not include information that: (a) is or becomes public without breach of this Agreement; (b) was lawfully known by the receiving party without restriction; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to its Affiliates, contractors, advisors, and service providers who need to know it and are bound by confidentiality obligations, and may disclose Confidential Information when required by law, subpoena, court order, or governmental request.

20. Publicity; Anonymized Results

Truck Hero may use Customer's results, outcomes, and data in anonymized, aggregated, or de-identified form for product, research, marketing, benchmarking, white papers, reports, and similar materials. Truck Hero will obtain written consent before using Customer's name, logo, or non-anonymized data in case studies, on websites, or in similar public-facing materials.

21. Disclaimers

THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRUCK HERO PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

WITHOUT LIMITING THE FOREGOING, THE TRUCK HERO PARTIES DO NOT WARRANT THAT ANY OUTPUT, ESTIMATE, EXPLAINER, REPORT, OR AUTOMATED ACTION WILL BE COMPLETE, CORRECT, TIMELY, INSURER-ACCEPTED, OEM-COMPLIANT, PROFITABLE, OR SUITABLE FOR CUSTOMER'S PURPOSES.

WITHOUT LIMITING THE FOREGOING, THE TRUCK HERO PARTIES DO NOT WARRANT SMS OR EMAIL DELIVERY, CARRIER ACCEPTANCE, MESSAGE TIMING, LINK AVAILABILITY, TIMELINE OR STATUS ACCURACY, COMPLETION DATES, PARTS AVAILABILITY, INSURER RESPONSE TIMING, VEHICLE PICKUP READINESS, OR THAT A DISPLAYED MILESTONE ESTABLISHES COMPLETION, INSPECTION, APPROVAL, OR PAYMENT. CARRIERS, FILTERS, INVALID OR REASSIGNED CONTACT INFORMATION, AND THIRD-PARTY OUTAGES MAY DELAY OR PREVENT DELIVERY.

22. Repair, Estimate, Insurer, and Operational Responsibility

Customer remains solely responsible for all final repair decisions, estimate content, customer communications, pricing decisions, compliance decisions, safety decisions, and business decisions. Truck Hero is not the author or submitter of any estimate, output, or communication, even if generated, edited, routed, or transmitted through the Services.

The Truck Hero Parties are not responsible for repair quality, repair completeness, repair defects, vehicle damage, OEM compliance, insurer acceptance or rejection, denied claims, reduced supplements, insurer conduct, customer dissatisfaction, unfair trade practice claims, deceptive trade practice claims, consumer claims, regulatory claims, or other disputes arising from Customer's business, repairs, communications, or use of the Services.

Customer acknowledges that the Services are decision-support and workflow software tools and that all business, legal, compliance, repair, and insurance outcomes remain Customer's responsibility.

Customer remains solely responsible for the official estimate, repair plan, repair stage, estimated and actual completion date, final invoice, customer approvals, accuracy of Repair Explainer content and repair-status communications, and directly confirming when a vehicle is ready for pickup. Repair Explainer is an explanatory and communications tool and is not the authoritative repair record.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRUCK HERO PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, VEHICLE VALUE, CLAIM VALUE, OR CUSTOMER RELATIONSHIP, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE TRUCK HERO PARTIES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (A) FEES PAID BY CUSTOMER TO TRUCK HERO DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) THE TOTAL AMOUNT PAID BY CUSTOMER TO TRUCK HERO IF LESS THAN THREE (3) MONTHS OF FEES HAVE BEEN PAID.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

24. Indemnification

Customer will defend, indemnify, and hold harmless the Truck Hero Parties from and against any and all third-party claims, demands, suits, actions, investigations, proceedings, judgments, losses, damages, liabilities, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to: (a) Customer Data; (b) Customer's use of the Services; (c) Customer's use of any third-party system through the Services; (d) any repair defect, vehicle-related claim, customer claim, insurer claim, claimant claim, or regulatory claim arising from Customer's business or repairs; (e) Customer's estimates, communications, reports, share links, or automated actions; (f) Customer's violation of law, third-party rights, contracts, or policies; or (g) any allegation that Customer lacked authority, permission, consent, or rights required for Customer's installation or use of Hero Connect or other service functionality; or (h) Customer's failure to maintain the required recipient-authorization workflow, obtain required communication authorization, provide accurate recipient information, honor an opt-out or withdrawal, prevent messaging to a reassigned or incorrect number, avoid unauthorized marketing, or provide accurate repair-status, completion, or pickup information.

Truck Hero may elect, in its discretion and on a case-by-case basis, to assume sole control of the defense and settlement of any indemnified matter using counsel of its choosing, at Customer's expense. Customer may not settle any claim in a manner that imposes liability, admission, injunctive relief, operational obligations, or other burden on any Truck Hero Party without Truck Hero's prior written consent.

This Section survives termination for as long as any applicable claim may be brought under the relevant statute of limitations or other applicable limitations period.

25. Termination

Customer may cancel a month-to-month subscription at any time, but cancellation will take effect at the end of the then-current billing period, and no refund will be provided for amounts already charged. Truck Hero may terminate or suspend this Agreement or any part of the Services immediately if Customer breaches this Agreement, fails to pay amounts due, presents legal or security risk, misuses the Services, or causes unacceptable operational or reputational risk.

Upon termination, Customer's right to access and use the Services ends, except to the extent Truck Hero permits limited post-termination access for billing, export, or transition purposes. Sections that by their nature should survive termination will survive, including sections addressing payment obligations, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and data retention or deletion.

26. Dispute Resolution; Arbitration; Class Waiver

THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES.

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION IN TEXAS ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS APPLICABLE COMMERCIAL ARBITRATION RULES. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, OR REPRESENTATIVE ACTION.

ARBITRATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, MASS, OR REPRESENTATIVE PROCEEDING.

Notwithstanding the foregoing, Truck Hero may seek injunctive, equitable, or similar emergency relief in any court of competent jurisdiction to protect intellectual property, confidential information, security interests, payment rights, or to prevent misuse of the Services. Customer agrees that damages may be an inadequate remedy for such harms.

27. Force Majeure

Truck Hero is not liable for delay, failure, degradation, or interruption caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, pandemic, labor disruption, war, terrorism, civil unrest, internet or telecommunications failure, utility failure, cyberattack, third-party service outage, government action, legal restriction, vendor failure, or supply chain disruption.

28. Notices; Changes to the Agreement; Miscellaneous

Legal notices to Truck Hero must be sent to support@truckhero.ai or to any updated notice address posted by Truck Hero. Customer consents to receive notices electronically.

Truck Hero may update this Agreement from time to time. Updated terms become effective when posted or on the stated effective date. If Customer continues using the Services after the updated terms become effective, Customer accepts the updated Agreement.

This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous understandings on the same subject matter. If any provision is held unenforceable, the remaining provisions will remain in effect. Customer may not assign this Agreement without Truck Hero's prior written consent. Truck Hero may assign this Agreement, in whole or in part, to an Affiliate or in connection with a merger, acquisition, financing, restructuring, or sale of assets. Failure to enforce any provision is not a waiver.

29. SMS / Text Message Programs

Truck Hero operates two separate text messaging programs for its business customers, prospects, and their authorized users. The programs are registered separately with the mobile carriers, permission is collected differently for each, and consent to one program is not consent to the other.

(a) Truck Hero Sales. Messages sent by a Truck Hero sales or onboarding representative to a person who has spoken with that representative by telephone and who gave verbal permission on that call to be contacted by text at the number they confirmed. Messages cover demonstration confirmations, the written write-up of findings on estimates discussed on the call, account setup and onboarding links, and answers to product questions raised on the call, up to approximately 5 messages per month. Permission for this program is given only on a telephone call: there is no sign-up form and no text-in keyword for it. The program disclosure, including the exact wording a representative reads before asking, is published at app.truckhero.ai/legal/sms.

(b) Account and Support Notifications. Messages you receive by providing a mobile telephone number and affirmatively opting in, for example by checking the SMS consent box on Truck Hero's sign-up form. Messages cover account, service, and support notifications, such as alerts that an estimate has been processed or findings are ready to review, and replies to your support requests, up to approximately 5 messages per month.

Consent to receive text messages is not a condition of purchasing any goods or services. Opting in to one of these programs does not enroll you in the other.

Message and data rates may apply according to your mobile carrier's plan. Truck Hero and the mobile carriers are not liable for delayed or undelivered messages.

You may opt out of either program at any time by replying STOP, END, QUIT, CANCEL, or UNSUBSCRIBE to any message. We will send a single confirmation and then stop. An opt-out is honored across all Hero Group messaging programs, not just the one you replied to. To opt back in, reply START. For help, reply HELP or contact support@truckhero.ai.

Mobile telephone numbers and SMS opt-in consent are used only to operate these messaging programs and are not sold, rented, or shared with third parties, or with affiliates for their own marketing purposes. Your participation in these messaging programs is also governed by the Privacy Policy.

This Section governs Truck Hero messages sent to Customer, prospects, and authorized business users. It is separate from Repair Explainer messages sent on Customer’s behalf to vehicle owners, fleet contacts, claimants, drivers, or other repair recipients, which are governed by Section 15 and applicable Repair Explainer messaging terms.

30. Voice and Telephone Communications

Truck Hero may place and receive telephone calls in connection with the Services, including account, onboarding, support, appointment, and service calls. Some calls may be handled in whole or in part by an automated or artificial-intelligence system. Where required by law, Truck Hero will disclose that an automated system is being used.

By providing a telephone number, Customer consents to receive such calls at that number and consents to the recording, transcription, and storage of those calls for quality, training, support, security, and record-keeping purposes, except where prohibited by law. In jurisdictions requiring all-party consent to recording, Truck Hero will provide notice at the start of the call, and continuing on the call constitutes consent.

Consent to receive calls is not a condition of purchasing the Services. Customer may request not to receive non-essential or marketing calls by contacting Truck Hero at support@truckhero.ai. Any marketing or telemarketing calls are conducted in accordance with applicable law, including the Telephone Consumer Protection Act and applicable do-not-call requirements. Customer is responsible for ensuring it has authority to provide any telephone number it submits.

31. Beta and Early-Access Features

Truck Hero may make beta, preview, early-access, or experimental features available, including features offered to select customers or behind feature flags. Such features are optional and provided "AS IS," may be incomplete, may change, and may be limited, suspended, or discontinued at any time without notice. Beta features may receive limited or no support and carry no availability, performance, accuracy, or fitness commitment. Truck Hero may collect additional usage data from beta features to evaluate and improve them.

Repair Explainer timelines, tracker milestones, customer-status notifications, and related customer-facing communication features may be designated as beta, preview, or early-access features when applicable.

End of Agreement.