Terms & Conditions

TERMS, CONDITIONS AND LIMITED WARRANTY OF SALE & SERVICE

ACCEPTANCE AND TERMS: These Terms, Conditions & Limited Warranties of Sale and Service (these “Terms and Conditions”) contain the terms, conditions, and warranties applicable to the purchase and sale of the patented asTech® remote diagnostic device (the “asTech Device”) and delivery of related asTech Services by Repairify, Inc. d/b/a asTech (“asTech”). The Purchase and Service Agreement, by and between asTech and the Customer, into which these Terms and Conditions are incorporated is referred to herein as the “PSA”. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the PSA.

PRICES; PAYMENT TERMS: The prices, discounts, and incentive programs quoted in the PSA are subject to change at any time upon notice from asTech. Customer shall make payments according to the schedule set out in the PSA. Any amount remaining unpaid thirty (30) days after its due date under that schedule shall bear interest at 1.5% per month or the maximum rate allowed by law, whichever is less. asTech may charge Customer a $25.00 service fee, or up to the maximum rate allowed by law, whichever is less, if Customer’s check, bank draft, electronic funds transfer, credit card, or other order for payment is dishonored or returned for insuﬃcient funds or any other reason. In the event of a payment default, Customer will be responsible for all of asTech’s costs of collection, including, but not limited to, court costs, ﬁling fees, and reasonable attorneys’ fees. In addition, asTech reserves the right to terminate or suspend delivery of the asTech Device(s) and/or asTech Services until payment is received. Installation and training are not included in the price unless speciﬁcally described in the PSA. asTech’s prices do not include any sales, use, excise, or other taxes, all of which are the responsibility of Customer or any export crating, freight, or insurance, unless speciﬁcally set out in the PSA.

SPECIFICATIONS, PERFORMANCE: asTech reserves the right to change its products and its speciﬁcations at any time without notice. Speciﬁcations, depictions, and descriptions in any picture, catalogue, brochure, or other literature are subject to change without notice and do not constitute a sample, representation, warranty, or guaranty, and do not become a part of any PSA or of the purchase of the asTech Device(s) and the asTech Services.

LIMITED WARRANTIES: Subject to the terms and conditions set forth in the PSA, including these Terms and Conditions, asTech extends the following limited warranties:

ASTECH DEVICE(S): asTech warrants to the Customer, only when the original purchaser, that the asTech Device, excluding cables, shall be free from substantial defect in material or workmanship under normal use and service for the period of two (2) years after delivery to the Customer location. asTech’s obligation under this warranty is limited solely to the repair or replacement, at asTech’s option, of the asTech Device or any component part thereof. This warranty is not transferable. If Customer selects an asTech monthly subscription agreement, asTech shall provide a universal coverage warranty, guaranteeing that Customer will always have an operating device in new or like-new condition (as determined in asTech’s discretion) for the term of the subscription agreement.

ASTECH SERVICES: asTech warrants that, where asTech Services are completed on a vehicle using the asTech Device, and where Customer’s shop technicians have followed service and repair recommendations provided on the scan report from asTech, the vehicle will be free of Diagnostic Trouble Codes (“DTCs”), with the exceptions of certain manufacturer-dependent codes, which can be converted from “Active” to “History,” but require a pre-determined number of keystrokes and/or miles driven to be cleared. Where it is determined that a DTC reoccurs or re-illuminates a malfunction indicator lamp (MIL) after repairs have been completed and the vehicle is returned to its titled owner, asTech will re-scan the vehicle at no charge and provide a rental vehicle reimbursement on approved claims of up to $25.00 per day for a maximum of three (3) days. In addition, if a vehicle is more than 25 miles from the vehicle repair facility and requires being towed, asTech will provide a towing reimbursement on approved claims of up to $50.00 in total. This warranty is eﬀective for the earlier of three (3) business days or 250 miles driven after delivery of the vehicle to its titled owner, so long as the vehicle is returned to the vehicle repair facility that performed the work within said period or miles, provided that this warranty will be extended for the number of days, as determined in asTech’s reasonable discretion, that a force majeure event (deﬁned below) prevents or interrupts the return of the vehicle to the vehicle repair shop. This warranty is limited to DTCs that were missed in the original scan and does in no way guarantee the parts or labor performed by the vehicle repair facility. This warranty is only for the Customer who initiated the original service request with asTech and the titled owner of the vehicle that was serviced. This warranty only applies if the “Request for Service” (“RFS”) submitted by Customer to asTech is accurate and contains complete information, including providing all required vehicle information. asTech is not responsible for any failed or ineﬀectual asTech Services due to an RFS containing inaccurate or incomplete information. This warranty is not transferable. Other than this warranty, the titled owner of the vehicle that was serviced will not be deemed a third-party beneﬁciary of any other terms and conditions of the PSA.

EXCEPT FOR THE EXPRESS WARRANTIES ASTECH MAKES IN THIS SECTION 4, ASTECH MAKES NO WARRANTY TO THE ASTECH DEVICES OR ASTECH SERVICES. ASTECH EXPLICITLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER STATUTORY, ORAL, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Customer waives any rights under the warranties set forth in this Section 4, and asTech shall have no obligations therefore, if any payment owing to asTech remains unpaid or if Customer’s account with asTech is in arrears. Product or service failures or defects caused by accidental damage, negligence, failure to maintain, unreasonable use, misuse (whether intentional or unintentional), abuse of the asTech Device or the asTech Services by Customer or the end user are excluded from the warranties in this Section 4. Such warranties shall be null and void for any asTech Device (including any component part) or asTech Service, which is modiﬁed or altered in any way by any person not authorized by asTech. asTech is not responsible for, and will not pay for, work performed, or repairs made by any other party unless prior written approval is obtained from asTech.

WARRANTY CLAIM PROCEDURE: To initiate a warranty claim, Customer shall contact asTech Customer Service using the toll-free phone number 1-888-486-1166. Notice of any warranty claim must be received by asTech within the warranty coverage time speciﬁed under Section 4 above or otherwise be barred. Repairs or replacements for qualifying warranty claims will be made within a reasonable time following the Customer’s notice. asTech will ship a pre-printed UPS or other appropriate return label to Customer and Customer agrees to return the non-functioning asTech Device to asTech’s address with original case.

LIMITATION OF LIABILITY: Except as expressly set forth herein, asTech shall not be bound by any representation, promise, or inducement made by its agent or employee. The remedies of Customer set forth in these Terms and Conditions are Customer’s exclusive remedies. THE AGGREGATE LIABILITY OF ASTECH FOR ANY CLAIM OF ANY KIND FOR ANY LOSS OR DAMAGE RESULTING FROM, ARISING OUT OF, OR CONNECTED WITH THESE TERMS AND CONDITIONS OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR, OR USE OF ASTECH DEVICE OR ASTECH SERVICE, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PRICE ALLOCABLE TO THE ASTECH DEVICE (INCLUDING ANY COMPONENT PART) AND/OR ASTECH SERVICE WHICH GAVE RISE TO THE CLAIM. IN NO EVENT SHALL ASTECH BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR COMPENSATORY, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR ANY SIMILAR DAMAGES, WHETHER FORESEEABLE OR NOT, ARISING FROM OR RELATED TO ANY DEFECT OR FAILURE OF THE ASTECH DEVICE AND/OR ASTECH SERVICE, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, REVENUE OR BUSINESS OPPORTUNITY, OR LOSS BY REASON OF SHUTDOWN OF FACILITIES.

SETOFF: Neither Customer nor any of its aﬃliates shall have any right to set oﬀ claims against asTech or any of its aﬃliates for the amounts owed under the PSA or otherwise.

WAIVER OF INSURED CLAIMS AND SUBROGATION: Customer and asTech, for themselves, for all other insured under any applicable insurance policy, and for their insurers under any applicable insurance policy, hereby waive any right of subrogation against each other and against their respective employees, agents, oﬃcers, suppliers, and aﬃliates, to the fullest extent permitted by each such policy.

CUSTOMER’S COVENANTS; INDEMNIFICATION:
Customer covenants to asTech that Customer: (i) will use the asTech Device and the asTech Services only for their intended uses; will not use the asTech Device and the asTech Services for personal, family, or household purposes; will keep the asTech Device in good repair; (ii) will train in the use of the asTech Device and the asTech Services all operators, service technician personnel, other employees, and third parties who deal with the asTech Device and the asTech Services; (iii) will be responsible for completing RFS’s accurately and completely, including all required vehicle information; (iv) will implement and comply with any and all applicable state, federal, national, regional, provincial, municipal, and other laws or regulations; (v) has determined without reliance on asTech that the asTech Device and the asTech Services are suitable components in Customer’s processes and services; (vi) will comply with the terms of the PSA without limiting the foregoing; (vii) has properly represented to asTech in writing the true destination, use, and ownership of the asTech Device and will comply with all applicable requirements and restrictions of United States export laws and regulations; (viii) if ownership of with the asTech Device is transferred, will notify asTech of the name and address of the new owner and will furnish the new owner with all manuals and instructions. Customer shall promptly notify asTech of any failure or ineﬀectual results from the asTech Device or asTech Services; (ix) will provide asTech with access to the asTech Device, including mailing the non-functioning asTech Device back to asTech in accordance with Section 5; and (x) Customer will furnish asTech with all information reasonably requested by asTech that is needed to perform the repair or replacement, at asTech’s option, of the asTech Device or any component part thereof.
Customer understands the asTech Device and asTech Services do not include any Internet communication services, operating supplies, or accessories. Customer is further aware that the asTech Services provided by asTech shall be rendered remotely by and through the Internet and Customer is solely responsible for providing and maintaining its own secure, high-speed (minimum 10 MB/sec) Internet connection for non-mobile enabled asTech Device(s) in order to receive the asTech Services, including vehicle code analytics, delivered by asTech. asTech shall not be responsible for any failures caused by any Internet or Mobile Service Provider outages, Customer’s Internet Service Provider or Customer’s connection thereto.

INDEMNIFICATION: Customer shall defend, indemnify and hold harmless asTech, its officers, agents, affiliates, suppliers and employees for any and all liability arising out of or related to this PSA which was directly or indirectly caused by the negligent or grossly negligent acts or omissions or willful misconduct of CUSTOMER, its employees, agents, contractors, officers, directors, or successors.

SHIPPING: Unless otherwise stated in the PSA or agreed in writing by asTech, the Customer assumes responsibility for the Astech Device FOB Shipping Point. As an accommodation to the Customer, asTech may pre-pay the cost of freight and add such cost to the invoice, but such prepayment shall not aﬀect the risk of loss or damage, which shall remain with Customer.

FORCE MAJEURE: asTech shall not be liable for any loss or delay due to acts of God, any change in or adoption of any law or regulation by a governmental authority, strikes, natural disasters, ﬁres, ﬂoods, earthquakes, severe weather, epidemics, pandemics, quarantine restrictions, war, terrorism, riot, delays in transportation, telecommunication infrastructure or Internet failures, inability to obtain necessary labor or materials from usual sources, or other causes beyond the reasonable control of asTech (collectively, referred to herein as “Force Majeure Events”). In the event of any delays in performance due to a Force Majeure Event, the date of delivery or performance shall be deferred for a period equal to the time lost by the reason of the delay.

CONFIDENTIALITY; OWNERSHIP: Customer and asTech shall each use their commercially reasonable eﬀorts to avoid disclosure to third parties of any of Customer’s and asTech’s proprietary and conﬁdential information associated with, but not limited to, the asTech Device and the asTech Services. Customer shall use the asTech Device and the asTech Services only with Customer’s employees, agents, consultants, and representatives requiring access to the asTech Device and the asTech Services in order to perform vehicle repair services. Customer and asTech shall not be responsible for the use and disclosure of any such conﬁdential and proprietary information if the same is (i) in the public domain at the time it was disclosed; (ii) used or disclosed with the prior approval of the other party; (iii) already in the receiving party’s possession free from conﬁdentiality at the time of disclosure or independently developed by the receiving party without use of the proprietary or conﬁdential information; or (iv) becomes known to the receiving party from a third party without any obligation of conﬁdentiality and without any breach of conﬁdentiality by such third party. Notwithstanding anything to the contrary in the PSA, asTech retains all right, title, and interest in and to the asTech Device and the asTech Services, any modiﬁcations thereto and all materials provided by asTech to Customer. Customer shall not (i) copy, modify, or create any derivative work of, (ii) reverse engineer or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure, or organization), or (iii) remove any patent or copyright notices, identiﬁcation, or any other proprietary notice from any hardware, software, copyrighted content, and any proprietary information related to the asTech Device and the asTech Services.

GENERAL:
The PSA contains the entire and only agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written oﬀers, negotiations, and understandings between Customer and asTech concerning the purchase of the asTech Device and the delivery of the asTech Services as described in the PSA. Any prior course of dealings or usage of the trade are excluded unless they are expressly incorporated in the PSA. In the event that one or more of the provisions of the PSA shall be found by a competent court of law to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not be aﬀected thereby, and the parties agree such provisions shall be reformed by such court of law to make such provisions enforceable to the maximum extent permitted by law.

All notices required or permitted to be given hereunder shall be in writing and shall be either hand-delivered, sent by recognized overnight delivery service, by facsimile, by email, or sent U.S. mail (in each case, delivery of notice shall be veriﬁed by registered or certiﬁed, return receipt requested or signature conﬁrmation).

Section headings are for convenience only and shall not be construed to limit or modify the text in any Section.

Interpretation and enforcement of any PSA and the performance thereof will be governed by and construed according to the laws of the State of Texas, USA, without reference to the rules of any jurisdiction concerning conﬂicts of law and without application of the United Nations Convention on Contracts for the International Sale of Goods. With regard to any and all conﬂicts, controversies, and disputes between the parties arising out of or in relation to the PSA: (i) if Customer is a United States entity or person, including an entity or person of any State, Territory, or Protectorate of the United States, the parties hereto irrevocably submit to the exclusive jurisdiction of the Federal and State courts sitting in Dallas or Collin County, Texas, for ﬁnal adjudication of the matter in controversy, and they waive any claims as to inconvenient forum; CUSTOMER AND ASTECH HEREBY FURTHER WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM, OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING, OR HEARING BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING UNDER, RELATING TO, OR IN ANY WAY CONNECTED WITH THE PSA, THE ASTECH DEVICE OR THE ASTECH SERVICES; and (ii) if Customer is not a United States entity or person, the parties hereto irrevocably submit the matter to ﬁnal and exclusive determination through arbitration in English, in Dallas, Texas, USA, under the auspices and International Rules of the International Centre for Dispute Resolution, under a single arbitrator, who is hereby authorized and instructed to award damages and issue injunctions, as well as to award costs to the party prevailing in such arbitration, and the parties consent to the jurisdiction of any court for the exclusive purpose of enforcement of the arbitral award.

Unless otherwise agreed to in writing by the parties, all documentation, signs, warnings, explanations, information, operating manuals, and training materials shall be provided by asTech only in English; Customer at its cost shall supply, in a timely fashion, translations of all such items into the language(s) of the country where the asTech Device will be installed and operated and shall promptly place warnings and signs on the asTech Device and supply translated documentation to users, operators, and others as reasonably expected or needed for safety, information, and compliance with applicable laws. Customer shall indemnify asTech with respect to any costs, damages, and other losses suﬀered by asTech, including but not limited to reasonable attorneys’ fees, for Customer’s failure of the timely and accurate supply of documentation and interpretation as provided in this Section 14(e).