TERMS OF USE
These Terms of Use (the "Terms") govern access to and use of the websites, applications, portals, customer experiences, dealer and partner tools, demonstration environments, content, products, and services made available by Repairshare, Inc. under the Cuvrd brand (collectively, the "Cuvrd Services"). In these Terms, "Cuvrd," "we," "us," and "our" refer to Repairshare, Inc.. "You" means the individual or entity accessing or using the Cuvrd Services.
ACCEPTANCE OF TERMS: By accessing or using the Cuvrd Services, or by clicking, checking a box, or otherwise affirmatively indicating acceptance where that option is presented, you agree to these Terms and our Privacy Policy. If you use the Cuvrd Services on behalf of a company, dealership, dealer group, financing company, administrator, partner, or other entity, you represent that you have authority to bind that entity to these Terms. If you do not agree, do not use the Cuvrd Services.
WHO MAY USE THE CUVRD SERVICES: Public informational content, including articles and guides, may be viewed by visitors of any age. Transactional services, including purchasing or financing Vehicle Protection Products, submitting an auto-refinance application, creating a transactional customer account, or using Cuvrd Drive or another business-facing account, are intended for persons who are at least 18 years old. By using a transactional service, you represent that you are at least 18 years old and legally capable of entering into the applicable transaction.
ADDITIONAL AGREEMENTS AND ORDER OF PRECEDENCE: Certain products, transactions, business relationships, or features may be governed by additional agreements, disclosures, product contracts, financing agreements, dealer agreements, partner agreements, or state-specific terms. If these Terms conflict with a separately signed agreement between Cuvrd and a dealership, dealer group, partner, provider, or other business, the separate agreement controls to the extent of the conflict. If these Terms conflict with an issued Vehicle Protection Product contract or a financing or loan agreement on a product- or financing-specific matter, the applicable product or financing agreement controls for that matter. State-specific disclosures or terms control over these general Terms to the extent required by law or expressly stated.
CHANGES TO THESE TERMS: We may update these Terms from time to time. When we do, we will revise the "Updated" date shown above. For material changes, we may provide additional notice by email, through the Cuvrd Services, or by another reasonable method. Changes will apply prospectively as required by applicable law. Material changes to arbitration or other significant rights will be handled in a manner consistent with applicable law and any notice or consent requirements that apply.
CUVRD ACCOUNTS AND USE OF THE SERVICES
ACCURATE INFORMATION: You agree to provide complete, current, and accurate information when creating an account, requesting or reviewing offers, purchasing a product, submitting an application, or otherwise using the Cuvrd Services. This includes, where applicable, contact information, vehicle information, VIN, mileage, financing information, income information, and other transaction information. You agree to promptly correct information you learn is inaccurate. Deliberately false, altered, misleading, or fraudulent information may result in suspension or termination of access, cancellation of a transaction where permitted, referral to the applicable provider or administrator, or other appropriate action.
ACCOUNT SECURITY: You are responsible for maintaining the confidentiality and security of your credentials and authentication methods, including any two-factor authentication access. You may not share an account in a manner that circumvents authorized-user controls or permits unauthorized access. You agree to notify us promptly if you suspect that your account or credentials have been compromised. We may temporarily restrict or suspend access without advance notice when we reasonably believe immediate action is necessary to address suspected fraud, unauthorized access, account compromise, a security incident, misuse of data, or a legal requirement.
ELECTRONIC ACCEPTANCE AND RECORDS: When you check a box, click a button, or otherwise affirmatively indicate agreement to terms, disclosures, transaction conditions, or other electronic records, that action constitutes your electronic acceptance and, where applicable, your electronic signature. We may retain records evidencing that acceptance, including the version or content presented, checkbox selections, timestamps, IP address, transaction or account identifiers, and related records.
ELECTRONIC COMMUNICATIONS: You consent to receive agreements, disclosures, notices, transaction information, security messages, account notices, payment-related notices, and other service-related communications electronically, including through the Cuvrd Services, email, and, where permitted, SMS. Electronic communications satisfy any legal requirement that a communication be in writing to the extent permitted by law. Consent to receive necessary service-related communications is separate from consent to receive marketing communications.
SMS AND MARKETING COMMUNICATIONS: Where you separately opt in to marketing SMS messages, message frequency may vary and message and data rates may apply. Consent to receive marketing messages is not a condition of purchase. You may opt out of applicable SMS marketing by replying STOP, and you may request help by replying HELP. We or our communications providers may continue to send non-marketing messages where permitted or necessary, including authentication or security messages. Email marketing communications may include an unsubscribe mechanism. Additional information is available in our Privacy Policy.
ACCESS, MAINTENANCE, AND CHANGES TO THE SERVICES: We may add, modify, remove, suspend, test, or discontinue features or portions of the Cuvrd Services from time to time. We may perform maintenance, upgrades, testing, or other technical work that temporarily affects availability. We do not guarantee that every feature will always be available or that the Cuvrd Services will operate without interruption. Changes to the Cuvrd platform do not alter an existing Vehicle Protection Product contract, loan, financing agreement, or other third-party contract.
BETA, PILOT, AND EXPERIMENTAL FEATURES: We may make beta, preview, pilot, test, or experimental functionality available from time to time. Such features may be incomplete, may change without notice, may be discontinued, and are not guaranteed to become permanent features.
COMPATIBILITY AND USAGE LIMITS: You are responsible for obtaining compatible devices, software, internet access, and communications services needed to use the Cuvrd Services. We do not guarantee compatibility with every device, browser, operating system, carrier, or third-party integration. We may establish reasonable technical and usage limits, including API, rate, storage, export, or other limits, to protect the Cuvrd Services and other users.
VEHICLE PROTECTION PRODUCTS
CUVRD'S ROLE: Cuvrd is a technology platform and transaction facilitator. Unless expressly stated in the applicable transaction documents, Cuvrd is not the seller, obligor, administrator, insurer, warrantor, or claims adjudicator of a vehicle service contract or other vehicle protection product (collectively, "Vehicle Protection Products"). The applicable seller, administrator, obligor, provider, or other responsible party will be identified in the relevant transaction or product documents.
PRODUCT CONTRACT CONTROLS: The actual Vehicle Protection Product contract governs coverage, exclusions, limitations, claims, eligibility, cancellation rights, refund calculations, and the responsibilities of the applicable seller, administrator, obligor, or provider. Cuvrd does not make coverage or claims decisions. Claims decisions are made by the party identified in the applicable product contract.
PRODUCT ELIGIBILITY, AVAILABILITY, AND PRICING: Cuvrd may submit customer and vehicle information to one or more product administrators or providers to obtain available products, eligibility, pricing, or coverage options. Those administrators or providers determine the products they make available under their rules. Offers, pricing, coverage options, and product availability may depend on vehicle age, mileage, condition, geography, administrator or provider rules, timing, and information supplied during the transaction. A displayed offer does not guarantee that a product will remain available until the transaction is completed and the applicable product is issued or otherwise confirmed.
Prices shown through Cuvrd may include fees, commissions, markups, or other compensation payable to Cuvrd, a seller, dealership, or another party involved in the transaction, where permitted by law. Displayed prices may also include or be subject to applicable taxes, fees, surcharges, financing costs, or other charges disclosed in the transaction flow. The final transaction disclosures control.
VEHICLE INFORMATION AND VERIFICATION: You are responsible for providing accurate vehicle information, including VIN, mileage, and any requested vehicle-verification materials. Cuvrd may request photographs of an odometer or instrument panel to verify mileage or vehicle/dashboard status. You may not alter, falsify, manipulate, or misrepresent such materials. Inaccurate or misleading vehicle information may affect product eligibility, pricing, issuance, coverage, or cancellation rights under the applicable product contract.
CANCELLATIONS AND REFUNDS: Where the Cuvrd Services permit you to request cancellation of a Vehicle Protection Product, Cuvrd may facilitate the request. The applicable product contract governs cancellation requirements, effective date, fees, mileage calculations, refund eligibility, refund amount, refund timing, lienholder involvement, and other conditions. Refunds are generally handled by the applicable seller and/or administrator. Cuvrd does not independently determine or guarantee refund eligibility, amount, timing, or method.
CUVRD-MANAGED PAYMENT PLANS: For Vehicle Protection Products for which Cuvrd manages installment payments, you authorize Cuvrd and its payment processor to charge your selected payment method according to the payment schedule and disclosures you accept at checkout. We may make reasonable retry attempts after a failed or declined payment and may assess disclosed fees where permitted by law. Continued nonpayment may result in cancellation in accordance with the applicable payment-plan and product terms, and Cuvrd may notify the applicable administrator or provider and request or initiate cancellation as permitted by those terms. A single declined payment does not, by itself, necessarily mean that coverage has been canceled.
For payment plans financed or administered by a third-party financing or payment-plan company, that company's agreement governs the payment schedule, fees, defaults, cancellation consequences, and other financing terms. Cuvrd is not responsible for administering payments handled entirely by that third party.
PAYMENT DISPUTES: If you have a question about a Cuvrd-managed payment, we encourage you to contact us first so we can attempt to resolve it. Nothing in these Terms limits any non-waivable right you may have to dispute a charge with your card issuer or financial institution. A chargeback or payment dispute does not, by itself, cancel an underlying Vehicle Protection Product or other contractual obligation.
AUTO REFINANCING
CUVRD IS NOT THE LENDER: Cuvrd facilitates the collection and transmission of refinance application information to the specific financing company identified to you. Cuvrd is not the lender, does not make or control underwriting or credit decisions, and is not a consumer reporting agency. Approval, denial, lender selection, APR, loan amount, term, monthly payment, adverse-action notices, and final financing terms are determined and communicated by the applicable financing company and/or lender.
SUBMISSION TO THE IDENTIFIED FINANCING COMPANY: By submitting a refinance application through Cuvrd, you authorize Cuvrd to transmit the application information to the specific financing company identified to you for processing and follow-up. Cuvrd does not, as part of this workflow, distribute your application to multiple financing companies. The identified financing company may work with its own lender network under its own terms and disclosures.
After you submit a refinance application, the identified financing company may receive access through Cuvrd to relevant customer, vehicle, dealership, application, deal, service, and related activity information for legitimate purposes connected with processing and following up on the refinance opportunity and related Cuvrd services, including facilitating a Vehicle Protection Product transaction where applicable.
CREDIT REPORTS AND SENSITIVE FINANCIAL INFORMATION: Cuvrd does not obtain or store your credit report or credit score. If a credit report is required, the identified financing company and/or its lenders may obtain it pursuant to the separate authorization presented to you during the refinance application process. Cuvrd does not collect or store Social Security numbers or bank-account information as part of the refinance application. If such information is later required by a financing company or lender, you may be asked to provide it directly through that third party's process.
NO GUARANTEE OF REFINANCE RESULTS OR SAVINGS: Cuvrd does not guarantee that you will qualify for refinancing, obtain a particular rate or term, lower your monthly payment, reduce your APR, reduce total interest, or lower your overall cost of borrowing. A lower monthly payment may result from a longer loan term and may not reduce the total amount paid over the life of the loan.
DEMONSTRATION AND TEST ENVIRONMENTS
DEMO SITES ARE SIMULATIONS ONLY: Cuvrd may provide demonstration, test, preview, sandbox, or training environments ("Demo Environments") to show dealerships, dealer groups, providers, and other partners how a customer journey or product experience may look and operate. Demo Environments may use the name, trademarks, logos, colors, imagery, pricing examples, product information, or other branding of a dealership, dealer group, provider, or other business so that the demonstration resembles a potential live implementation.
NO COVERAGE IS PURCHASED THROUGH A DEMO ENVIRONMENT. A Demo Environment is not an offer to sell, application for, purchase of, issuance of, or agreement for a Vehicle Protection Product, financing product, insurance policy, loan, or other product or service. Completing a simulated checkout process, entering contact, vehicle, or payment-card information, selecting coverage, clicking a purchase or payment button, receiving an on-screen confirmation, or otherwise completing a demonstration does not create a Vehicle Service Contract or other Vehicle Protection Product and does not create coverage, claims rights, cancellation rights, or other contractual benefits.
Demo Environments may permit entry of payment-card information for purposes such as demonstrating or validating the checkout experience. Entering payment-card information in a Demo Environment does not authorize a charge, and Cuvrd will not charge the card as part of the simulated transaction. Demo Environments contain notices identifying them as demonstrations or tests, including language substantially similar to: "This website is for testing/demo purposes only. You are not purchasing coverage for your vehicle and your credit card will not be charged."
Dealer, provider, or partner branding displayed in a Demo Environment is for demonstration purposes and does not mean that the identified business is actually offering, selling, issuing, administering, financing, or endorsing the simulated product or transaction. You are responsible for reviewing demo notices presented in the experience and should not rely on a simulated price, payment, contract, receipt, confirmation, or coverage selection as evidence of an actual purchase. An actual Vehicle Protection Product exists only when a live transaction has been completed and the applicable product contract has been issued or otherwise confirmed by the responsible party.
CUVRD DRIVE AND BUSINESS USERS
AUTHORIZED BUSINESS USE ONLY: Cuvrd Drive and other business-facing features may be used only for legitimate, authorized business purposes within the user's permitted dealership, dealer-group, financing, provider, or partner relationship. Users may not access customer or business information out of curiosity or for personal, unrelated, competitive, or unauthorized purposes.
Business users may not use Cuvrd Drive to search for, access, use, copy, disclose, export, compile, or market to customers outside their authorized scope. Technical visibility does not create authorization. If a software bug, permission error, configuration issue, or other circumstance makes information visible that a user is not authorized to access, the user must stop accessing or using that information, must not copy or disclose it, and should notify Cuvrd promptly.
BUSINESS ACCOUNT MANAGEMENT: Dealerships, dealer groups, and other business organizations are responsible for managing their authorized users and permissions, including granting appropriate access and promptly removing or changing access when an employee, contractor, or other user changes roles or no longer requires access. Individual users are responsible for complying with these Terms and protecting their own credentials and authentication methods.
CONFIDENTIALITY: Business users must protect customer personal information and other nonpublic information accessed through Cuvrd, including dealer or group information, reports, pricing, platform information, and other confidential business information. Such information may be used only for authorized business purposes and may not be disclosed except as permitted by the applicable relationship, these Terms, a separate agreement, or law. Separate confidentiality obligations may also apply under dealer, partner, provider, or other agreements.
DEALER AND PARTNER DATA RIGHTS: A dealership, dealer group, referral partner, or other business that supplies customer, vehicle, appointment, sales, financing, or other information to Cuvrd represents and warrants that it has the legal right and authority, including any permissions or consents required by applicable law, to provide that information to Cuvrd and to authorize Cuvrd to process it for the applicable Cuvrd program and services.
RELIANCE ON SOURCE DATA: Cuvrd may reasonably rely on information supplied by customers, dealerships, dealer-management systems, referral partners, product providers, financing companies, and other authorized sources without independently verifying every field. Cuvrd is not responsible for inaccuracies originating from those sources, although this does not excuse errors introduced by Cuvrd itself. Cuvrd may match, combine, deduplicate, reconcile, correct, suppress, or restrict records from authorized sources when reasonably necessary to operate the services, address duplicates or inaccuracies, protect privacy or security, investigate fraud, or comply with law.
RECORD MATCHING: Cuvrd may associate records using identifiers such as VIN, email address, mobile number, dealer or customer identifiers, or similar information in order to connect authorized records, authenticate customers, present appropriate offers or account information, and operate the Cuvrd Services. Personal information is handled as described in our Privacy Policy.
MONITORING AND AUDIT: Cuvrd may maintain access and activity logs and may reasonably monitor or audit use of Cuvrd Drive and other business-facing features for security, troubleshooting, compliance, fraud prevention, privacy protection, and enforcement of access restrictions. Cuvrd may suspend or terminate access for misuse or suspected misuse.
BUSINESS DECISION SUPPORT: Reports, recommendations, opportunity indicators, alerts, scores, estimates, and other outputs provided through Cuvrd Drive are tools intended to assist business users. They do not replace the user's independent professional judgment or the dealership's, dealer group's, financing company's, provider's, or partner's own legal, regulatory, contractual, or compliance responsibilities.
BRANDING: Subject to any separate agreement, dealerships and business partners grant Cuvrd a limited right to use their names, logos, trademarks, colors, and other branding as reasonably necessary to operate and present their authorized Cuvrd program and customer experiences. Cuvrd may permit an authorized dealership or partner to use Cuvrd-provided names, logos, links, QR codes, and marketing materials solely in connection with its authorized Cuvrd program. Such materials may not be altered or used in a misleading manner or in a way that implies a relationship beyond the one actually authorized. When the applicable relationship ends or access is terminated, new use of Cuvrd branding, links, QR codes, and marketing materials must stop, subject to legitimate record-retention requirements.
CONTENT, EDITORIAL MATERIALS, AND INTELLECTUAL PROPERTY
CUVRD CONTENT: The Cuvrd Services, including software, code, interfaces, designs, APIs, documentation, logos, trademarks, text, graphics, articles, and other Cuvrd-created materials, are owned by Cuvrd or its licensors and are protected by applicable intellectual-property laws. Subject to these Terms, Cuvrd grants you a limited, revocable, nonexclusive, nontransferable right to access and use the Cuvrd Services for their intended purpose.
Public articles and informational content may be used for ordinary personal, noncommercial purposes. You may share links to public Cuvrd content and may quote reasonable excerpts for commentary, criticism, news reporting, or similar purposes where permitted by law, with attribution to Cuvrd and a link to the original content when practical. You may not systematically copy, scrape, republish, commercially exploit, or create unauthorized derivative reproductions of substantial Cuvrd content.
PSEUDONYMS AND EDITORIAL ATTRIBUTION: Articles, commentary, editorial content, and other materials may be published under pseudonyms, pen names, staff bylines, or other editorially selected attribution. A byline does not necessarily identify the legal name of the individual who prepared the content. Such use of editorial attribution does not affect Cuvrd's ownership or rights in the content where Cuvrd otherwise owns those rights.
EDITORIAL CONTENT AND OPINIONS: Articles, guides, reviews, recommendations, commentary, and other editorial materials are provided for general informational or editorial purposes. They may contain opinions and may discuss or recommend vehicles, products, companies, or services. Such content is not a guarantee, does not constitute individualized legal, tax, investment, or financial advice, and does not imply endorsement by any company mentioned. Editorial content does not necessarily represent the views of any dealership, Vehicle Protection Product administrator, lender, financing company, provider, or other Cuvrd partner.
Editorial materials may become outdated as laws, products, prices, vehicle information, or industry practices change. Cuvrd may correct, revise, update, or remove content at any time. Cuvrd may publish sponsored, paid, affiliate, or otherwise compensated content or accept advertising, sponsorships, or paid placements. Material commercial relationships will be disclosed where required by law. A commercial relationship does not, by itself, constitute a Cuvrd warranty, guarantee, or endorsement of the advertiser, product, or service.
USER-SUBMITTED MATERIALS: You retain whatever rights you have in information, photos, documents, and other materials you submit. You grant Cuvrd a limited, nonexclusive license to host, process, reproduce, transmit, display, and otherwise use such materials only as reasonably necessary to operate the Cuvrd Services, process or support transactions, provide customer support, comply with law, and fulfill the purposes described in these Terms and the Privacy Policy. This license does not give Cuvrd an unrestricted right to commercially exploit your submitted materials for unrelated purposes.
FEEDBACK: If you voluntarily submit feedback, suggestions, feature requests, or ideas about the Cuvrd Services, you grant Cuvrd the right to use that feedback to improve, develop, and operate its products and services without compensation or an obligation to implement the suggestion. This provision does not apply to customer data, transaction information, or vehicle-verification materials submitted as part of using the Cuvrd Services.
COPYRIGHT COMPLAINTS: If you believe content made available through a Cuvrd property infringes your copyright, please submit a notice through our Contact Us form with sufficient information to identify the copyrighted work, the allegedly infringing material, your contact information, a statement of good-faith belief, and any other information required by applicable law. We may request additional information before acting on a notice.
LINKS TO CUVRD: You may create ordinary links to publicly available Cuvrd pages, provided you do not frame the Cuvrd Services, use Cuvrd trademarks or logos in a misleading manner, or falsely suggest sponsorship, endorsement, affiliation, or approval. We may withdraw linking or branding permission where reasonably necessary.
PROHIBITED USES
You may not use the Cuvrd Services to violate law, infringe the rights of others, commit or facilitate fraud, impersonate another person, submit false or manipulated data, access accounts or data without authorization, share credentials in circumvention of access controls, introduce malware or harmful code, interfere with the operation or security of the services, bypass security or technical restrictions, scrape or data-mine the services without authorization, reverse engineer or attempt to derive source code except where such restriction is prohibited by law, conduct unauthorized automated activity, or use customer or business information for unauthorized purposes. Authorized API access and other automation expressly approved by Cuvrd are permitted subject to the applicable agreement and technical limits.
We may investigate suspected violations and may remove, correct, suppress, restrict, suspend, or terminate content, data, transactions, or access where we reasonably believe action is necessary to address fraud, security, privacy, unlawful activity, misuse, inaccurate or improperly obtained information, or a violation of these Terms. Suspension or termination of access to Cuvrd does not, by itself, terminate an existing Vehicle Protection Product, loan, financing agreement, or other third-party contractual obligation.
ESTIMATES, OFFERS, AND THIRD-PARTY SERVICES
ESTIMATES AND CALCULATORS: Quotes, estimates, projected savings, payment calculations, payoff calculations, product pricing, eligibility indicators, and other calculations shown through Cuvrd may be based on information from you or third parties and on assumptions that may change. They are informational estimates and are not guarantees of final pricing, actual savings, vehicle value, product availability, approval, financing terms, or transaction results. Final terms are determined by the applicable seller, administrator, provider, financing company, lender, or other responsible party and the applicable transaction documents.
GENERAL INFORMATION ONLY: General information provided by Cuvrd concerning Vehicle Protection Products, refinancing, vehicle ownership costs, savings, or financial matters is informational and is not individualized legal, tax, investment, or financial advice. You are responsible for evaluating whether a particular product or transaction is appropriate for your circumstances.
THIRD-PARTY PROVIDERS: The Cuvrd Services may involve or link to third-party dealerships, sellers, administrators, obligors, providers, financing companies, lenders, payment processors, scheduling services, communications services, analytics providers, or other third parties. Their own agreements, disclosures, and privacy practices may apply. Cuvrd is not responsible for the independent acts, decisions, products, services, availability, or policies of third parties, although Cuvrd remains responsible for its own obligations under these Terms.
Dealership branding or association displayed in a Cuvrd experience does not necessarily mean that the dealership is the seller, administrator, obligor, lender, or provider of a particular product. The transaction documents identify the responsible parties for the specific product or service.
DATA, ANALYTICS, AND SERVICE PROVIDERS
Underlying customer, dealer, partner, or provider data remains subject to whatever rights the applicable party has in that data. Cuvrd does not claim ownership of customer personal information merely because it is processed through the platform. Cuvrd retains ownership of its software, platform, APIs, data structures, designs, reports, analytics, and other Cuvrd-created materials, subject to any separate agreement.
Cuvrd may create and use aggregated or de-identified information derived from use of the Cuvrd Services for analytics, benchmarking, reporting, product improvement, and other legitimate business purposes, provided the information does not reasonably identify an individual. Cuvrd may provide dealerships or dealer groups with aggregated or de-identified comparative or benchmarking information, such as platform averages or performance comparisons, without identifying other dealers or their individual customers.
Cuvrd may use third-party service providers and subcontractors to operate the Cuvrd Services, including providers of hosting, storage, communications, payment processing, analytics, security, scheduling, and integrations. Personal information is handled as described in the Privacy Policy.
DISCLAIMERS AND LIMITATION OF LIABILITY
AS-IS AND AS-AVAILABLE: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CUVRD SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CUVRD DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND OTHER IMPLIED WARRANTIES TO THE EXTENT PERMITTED BY LAW. CUVRD DOES NOT WARRANT THAT THE CUVRD SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR AVAILABLE AT ALL TIMES, OR THAT ALL INFORMATION DISPLAYED THROUGH THE CUVRD SERVICES WILL ALWAYS BE COMPLETE, CURRENT, OR ERROR-FREE.
These disclaimers apply to the Cuvrd platform and Cuvrd-provided information. They do not eliminate warranties, coverage, or obligations expressly provided in an issued Vehicle Protection Product contract, loan agreement, financing agreement, or other separate agreement, and they do not limit rights that cannot be waived under applicable law.
LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUVRD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE CUVRD SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUVRD'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE CUVRD SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE AMOUNT YOU PAID DIRECTLY TO CUVRD FOR USE OF THE APPLICABLE CUVRD SERVICE DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. AMOUNTS CUVRD MERELY PROCESSES OR FACILITATES ON BEHALF OF A SELLER, ADMINISTRATOR, PROVIDER, FINANCING COMPANY, OR OTHER THIRD PARTY ARE NOT NECESSARILY AMOUNTS PAID TO CUVRD FOR PURPOSES OF THIS CAP.
Some jurisdictions do not permit certain warranty disclaimers or limitations of liability. In those jurisdictions, the foregoing provisions apply only to the maximum extent permitted by law.
FORCE MAJEURE: Cuvrd will not be liable for delay or failure to perform caused by circumstances reasonably beyond its control, including major internet, cloud, telecommunications, power, or infrastructure failures; natural disasters; government actions; labor disruptions; cyberattacks; or failures of critical third-party systems. This provision does not excuse obligations that applicable law does not permit to be excused or payment obligations already due.
INDEMNIFICATION
BUSINESS USERS: To the maximum extent permitted by law, a dealership, dealer group, financing company, referral partner, provider, or other business user will defend, indemnify, and hold harmless Cuvrd and its officers, directors, employees, agents, and affiliates from third-party claims, losses, liabilities, damages, judgments, penalties, costs, and reasonable attorneys' fees arising out of or relating to that business user's or its authorized users' violation of these Terms, unlawful or unauthorized use of the Cuvrd Services, misuse or unauthorized disclosure of customer or business data, infringement of third-party rights, fraud or material misrepresentation, or provision of data without required authority or consent. This indemnity does not apply to the extent a claim is caused by Cuvrd's own wrongful conduct.
CONSUMERS: To the extent permitted by law, an individual consumer will be responsible for third-party claims arising from the consumer's intentional fraud, unlawful misuse of the Cuvrd Services, infringement of third-party rights, or knowing violation of these Terms. This consumer provision does not require a consumer to indemnify Cuvrd for Cuvrd's own conduct and does not limit non-waivable consumer rights.
DISPUTE RESOLUTION, ARBITRATION, AND CLASS-ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. EXCEPT FOR THE LIMITED EXCEPTIONS DESCRIBED BELOW, YOU AND CUVRD AGREE TO RESOLVE DISPUTES THROUGH INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT, AND YOU AND CUVRD WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
INFORMAL DISPUTE RESOLUTION: Before filing an arbitration demand, the complaining party must provide the other party with written notice describing the dispute, the relevant facts, and the requested relief, and the parties must make a good-faith effort to resolve the dispute informally for at least thirty (30) days. Notices to Cuvrd may be submitted through our Contact Us form. This informal-resolution requirement does not prevent a party from seeking urgent injunctive relief where legally appropriate or from bringing an eligible matter in small claims court.
BINDING ARBITRATION: If the dispute is not resolved during the informal period, either party may initiate binding arbitration administered by the American Arbitration Association ("AAA"). Consumer disputes will be administered under the applicable AAA Consumer Arbitration Rules, and disputes involving business users will be administered under the applicable AAA commercial rules, except to the extent these Terms lawfully provide otherwise. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.
SMALL CLAIMS AND INJUNCTIVE RELIEF: Either party may bring an eligible individual claim in small claims court. Cuvrd may also seek temporary, preliminary, or permanent injunctive or equitable relief in court where reasonably necessary to protect intellectual property, confidential information, customer data, platform security, or to stop unauthorized access or misuse. Nothing in this section prevents a party from seeking relief that applicable law requires to remain available in court.
INDIVIDUAL PROCEEDINGS ONLY: To the fullest extent permitted by law, arbitration and litigation permitted under this section must proceed on an individual basis only. Neither you nor Cuvrd may bring or participate in a class, collective, consolidated, or representative action against the other, and the arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party's individual claim, except where applicable law requires otherwise.
30-DAY ARBITRATION OPT-OUT: You may opt out of this arbitration agreement by sending Cuvrd a written opt-out notice through our Contact Us form within thirty (30) days after the date you first become bound by these Terms. The notice must clearly state that you are opting out of arbitration and must include information reasonably sufficient for us to identify you. Opting out of arbitration does not opt you out of the remainder of these Terms. If you timely opt out, disputes that would otherwise be arbitrated may be brought in a court of competent jurisdiction subject to the governing-law and venue provisions below.
SEVERABILITY OF ARBITRATION TERMS: If a portion of this arbitration agreement or class-action waiver is found unenforceable as to a particular claim or request for relief, that portion will be severed to the minimum extent necessary and the remainder will remain in effect to the fullest extent permitted by law. If applicable law requires a particular claim or form of relief to proceed in court, that claim or relief may proceed in court while arbitrable claims remain subject to arbitration where permitted.
GENERAL LEGAL TERMS
GOVERNING LAW AND VENUE: These Terms and any dispute not subject to arbitration are governed by the laws of the State of Illinois, without regard to conflict-of-law principles, except where federal law applies or applicable consumer law requires otherwise. Subject to the arbitration provisions above, any court proceeding must be brought in a state or federal court located in Illinois, and the parties consent to personal jurisdiction and venue there, except where applicable law requires another forum.
UNITED STATES USE AND STATE AVAILABILITY: The Cuvrd Services are intended for use in the United States. We do not represent that the services, products, financing opportunities, or content are appropriate or available outside the United States. Products, payment arrangements, refinance opportunities, features, and terms may vary by state and may be subject to state-specific eligibility requirements, disclosures, or restrictions.
NO AGENCY OR PARTNERSHIP: Use of the Cuvrd Services does not by itself create a partnership, joint venture, employment, franchise, fiduciary, or agency relationship between you and Cuvrd or between Cuvrd and a dealership, lender, administrator, provider, or other third party. A separate written agreement may establish specific rights or authority notwithstanding this provision.
ASSIGNMENT: You may not assign or transfer these Terms or your rights or obligations under them without Cuvrd's prior written consent. Cuvrd may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, or similar transaction, or to an affiliate or successor that assumes the applicable obligations.
SEVERABILITY; WAIVER: Except as specifically provided in the arbitration section, if any provision of these Terms is found invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. A failure or delay by Cuvrd to enforce a provision is not a waiver of the right to enforce it later.
ENTIRE AGREEMENT: These Terms, the Privacy Policy, and other terms or policies expressly incorporated by reference constitute the agreement governing your use of the Cuvrd Services, subject to the order-of-precedence rules stated above. Separately negotiated agreements, product contracts, financing agreements, and state-specific terms remain effective according to their terms.
NO THIRD-PARTY BENEFICIARIES: Except where these Terms expressly provide otherwise, they do not create enforceable rights in favor of any third party.
SURVIVAL: Provisions that by their nature should survive termination or expiration will survive, including provisions concerning payment obligations, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and rights concerning aggregated or de-identified information.
INTERPRETATION: Headings are for convenience only and do not affect interpretation. The words "include," "includes," and "including" mean "including without limitation" unless the context clearly requires otherwise.
CONTACT AND LEGAL NOTICES: Questions, support requests, copyright notices, privacy requests, and notices required under the informal dispute-resolution and arbitration provisions may be submitted through our Contact Us form, unless a specific transaction, separate agreement, or applicable law requires another method.