Terms of Service

AGREEMENT TO TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and GEARMIKE ("Company," "we," "our," or "us"), a product of UPPERWAY LLC, governing your access to and use of the GEARMIKE automotive shop management software platform, including our website at www.gearmike.com and application at app.gearmike.com (collectively, the "Service").

BY CREATING AN ACCOUNT OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE OUR SERVICE.

1. DESCRIPTION OF SERVICE

GEARMIKE is a cloud-based shop management software designed for automotive repair shops, providing:

• Customer and vehicle management
• Work order and estimate creation
• Invoice generation and payment processing
• Appointment scheduling
• Inventory management
• Reporting and analytics
• Third-party integrations (QuickBooks, Stripe, etc.)

2. ACCOUNT REGISTRATION

2.1 Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms. If registering on behalf of a business, you represent that you have authority to bind that business.

2.2 Account Information

You agree to:

• Provide accurate and complete registration information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access

2.3 One Account Per Business

Each subscription is licensed for one business location. Multiple locations require separate subscriptions.

3. SUBSCRIPTION AND PAYMENT

3.1 Free Trial

New accounts receive a 30-day free trial with full access to all features. No credit card is required during the trial period.

3.2 Subscription Plans

After the trial, continued access requires a paid subscription. Current pricing is available at www.gearmike.com/pricing.

3.3 Billing

• Subscriptions are billed monthly or annually in advance
• All fees are in US dollars unless otherwise specified
• Payment is processed through Stripe
• You authorize us to charge your payment method on file

3.4 Price Changes

We may change subscription pricing with 30 days' notice. Price changes apply to the next billing cycle after the notice period.

3.5 Refunds

• Monthly subscriptions: No refunds for partial months
• Annual subscriptions: Pro-rated refund for remaining months if cancelled within first 30 days
• Trial period: No charges, no refund needed

3.6 Failed Payments

If payment fails:

• We will attempt to charge your payment method up to 3 times
• You have a 7-day grace period to update payment information
• After grace period, your account may be suspended

4. USER RESPONSIBILITIES

4.1 Acceptable Use

You agree NOT to:

• Use the Service for any unlawful purpose
• Violate any applicable laws or regulations
• Infringe on intellectual property rights
• Transmit viruses, malware, or harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the Service
• Resell or redistribute the Service without authorization
• Use automated systems to access the Service (scraping, bots)
• Impersonate another person or entity

4.2 Your Data

You are responsible for:

• The accuracy of data you enter into the Service
• Maintaining appropriate backups of your critical data
• Ensuring you have rights to upload any content
• Compliance with laws regarding customer data you collect

4.3 User Accounts for Your Team

If you create accounts for employees or team members:

• You are responsible for their compliance with these Terms
• You must have their consent to create accounts
• You must remove access when employment ends

5. INTELLECTUAL PROPERTY

5.1 Our Property

The Service, including all software, content, designs, logos, and trademarks, is owned by GEARMIKE and protected by intellectual property laws. You receive only a limited license to use the Service as described herein.

5.2 Your Content

You retain ownership of data and content you input into the Service. By using the Service, you grant us a limited license to:

• Store and process your data to provide the Service
• Create backups for data protection
• Aggregate anonymized data for analytics and improvement

5.3 Feedback

Any suggestions, ideas, or feedback you provide may be used by us without obligation to you.

6. DATA AND PRIVACY

6.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, available at www.gearmike.com/privacy.

6.2 Data Security

We implement industry-standard security measures to protect your data. However, no system is completely secure, and we cannot guarantee absolute security.

6.3 Data Ownership

• Your business data remains your property
• Upon account termination, you may request an export of your data
• We may retain certain data as required by law

6.4 Data Processing

If you process personal data of individuals in the European Union, you act as the data controller, and we act as the data processor. Additional terms may apply per our Data Processing Agreement.

7. THIRD-PARTY INTEGRATIONS

7.1 Available Integrations

The Service may integrate with third-party services including:

• Stripe (payment processing)
• QuickBooks (accounting)
• Twilio (SMS notifications)
• MOTOR.com (vehicle data)

7.2 Your Responsibility

When you connect third-party services:

• You are responsible for your accounts with those services
• You must comply with their terms of service
• We are not responsible for their actions or data handling

7.3 Data Sharing

Connecting integrations authorizes us to share relevant data with those services as necessary to provide the integration functionality.

8. SERVICE AVAILABILITY

8.1 Uptime

We strive for 99.9% uptime but do not guarantee uninterrupted access. Scheduled maintenance will be announced in advance when possible.

8.2 Modifications

We may modify, suspend, or discontinue any part of the Service at any time. Material changes will be communicated with reasonable notice.

8.3 Support

Support is available via:

• In-app support chat
• Email: contact@gearmike.com
• Response time: Within 1 business day for critical issues

9. DISCLAIMER OF WARRANTIES

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

10.1 Exclusion of Damages

10.2 Cap on Liability

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

10.3 Exceptions

Some jurisdictions do not allow limitation of liability for certain damages. In such cases, our liability is limited to the fullest extent permitted by law.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless GEARMIKE and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Data you input into the Service
• Your customers' claims related to your use of the Service

12. TERMINATION

12.1 Termination by You

You may cancel your subscription at any time through your account settings or by contacting contact@gearmike.com.

12.2 Termination by Us

We may suspend or terminate your account if you:

• Violate these Terms
• Fail to pay subscription fees
• Engage in fraudulent or illegal activity
• Remain inactive for an extended period

12.3 Effect of Termination

Upon termination:

• Your right to use the Service ends immediately
• You may request an export of your data within 30 days
• We may delete your data after 30 days (subject to legal retention)
• Provisions that should survive will remain in effect

12.4 Data Export

You may request an export of your data at any time. Exports will be provided in a standard format (CSV or JSON) within 30 days of request.

13. DISPUTE RESOLUTION

13.1 Informal Resolution

Before filing any legal action, you agree to contact us at contact@gearmike.com and attempt to resolve the dispute informally for at least 30 days.

13.2 Governing Law

These Terms are governed by the laws of the State of Illinois, without regard to conflict of law principles.

13.3 Arbitration

Any disputes not resolved informally shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in court.

13.4 Class Action Waiver

You agree to resolve disputes with us individually and waive any right to participate in class action lawsuits or class-wide arbitration.

13.5 Jurisdiction

For any matters not subject to arbitration, you consent to the exclusive jurisdiction of courts located in the State of Illinois.

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and GEARMIKE regarding the Service.

14.2 Severability

If any provision is found unenforceable, the remaining provisions remain in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

14.4 Assignment

You may not assign or transfer these Terms without our consent. We may assign our rights and obligations without restriction.

14.5 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control, including natural disasters, acts of government, or internet outages.

14.6 Notices

We may provide notices via:

• Email to your registered address
• In-app notifications
• Posting on our website

You may provide notices to us at: contact@gearmike.com

14.7 Headings

Section headings are for convenience only and do not affect interpretation.

15. CHANGES TO TERMS

We may modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website
• Sending an email to your registered address
• Displaying a notice in the application

Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms. If you do not agree, you must stop using the Service.

16. CONTACT INFORMATION

For questions about these Terms:

17. SPECIAL PROVISIONS FOR SPECIFIC USERS

17.1 European Union Users

If you are located in the EU:

• Our Data Processing Agreement applies to your use of the Service
• You have rights under GDPR as described in our Privacy Policy
• You may lodge complaints with your local data protection authority

17.2 California Users

If you are a California resident:

• You have rights under CCPA as described in our Privacy Policy
• We do not sell your personal information

17.3 Government Users

If you are a government entity, additional terms may apply. Contact us at contact@gearmike.com before registering.