Terms of Service

1. Agreement to Terms

By accessing or using the (idle)™ website, mobile applications, APIs, or any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Services. These Terms constitute a legally binding agreement between you and (idle)™ ("we," "us," or "our").

2. Description of Service

(idle)™ provides an informational platform for auto repair research, including estimated labor rates, repair procedures, symptom lookups, parts guidance, and shop coverage data. The Services are designed to assist vehicle owners, fleet managers, repair shops, and advertisers in discovering and comparing repair-related information.

Important: All repair information, cost estimates, labor rates, and diagnostic guidance provided through the Services are for informational purposes only. They are not a substitute for professional diagnosis, repair, or maintenance by a licensed, qualified mechanic or automotive technician. You assume full responsibility for any repair, maintenance, or purchasing decisions you make based on information obtained through the Services.

3. Memberships, Subscriptions & Billing

We offer free and paid membership tiers that provide access to additional features, vehicle slots, reports, and fleet management tools. By subscribing to a paid plan, you authorize us to charge the applicable subscription fees to your selected payment method on a recurring basis until you cancel.

• Subscription fees are billed in advance and are non-refundable except where required by law.
• You may upgrade, downgrade, or cancel your subscription at any time through your account settings. Downgrades may take effect at the end of the current billing cycle.
• We reserve the right to change pricing, features, or plan limits upon reasonable notice. Material changes will be communicated via email or a prominent notice on the Services.
• Fleet and advertiser packages are governed by the specific terms presented at checkout or in a separate service agreement.

4. Advertisers & Third-Party Services

The Services may display advertisements, sponsored listings, or integrations with third-party shops, parts suppliers, and service providers (collectively, "Advertisers"). We do not endorse, guarantee, or assume responsibility for the products, services, pricing, workmanship, or business practices of any Advertiser or third party.

Transactions, communications, or disputes that arise between you and any Advertiser or third party are solely between you and that party. (idle)™ is not a party to such transactions and disclaims all liability arising from them.

5. User Accounts & Conduct

You may need to create an account to access certain features. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate, current, and complete information and to update it as necessary.

You agree not to:

• Use the Services for any unlawful, fraudulent, or abusive purpose.
• Attempt to gain unauthorized access to our systems, networks, or other users' accounts.
• Scrape, crawl, copy, or extract data from the Services without our express written permission.
• Interfere with or disrupt the integrity or performance of the Services.
• Upload or transmit viruses, malware, or other harmful code.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.

We reserve the right to suspend or terminate your account and access to the Services at our sole discretion, without notice, for conduct that violates these Terms or is otherwise harmful to us, our users, or third parties.

6. Intellectual Property

All content, materials, software, designs, logos, trademarks, trade dress, and other intellectual property on or associated with the Services are owned by (idle)™ or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws. The (idle)™ name, logo, and taglines are trademarks of (idle)™.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for personal or internal business purposes. You may not reproduce, distribute, modify, create derivative works from, publicly display, or exploit any part of the Services without our prior written consent.

7. Disclaimers

THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, AND PRODUCTS AVAILABLE THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not warrant the accuracy, completeness, reliability, or timeliness of any repair information, labor rates, cost estimates, or shop data. Local rates, parts prices, and shop availability change frequently and may differ materially from the information displayed on the Services.

Safety Disclaimer: Vehicle repair and maintenance can be dangerous. Always consult a qualified professional before performing repairs. Follow all manufacturer guidelines, use proper tools and safety equipment, and never attempt a repair you are not qualified to perform safely.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, (idle)™ AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES.

IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100).

THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND (idle)™ AND WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Indemnification

You agree to indemnify, defend, and hold harmless (idle)™ and its officers, directors, employees, agents, affiliates, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right, including intellectual property or privacy rights; or (d) any content or information you submit through the Services.

10. Governing Law & Dispute Resolution

These Terms and any disputes arising out of or relating to them or the Services will be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services will be resolved exclusively through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Denver, Colorado, and will be conducted in English. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

11. Changes to Terms

We may revise these Terms from time to time at our sole discretion. When we make material changes, we will update the "Last updated" date at the top of this page and may notify you via email or a notice on the Services. Your continued use of the Services after the revised Terms become effective constitutes your acceptance of the revised Terms.

12. Severability & Waiver

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.