Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") are a binding agreement between AutoSync HQ, a corporation existing under the laws of the Province of Ontario, Canada ("AutoSyncHQ", "we", "us"), and the person or entity that registers for an AutoSyncHQ account ("you", "Customer"). By creating an account, clicking "I agree," or using the AutoSyncHQ service (the "Service"), you accept these Terms on behalf of yourself and, if applicable, the business you represent. If you do not agree, do not use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

2. Definitions

• "Account" means the AutoSyncHQ workspace you register for your business.
• "Customer Data" means any data you or your Users submit to the Service, including information about your own customers, their vehicles, and their service history ("End Customers").
• "Users" means your employees, contractors, and other individuals you authorize to access your Account.
• "End Customer" means a customer of yours whose information you enter into the Service.
• "Plan" means the subscription tier and pricing you select at sign-up or upgrade to.

3. Eligibility & Accounts

You must be at least 18 years old and able to form a binding contract to use the Service. You are responsible for the accuracy of the information you provide at sign-up and for maintaining the confidentiality of your login credentials. You are responsible for all activity that occurs under your Account, whether or not you authorized it, except to the extent caused by AutoSyncHQ's gross negligence. Notify us immediately at support@autosynchq.ca if you suspect unauthorized access.

4. Subscription, Fees & Billing

The Service is offered on a subscription basis. Fees are billed in advance on a recurring basis according to your Plan and are non-refundable except where required by law or expressly stated otherwise. Payment is processed by our third-party payment processor, Stripe; we do not store your full payment card number.

We may change Plan pricing at any time. For an existing subscription, a price change takes effect at your next renewal after we provide at least 30 days' notice. Continuing to use the Service after a price change takes effect constitutes acceptance of the new price.

If a payment fails, we may suspend or downgrade your Account until payment is resolved. You are responsible for keeping your billing information current. You authorize us and Stripe to charge your payment method on file for all fees due.

5. Free Trials

We may offer a free trial period. At the end of the trial, your Account converts to a paid subscription unless you cancel before the trial ends, or is suspended to read-only access if no Plan is selected. We may modify or end trial offers at any time without notice.

6. License & Acceptable Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription term. You may not:

• reverse engineer, decompile, or attempt to extract the source code of the Service;
• resell, sublicense, or provide the Service to third parties as a bureau or service offering;
• use the Service to send unlawful, deceptive, or unauthorized commercial communications;
• probe, scan, or attempt to breach the security of the Service or another tenant's data;
• use the Service in a manner that violates any applicable law, including consumer protection, telecommunications, or privacy law; or
• use the Service to store or process data you do not have the legal right to process.

We may suspend access immediately, without notice, if we reasonably believe you have violated this section, to protect the Service or other tenants.

7. Customer Data & Your Responsibilities

You own your Customer Data. As between you and AutoSyncHQ, you are solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data you submit to the Service, and for having all rights, consents, and legal bases required to collect it, submit it to the Service, and permit AutoSyncHQ to process it on your behalf as described in our Privacy Policy.

You are solely responsible for the automotive repair services, diagnoses, inspections, estimates, and recommendations you provide to your End Customers. AutoSyncHQ is a software tool only — we do not inspect vehicles, perform or supervise repairs, or verify the accuracy of any estimate, diagnosis, or condition report entered into the Service. We are not a party to, and assume no responsibility or liability for, the repair relationship between you and your End Customers, including the quality, safety, or legality of any work performed.

You represent and warrant that you hold, and will maintain throughout your use of the Service, any license, registration, or certification required by applicable law to operate an automotive repair business in your jurisdiction.

8. Text Messages & Email — Consent

The Service lets you send transactional text messages (SMS) and emails to your End Customers — for example, estimate-approval links and vehicle status updates — using your own account data. You are solely responsible for:

• obtaining and maintaining valid, documented consent from each End Customer before sending them any text message or email through the Service, in a form sufficient under applicable law (including Canada's Anti-Spam Legislation (CASL) and, for U.S. recipients, the Telephone Consumer Protection Act (TCPA));
• honoring opt-out requests (including replies of "STOP") promptly and not re-contacting an End Customer who has opted out;
• ensuring messages sent through the Service are transactional and related to a repair you are performing, not marketing or promotional content; and
• complying with all telecommunications, privacy, and consumer-protection laws applicable to your messages.

Message and data rates from an End Customer's carrier may apply to messages they receive; AutoSyncHQ is not responsible for carrier charges. We may suspend messaging features for your Account if we reasonably believe they are being used in violation of this section or applicable law.

9. Third-Party Services

The Service relies on third-party providers, including Stripe (payments), Twilio (SMS delivery), Resend (email delivery), our cloud hosting provider, and the U.S. National Highway Traffic Safety Administration's public vehicle-decoding API. We do not control these providers and are not responsible for their availability, errors, or acts or omissions, including delayed or undelivered messages, failed payments, or inaccurate vehicle data. Your use of features that depend on a third-party provider is also subject to that provider's own terms.

10. Intellectual Property

AutoSyncHQ and its licensors own all right, title, and interest in the Service, including all software, designs, and trademarks, excluding your Customer Data. Nothing in these Terms transfers any of our intellectual property to you. If you send us feedback or suggestions about the Service, you grant us an unrestricted, royalty-free, perpetual license to use them without any obligation to you.

11. Confidentiality

Each party may access non-public information of the other party in connection with these Terms ("Confidential Information"). Each party agrees to use the other's Confidential Information only to perform its obligations under these Terms, and to protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed.

12. Disclaimer of Warranties

The service is provided "as is" and "as available," without warranty of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement. AutoSyncHQ does not warrant that the service will be uninterrupted, error-free, secure, or free of harmful components, or that any data will be accurate, complete, or preserved without loss. You use the service at your own risk. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you to the extent prohibited by applicable law.

13. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will AutoSyncHQ, its officers, directors, employees, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to these terms or the service, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, AutoSyncHQ's total aggregate liability arising out of or related to these terms or the service will not exceed the greater of (a) the fees you paid to AutoSyncHQ in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD $100).

These limitations apply regardless of the legal theory on which a claim is based (contract, tort, negligence, strict liability, or otherwise) and even if a remedy fails its essential purpose. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for death or personal injury caused by our negligence, or fraud.

14. Indemnification

You agree to defend, indemnify, and hold harmless AutoSyncHQ and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your Customer Data; (b) your, or your Users' or End Customers', use of the Service; (c) your breach of these Terms or of any applicable law, including messaging-consent or privacy law described in Section 8; or (d) the repair services you provide to your End Customers.

AutoSyncHQ will defend you against a third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that party's intellectual property rights, and will pay damages finally awarded against you as a result, provided you promptly notify us of the claim, give us sole control of its defense and settlement, and reasonably cooperate. This is our sole obligation, and your sole remedy, for any such claim.

15. Term, Suspension & Termination

These Terms remain in effect while you maintain an Account. You may cancel your subscription at any time through the Service or by contacting us; cancellation takes effect at the end of your current billing period, and fees already paid are non-refundable. We may suspend or terminate your Account, with or without notice, if you fail to pay fees when due, breach these Terms, or if we reasonably believe your use of the Service poses a security or legal risk to AutoSyncHQ or others.

Upon termination, your right to access the Service ends immediately. We will make Customer Data available for export for a reasonable period (currently 30 days) following termination, after which we may delete it. Sections of these Terms that by their nature should survive termination (including Sections 10–14 and 18) will survive.

16. Force Majeure

Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including natural disaster, act of government, labor dispute, internet or telecommunications failure, or failure of a third-party service provider.

17. Governing Law & Venue

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Service will first be addressed through good-faith informal negotiation for at least 30 days.

If informal negotiation does not resolve the dispute, you and AutoSyncHQ agree that it will be brought exclusively in the courts located in Ontario, Canada, and each party consents to the personal jurisdiction and venue of those courts and waives any objection to venue there. You and AutoSyncHQ each agree that any claim will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Either party may bring an individual action in small claims court, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information at any time.

18. Changes to These Terms

We may modify these Terms from time to time. If we make a material change, we will provide notice, such as by email or an in-product notice, at least 15 days before the change takes effect. Continuing to use the Service after a change takes effect constitutes acceptance of the revised Terms. If you do not agree to a change, you must stop using the Service and may cancel your subscription.

19. General Provisions

Entire agreement. These Terms, together with our Privacy Policy and any order form or Plan description you agree to, are the entire agreement between you and AutoSyncHQ regarding the Service, and supersede any prior agreements.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

Notices. We may provide notice to you via the email address on your Account or an in-product notice. You may provide notice to us at hello@autosynchq.ca.

20. Contact Us

Questions about these Terms? Email hello@autosynchq.ca.