Terms and Conditions
1. Services
1.1 Partly grants Customer a non-exclusive, non-transferable, non-sub-licensable right to access and use the Services during the Term, solely for Customer's own internal business purposes at the Sites, subject to this Agreement.
2. Fees
2.1 Customer will pay the Fees set out in the Order Form. If Customer provides a card, or authorizes bank account debits, Customer authorizes Partly (or its payment processor) to charge that card or account when Fees are due, subject to the payment processor's own terms provided when that payment method is set up.
2.2 Fees are exclusive of all applicable sales, use, or similar taxes, which Customer is responsible for in addition to the Fees, except taxes on Partly's net income.
2.3 All Fees are payable without set-off, deduction, or counterclaim, other than any deduction or withholding of taxes required by law, provided that if any such withholding or deduction is required, Customer will pay Partly such additional amount as will ensure that Partly receives the same total amount it would have received if no such withholding or deduction had been required. Amounts unpaid after the due date accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Customer will reimburse Partly's reasonable costs of collection, including attorneys' fees.
2.4 Partly will not increase the Fees more than once in any 12-month period, and will give Customer at least 30 days' prior written notice of any increase. If Customer does not agree to a Fee increase, Customer may terminate this Agreement by written notice given before the increase takes effect, without penalty.
2.5 The Fees cover only the Services selected in the Order Form. Any additional Service, feature, or module Partly makes available that is not included in Customer's Order Form will be provided on the fees and terms notified by Partly at the time, and Customer's activation or use of it constitutes acceptance of those fees and terms.
2.6 If Fees are not paid when due, Partly may, no less than 14 days after written notice to Customer of the late payment, suspend Customer's access to and use of the Services until the overdue amount is received in full, without prejudice to any other rights or remedies available to Partly.
3. Restrictions on Use
3.1 Customer must not, and must ensure its Authorized Users do not: (a) resell, sub-license, or make the Services available to any third party without Partly's prior written consent; (b) use the Services for any purpose not authorized by this Agreement; (c) attempt to gain unauthorized access to the Services or any related systems, including through hacking or password mining; (d) use the Services in a manner that infringes any law, third-party right, or the reasonable privacy expectations of any individual; (e) use the Services in a manner that could damage, disable, overburden, or impair the Services or any systems or networks connected to them; (f) defeat, bypass, or circumvent any technical restriction, rate limit, or access-control mechanism in the Services; (g) upload or transmit through the Services any malicious code, or any Customer Data that is infringing, defamatory, or otherwise unlawful; (h) reverse engineer, decompile, or attempt to derive the source code, models, or underlying logic of the Services; (i) use the Services or any output to build a competing product; (j) use the Services to train any artificial intelligence or machine learning model; or (k) use any automated tool to scrape or extract data from the Services.
4. Customer Obligations
4.1 Customer is responsible for its Authorized Users' compliance with this Agreement and is liable for their acts and omissions as if they were Customer's own. Customer must keep its access credentials confidential at all times and must not share them with any unauthorized person, must promptly revoke access for any Authorized User who is no longer its personnel, and must notify Partly immediately of any known or suspected unauthorized access to its account.
4.2 Customer warrants that (i) it has all rights and consents necessary to input Customer Data into the Services and to permit Partly's use of it as contemplated by this Agreement, and (ii) its use of the Services will comply with applicable law.
4.3 Customer is responsible for maintaining suitable internet connectivity and compatible devices to access the Services. Partly is not responsible for any unavailability of, or defect in, the Services to the extent arising from Customer's own connectivity or device issues.
4.4 Partly has no obligation to monitor Customer's use of the Services, but may do so, and may suspend Customer's access to the Services if Partly becomes aware of, or reasonably suspects, a breach of this Agreement, or if Partly reasonably believes Customer's use of the Services creates a risk of legal, regulatory, or third-party claims against Partly.
5. License, Intellectual Property, and Data
5.1 Partly and its licensors own all right, title, and interest in the Services, the Platform (together with any improvements or enhancements to it) and the Usage Data. No rights are granted to Customer other than as expressly set out in this Agreement.
5.2 Customer grants Partly a non-exclusive license to use Customer Data to provide the Services (including training and improving Partly's parts matching and identification systems), and to generate Aggregated Anonymized Data.
5.3 Partly may generate Aggregated Anonymized Data from operation of the Services and owns all right, title, and interest in it. Partly may use and disclose Aggregated Anonymized Data for any business purpose, including improving Partly's products and services and generating and sharing industry and benchmarking reports. Partly will not publish or disclose Aggregated Anonymized Data in a form reasonably capable of identifying Customer. Customer has no right, title, or interest in Aggregated Anonymized Data and no entitlement to any payment in respect of Partly's use of it. Aggregated Anonymized Data is not Customer's Confidential Information, and Partly's rights in it are perpetual and irrevocable and survive termination of this Agreement.
5.4 If Customer provides Feedback, Partly may use that Feedback without restriction or obligation to compensate Customer, provided that Partly will not publicly identify Customer in connection with any such Feedback.
5.5 Partly may remove Customer Data from the Services that exposes Partly to potential liability or other negative consequences; doing so, or failing to do so, does not relieve Customer of responsibility for the Customer Data it uploads or transmits through the Services.
5.6 Customer may use Output for its own business purposes, subject to clause 3 (Restrictions on Use).
6. Actions and Third-Party Platforms
6.1 Customer is solely responsible for each Action and any results or consequences of it. Customer is solely responsible for ensuring use of a Third-Party Platform through the AI Automation Features complies with that platform's terms. Partly has no responsibility or liability for the availability or accuracy of any Third-Party Platform, its provider's acts or omissions, or any suspension, restriction, or termination of Customer's access to it.
6.2 Customer is solely responsible for: (a) any fees, charges, or licensing costs imposed by its own Third-Party Platforms (including its bodyshop management system ("BMS") provider); and (b) making all payments due for any product Customer purchases through a Third-Party Platform.
7. Privacy and Data Protection
7.1 Each party will comply with applicable data protection and privacy laws in connection with personal information processed under this Agreement. Partly's collection and use of personal information obtained through the Services is described in Partly's Privacy Policy. To the extent Customer Data includes personal information, Schedule 1 (Data Processing Addendum) applies to Partly's processing of it.
7.2 To the extent Customer Data submitted through the Services includes personal information of individuals who are not Customer's personnel, such as a vehicle owner's name ("Third-Party Personal Information"), Customer warrants that it has provided any notices, and obtained any consents or established any other lawful basis, required under applicable law before submitting Third-Party Personal Information to the Services, and acknowledges that it is responsible for responding to data subject requests from individuals whose Third-Party Personal Information it has submitted, with Partly providing reasonable cooperation.
7.3 The Services process spoken audio, photos, and video solely to document vehicle repairs. All audio, photos, video, and resulting transcriptions constitute Customer Data. Customer warrants that it has obtained all necessary consents from its personnel before recording audio or video through the Services; clause 7.2 applies to the extent this content includes Third-Party Personal Information. Partly does not use audio or media to identify, verify, or authenticate any individual, or to generate voiceprints or biometric identifiers.
7.4 Partly will maintain safeguards to protect Customer Data against unauthorized access, use, or disclosure, appropriate to the nature of the data and consistent with generally accepted industry practice. Partly will notify Customer without undue delay upon becoming aware of any security incident leading to the unauthorized access, loss, or destruction of Customer Data.
8. Term and Termination
8.1 This Agreement commences on the Subscription Start Date and continues for the Subscription Term set out in the Order Form.
8.2 Unless otherwise specified in the Order Form, this Agreement will automatically renew for successive periods equal to the Subscription Term, unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.
8.3 Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and does not cure the breach within 10 business days of written notice describing the breach, or if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or similar official appointed over its assets.
8.4 On termination, Customer must immediately stop using the Services and destroy or return any access credentials in its possession, and each party's accrued rights and obligations (including payment obligations) survive. Clauses 5 (License, Intellectual Property, and Data), 7 (Privacy and Data Protection), 9 (Limitation of Liability), 10 (Indemnity), 12 (Confidentiality), and 14 (Governing Law, Venue, and Dispute Resolution), Schedule 1 (Data Processing Addendum) to the extent it relates to Customer Data retained by Partly after termination, and any other provision that by its nature should survive, will survive termination or expiry.
8.5 Partly will make Customer Data available to Customer for download, in a reasonably usable format, if Customer requests it within 30 days after termination.
9. Limitation of Liability
9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND PARTLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PARTLY DOES NOT WARRANT THAT ANY ADVICE, INFORMATION, OR OUTPUT PROVIDED THROUGH THE SERVICES IS CURRENT, COMPLETE, OR FREE FROM ERROR, AND ANY RELIANCE ON IT, INCLUDING AS TO ITS ACCURACY, COMPLETENESS, OR FITNESS FOR PURPOSE, IS AT CUSTOMER'S OWN RISK.
9.2 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, ANTICIPATED SAVINGS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
9.3 PARTLY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.4 Each party's liability under this Agreement will be reduced proportionately to the extent the other party's acts or omissions caused or contributed to the relevant loss or damage.
9.5 Each party must take reasonable steps to mitigate any loss or damage it suffers or incurs arising out of anything done or not done by the other party under or in connection with this Agreement.9.6 Nothing in this clause 9 limits or excludes either party's liability for fraud, fraudulent misrepresentation, or any other liability that cannot be limited or excluded as a matter of law.
10. Indemnity
10.1 Customer will indemnify and hold Partly harmless against all third-party claims, and associated losses, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or in connection with: (a) any inaccuracy in Customer Data; (b) any claim that Customer Data infringes a third party's Intellectual Property Rights; (c) Customer's use of the Services in violation of a Third-Party Platform's terms; or (d) any personal injury, death, or property damage caused or contributed to by Customer's acts or omissions in the performance of repairs or servicing.
11. Force Majeure
11.1 Neither party is liable for delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, provided the affected party notifies the other promptly and uses reasonable efforts to mitigate the effect.
12. Confidentiality
12.1 Each party must keep confidential the other party's Confidential Information, including the Fees and other commercial terms of this Agreement, and must not disclose it to any third party except as permitted under this clause 12.
12.2 Clause 12.1 does not apply to information that: (a) is public knowledge other than as a result of a breach of this clause; (b) is received from a third party who is lawfully in possession of the information and entitled to disclose it without restriction; (c) was already known to the recipient before disclosure, without any obligation of confidentiality; or (d) is independently developed by the recipient without reference to or use of the other party's Confidential Information.
12.3 Notwithstanding clause 12.1, either party may disclose Confidential Information: (a) to its professional advisors (including legal counsel and accountants) who need to know it for the purposes of advising that party, provided such advisors are bound by obligations of confidentiality no less protective than those in this clause; and (b) to the extent required by law or regulatory authority, provided that the party required to make the disclosure gives the other party as much prior written notice as is reasonably practicable and discloses only the minimum information necessary to satisfy the requirement.
12.4 On termination or expiry of this Agreement, each party must, at the other party's request, return or delete all Confidential Information of the other party in its possession or control, except that a party may retain Confidential Information (a) to the extent required by applicable law, regulation, or its bona fide internal record-keeping or backup policies, and (b) that is held in routine electronic backups made in the ordinary course, provided that any Confidential Information so retained remains subject to this clause for as long as it is retained.
13. Notices
13.1 Unless otherwise stated in this Agreement, all notices must be in writing and are deemed given when sent by email to the email address for notices set out in the Order Form (as updated by written notice), or the next business day if sent after 5:00pm, or on a day that is not a business day, in each case in the recipient's location.
14. Governing Law and Dispute Resolution
14.1 The parties will attempt to resolve any dispute arising out of or relating to this Agreement by good faith negotiation for a period of not less than 30 days before commencing court proceedings.
14.2 This Agreement is governed by the laws of the State of Texas. Each party consents to the non-exclusive jurisdiction of the state and federal courts located in Travis County, Texas.
14.3 Nothing in this Agreement limits any consumer protection right that cannot be waived as a matter of law in Customer's home jurisdiction.
14.4 EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
15. General
15.1 This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior discussions and understandings. Customer confirms it has not relied on any statement regarding future functionality not set out in this Agreement.
15.2 Except as set out in clauses 15.5 (Services) and 15.6 (Online Terms), any variation to this Agreement must be in writing and signed by both parties.
15.3 Neither party may assign this Agreement without the other's prior written consent, such consent not to be unreasonably withheld, except that either party may assign it to an Affiliate or in connection with a merger, acquisition, or sale of substantially all its assets without consent, provided the assignee assumes the assigning party's obligations and the assigning party gives the other party prompt written notice of the assignment.
15.4 If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.
15.5 Partly may modify, update, add to, or remove features of the Services at any time. Partly will give Customer at least 30 days' prior written notice of any change that materially reduces the core functionality of a Service Customer has selected. If any change materially and adversely affects Customer's use of the Services, Customer may terminate the affected Service (or, if the change affects all selected Services, this Agreement) by written notice given before the change takes effect.
15.6 Partly may update these Online Terms from time to time. Partly will give Customer at least 30 days' prior written notice of any material change (for example, by email or in-product notice). If a material change would materially and adversely affect Customer, Customer may terminate this Agreement by written notice given before the change takes effect; otherwise, continued use of the Services after the change takes effect constitutes acceptance of it.
15.7 Waivers must be in writing signed by the waiving party and cannot be implied from conduct.
15.8 Nothing in this Agreement makes either party the partner, joint venturer, agent, or employee of the other, and neither party may represent otherwise.
15.9 A person who is not a party to this Agreement has no right to enforce it. This Agreement does not create any third-party beneficiary rights.
15.10 Neither party may use the other party's name, logo, or trademarks, or publicly reference this Agreement, without the other party's prior written consent.
15.11 This Agreement may be signed in counterparts, each of which is an original and all of which together form one Agreement, and may be executed and delivered electronically (including via a signature platform such as DocuSign), which has the same effect as a handwritten signature.
15.12 Customer will comply with all applicable U.S. export control and economic sanctions laws in connection with its use of the Services, and represents that it is not located in, and will not access or use the Services from, a country or on behalf of a person subject to comprehensive U.S. sanctions, and is not identified on any U.S. government restricted-party list.
Definitions
"Action" means an action that the AI Automation Features take within the scope Customer authorizes.
"Affiliate" means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party, where control means having more than 50% of the voting stock or other ownership interest of that entity.
"Aggregated Anonymized Data" means data compiled by Partly in de-identified and aggregated form such that it is not reasonably capable of being attributed to or used to identify Customer, derived from operation of the Services, including from Customer Data and Usage Data.
"Agreement" means the Order Form and these Online Terms, including the Schedules to these Online Terms.
"AI Automation Features" means the features of the Services that take Actions.
"Authorized Users" means Customer's personnel authorized to access and use the Services on Customer's behalf.
"Confidential Information" means information that by its nature ought reasonably to be understood to be confidential, including the Fees and other commercial terms of this Agreement.
"Customer" means the entity identified as "Customer" in the Order Form.
"Customer Data" means (i) any data input into or transmitted through the Services by or on behalf of Customer or its Authorized Users, and (ii) any records the AI Automation Features generate of Actions taken but excludes (iii) Feedback, and (iv) Usage Data.
"Feedback" means any feedback or suggestions Customer provides about the Services.
"Fees" means the fees payable by Customer as set out in the Order Form, including any fees for additional Services activated under clause 2.5.
"Intellectual Property Rights" means all intellectual property rights of any kind, including patents, trademarks, copyright, trade secrets, and know-how.
"Order Form" means the document the parties sign that references these Online Terms and sets out the Services, Fees, and other commercial terms.
"Output" means any flags, suggestions, summaries, comparisons, or other output the Services generate.
"Partly" means the entity identified as "Partly" in the Order Form.
"Platform" means the online platform operated by Partly through which Customer and its Authorized Users access and use the Services.
"Privacy Policy" means Partly's privacy policy in place from time to time, currently at partly.com/privacy-policy.
"Services" means the services described in the Order Form, as may be modified from time to time in accordance with this Agreement.
"Site" means a single physical location identified as such in the Order Form at which Customer operates and from which the Services are used."Term" means the Subscription Term set out in the Order Form, together with any renewal or extension of it.
"Third-Party Platform" means any third-party website, application, platform, or service that Customer has its own account, login credentials, or access rights to.
"Usage Data" means data Partly gathers regarding Customer's or its Authorized Users' activity on, and use of, the Services (such as usage logs, performance metrics, and telemetry), which is not Customer Data.
SCHEDULE 1 — DATA PROCESSING ADDENDUM
This Schedule applies to Partly's processing of personal information within Customer Data. Capitalized terms not defined in this Schedule have the meaning given in the Online Terms.
A.1 As between the parties, Customer determines the purposes and means of processing personal information within Customer Data and is the business/controller with respect to it, and Partly processes it on Customer's behalf and instructions, solely as a service provider/processor, as described in this Agreement.
A.2 Partly will process personal information within Customer Data only as necessary to provide, support, and maintain the Services as contemplated by this Agreement. Partly will not sell personal information within Customer Data or share it for cross-context behavioral advertising.
A.3 Partly will ensure that any personnel it authorizes to process personal information within Customer Data are subject to an appropriate obligation of confidentiality with respect to that data.
A.4 Where Partly engages a subprocessor to process personal information within Customer Data, Partly will impose data protection terms on that subprocessor providing at least the same level of protection as this Schedule, and will remain responsible for that subprocessor's compliance with those terms.
A.5 Partly will retain, delete, or return personal information within Customer Data in accordance with Partly's data retention policy, a copy of which is available to Customer on request.
A.6 If an individual submits a request to Partly directly regarding their personal information within Customer Data, Partly will direct them to submit the request to Customer, and, to the extent Customer cannot address the request through its own use of the Services, Partly will provide Customer with reasonable assistance upon written request.
A.7 No more than once in any 12-month period, and on at least 30 days' written notice, Customer may request that Partly provide reasonable evidence of its compliance with this Schedule, or, where Customer reasonably requires an on-site or hands-on audit, Partly will cooperate with such an audit at Customer's expense.
1.1 Partly grants Customer a non-exclusive, non-transferable, non-sub-licensable right to access and use the Services during the Term, solely for Customer's own internal business purposes at the Sites, subject to this Agreement.
2. Fees
2.1 Customer will pay the Fees set out in the Order Form. If Customer provides a card, or authorizes bank account debits, Customer authorizes Partly (or its payment processor) to charge that card or account when Fees are due, subject to the payment processor's own terms provided when that payment method is set up.
2.2 Fees are exclusive of all applicable sales, use, or similar taxes, which Customer is responsible for in addition to the Fees, except taxes on Partly's net income.
2.3 All Fees are payable without set-off, deduction, or counterclaim, other than any deduction or withholding of taxes required by law, provided that if any such withholding or deduction is required, Customer will pay Partly such additional amount as will ensure that Partly receives the same total amount it would have received if no such withholding or deduction had been required. Amounts unpaid after the due date accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Customer will reimburse Partly's reasonable costs of collection, including attorneys' fees.
2.4 Partly will not increase the Fees more than once in any 12-month period, and will give Customer at least 30 days' prior written notice of any increase. If Customer does not agree to a Fee increase, Customer may terminate this Agreement by written notice given before the increase takes effect, without penalty.
2.5 The Fees cover only the Services selected in the Order Form. Any additional Service, feature, or module Partly makes available that is not included in Customer's Order Form will be provided on the fees and terms notified by Partly at the time, and Customer's activation or use of it constitutes acceptance of those fees and terms.
2.6 If Fees are not paid when due, Partly may, no less than 14 days after written notice to Customer of the late payment, suspend Customer's access to and use of the Services until the overdue amount is received in full, without prejudice to any other rights or remedies available to Partly.
3. Restrictions on Use
3.1 Customer must not, and must ensure its Authorized Users do not: (a) resell, sub-license, or make the Services available to any third party without Partly's prior written consent; (b) use the Services for any purpose not authorized by this Agreement; (c) attempt to gain unauthorized access to the Services or any related systems, including through hacking or password mining; (d) use the Services in a manner that infringes any law, third-party right, or the reasonable privacy expectations of any individual; (e) use the Services in a manner that could damage, disable, overburden, or impair the Services or any systems or networks connected to them; (f) defeat, bypass, or circumvent any technical restriction, rate limit, or access-control mechanism in the Services; (g) upload or transmit through the Services any malicious code, or any Customer Data that is infringing, defamatory, or otherwise unlawful; (h) reverse engineer, decompile, or attempt to derive the source code, models, or underlying logic of the Services; (i) use the Services or any output to build a competing product; (j) use the Services to train any artificial intelligence or machine learning model; or (k) use any automated tool to scrape or extract data from the Services.
4. Customer Obligations
4.1 Customer is responsible for its Authorized Users' compliance with this Agreement and is liable for their acts and omissions as if they were Customer's own. Customer must keep its access credentials confidential at all times and must not share them with any unauthorized person, must promptly revoke access for any Authorized User who is no longer its personnel, and must notify Partly immediately of any known or suspected unauthorized access to its account.
4.2 Customer warrants that (i) it has all rights and consents necessary to input Customer Data into the Services and to permit Partly's use of it as contemplated by this Agreement, and (ii) its use of the Services will comply with applicable law.
4.3 Customer is responsible for maintaining suitable internet connectivity and compatible devices to access the Services. Partly is not responsible for any unavailability of, or defect in, the Services to the extent arising from Customer's own connectivity or device issues.
4.4 Partly has no obligation to monitor Customer's use of the Services, but may do so, and may suspend Customer's access to the Services if Partly becomes aware of, or reasonably suspects, a breach of this Agreement, or if Partly reasonably believes Customer's use of the Services creates a risk of legal, regulatory, or third-party claims against Partly.
5. License, Intellectual Property, and Data
5.1 Partly and its licensors own all right, title, and interest in the Services, the Platform (together with any improvements or enhancements to it) and the Usage Data. No rights are granted to Customer other than as expressly set out in this Agreement.
5.2 Customer grants Partly a non-exclusive license to use Customer Data to provide the Services (including training and improving Partly's parts matching and identification systems), and to generate Aggregated Anonymized Data.
5.3 Partly may generate Aggregated Anonymized Data from operation of the Services and owns all right, title, and interest in it. Partly may use and disclose Aggregated Anonymized Data for any business purpose, including improving Partly's products and services and generating and sharing industry and benchmarking reports. Partly will not publish or disclose Aggregated Anonymized Data in a form reasonably capable of identifying Customer. Customer has no right, title, or interest in Aggregated Anonymized Data and no entitlement to any payment in respect of Partly's use of it. Aggregated Anonymized Data is not Customer's Confidential Information, and Partly's rights in it are perpetual and irrevocable and survive termination of this Agreement.
5.4 If Customer provides Feedback, Partly may use that Feedback without restriction or obligation to compensate Customer, provided that Partly will not publicly identify Customer in connection with any such Feedback.
5.5 Partly may remove Customer Data from the Services that exposes Partly to potential liability or other negative consequences; doing so, or failing to do so, does not relieve Customer of responsibility for the Customer Data it uploads or transmits through the Services.
5.6 Customer may use Output for its own business purposes, subject to clause 3 (Restrictions on Use).
6. Actions and Third-Party Platforms
6.1 Customer is solely responsible for each Action and any results or consequences of it. Customer is solely responsible for ensuring use of a Third-Party Platform through the AI Automation Features complies with that platform's terms. Partly has no responsibility or liability for the availability or accuracy of any Third-Party Platform, its provider's acts or omissions, or any suspension, restriction, or termination of Customer's access to it.
6.2 Customer is solely responsible for: (a) any fees, charges, or licensing costs imposed by its own Third-Party Platforms (including its bodyshop management system ("BMS") provider); and (b) making all payments due for any product Customer purchases through a Third-Party Platform.
7. Privacy and Data Protection
7.1 Each party will comply with applicable data protection and privacy laws in connection with personal information processed under this Agreement. Partly's collection and use of personal information obtained through the Services is described in Partly's Privacy Policy. To the extent Customer Data includes personal information, Schedule 1 (Data Processing Addendum) applies to Partly's processing of it.
7.2 To the extent Customer Data submitted through the Services includes personal information of individuals who are not Customer's personnel, such as a vehicle owner's name ("Third-Party Personal Information"), Customer warrants that it has provided any notices, and obtained any consents or established any other lawful basis, required under applicable law before submitting Third-Party Personal Information to the Services, and acknowledges that it is responsible for responding to data subject requests from individuals whose Third-Party Personal Information it has submitted, with Partly providing reasonable cooperation.
7.3 The Services process spoken audio, photos, and video solely to document vehicle repairs. All audio, photos, video, and resulting transcriptions constitute Customer Data. Customer warrants that it has obtained all necessary consents from its personnel before recording audio or video through the Services; clause 7.2 applies to the extent this content includes Third-Party Personal Information. Partly does not use audio or media to identify, verify, or authenticate any individual, or to generate voiceprints or biometric identifiers.
7.4 Partly will maintain safeguards to protect Customer Data against unauthorized access, use, or disclosure, appropriate to the nature of the data and consistent with generally accepted industry practice. Partly will notify Customer without undue delay upon becoming aware of any security incident leading to the unauthorized access, loss, or destruction of Customer Data.
8. Term and Termination
8.1 This Agreement commences on the Subscription Start Date and continues for the Subscription Term set out in the Order Form.
8.2 Unless otherwise specified in the Order Form, this Agreement will automatically renew for successive periods equal to the Subscription Term, unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.
8.3 Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and does not cure the breach within 10 business days of written notice describing the breach, or if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or similar official appointed over its assets.
8.4 On termination, Customer must immediately stop using the Services and destroy or return any access credentials in its possession, and each party's accrued rights and obligations (including payment obligations) survive. Clauses 5 (License, Intellectual Property, and Data), 7 (Privacy and Data Protection), 9 (Limitation of Liability), 10 (Indemnity), 12 (Confidentiality), and 14 (Governing Law, Venue, and Dispute Resolution), Schedule 1 (Data Processing Addendum) to the extent it relates to Customer Data retained by Partly after termination, and any other provision that by its nature should survive, will survive termination or expiry.
8.5 Partly will make Customer Data available to Customer for download, in a reasonably usable format, if Customer requests it within 30 days after termination.
9. Limitation of Liability
9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND PARTLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PARTLY DOES NOT WARRANT THAT ANY ADVICE, INFORMATION, OR OUTPUT PROVIDED THROUGH THE SERVICES IS CURRENT, COMPLETE, OR FREE FROM ERROR, AND ANY RELIANCE ON IT, INCLUDING AS TO ITS ACCURACY, COMPLETENESS, OR FITNESS FOR PURPOSE, IS AT CUSTOMER'S OWN RISK.
9.2 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, ANTICIPATED SAVINGS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
9.3 PARTLY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.4 Each party's liability under this Agreement will be reduced proportionately to the extent the other party's acts or omissions caused or contributed to the relevant loss or damage.
9.5 Each party must take reasonable steps to mitigate any loss or damage it suffers or incurs arising out of anything done or not done by the other party under or in connection with this Agreement.9.6 Nothing in this clause 9 limits or excludes either party's liability for fraud, fraudulent misrepresentation, or any other liability that cannot be limited or excluded as a matter of law.
10. Indemnity
10.1 Customer will indemnify and hold Partly harmless against all third-party claims, and associated losses, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or in connection with: (a) any inaccuracy in Customer Data; (b) any claim that Customer Data infringes a third party's Intellectual Property Rights; (c) Customer's use of the Services in violation of a Third-Party Platform's terms; or (d) any personal injury, death, or property damage caused or contributed to by Customer's acts or omissions in the performance of repairs or servicing.
11. Force Majeure
11.1 Neither party is liable for delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, provided the affected party notifies the other promptly and uses reasonable efforts to mitigate the effect.
12. Confidentiality
12.1 Each party must keep confidential the other party's Confidential Information, including the Fees and other commercial terms of this Agreement, and must not disclose it to any third party except as permitted under this clause 12.
12.2 Clause 12.1 does not apply to information that: (a) is public knowledge other than as a result of a breach of this clause; (b) is received from a third party who is lawfully in possession of the information and entitled to disclose it without restriction; (c) was already known to the recipient before disclosure, without any obligation of confidentiality; or (d) is independently developed by the recipient without reference to or use of the other party's Confidential Information.
12.3 Notwithstanding clause 12.1, either party may disclose Confidential Information: (a) to its professional advisors (including legal counsel and accountants) who need to know it for the purposes of advising that party, provided such advisors are bound by obligations of confidentiality no less protective than those in this clause; and (b) to the extent required by law or regulatory authority, provided that the party required to make the disclosure gives the other party as much prior written notice as is reasonably practicable and discloses only the minimum information necessary to satisfy the requirement.
12.4 On termination or expiry of this Agreement, each party must, at the other party's request, return or delete all Confidential Information of the other party in its possession or control, except that a party may retain Confidential Information (a) to the extent required by applicable law, regulation, or its bona fide internal record-keeping or backup policies, and (b) that is held in routine electronic backups made in the ordinary course, provided that any Confidential Information so retained remains subject to this clause for as long as it is retained.
13. Notices
13.1 Unless otherwise stated in this Agreement, all notices must be in writing and are deemed given when sent by email to the email address for notices set out in the Order Form (as updated by written notice), or the next business day if sent after 5:00pm, or on a day that is not a business day, in each case in the recipient's location.
14. Governing Law and Dispute Resolution
14.1 The parties will attempt to resolve any dispute arising out of or relating to this Agreement by good faith negotiation for a period of not less than 30 days before commencing court proceedings.
14.2 This Agreement is governed by the laws of the State of Texas. Each party consents to the non-exclusive jurisdiction of the state and federal courts located in Travis County, Texas.
14.3 Nothing in this Agreement limits any consumer protection right that cannot be waived as a matter of law in Customer's home jurisdiction.
14.4 EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
15. General
15.1 This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior discussions and understandings. Customer confirms it has not relied on any statement regarding future functionality not set out in this Agreement.
15.2 Except as set out in clauses 15.5 (Services) and 15.6 (Online Terms), any variation to this Agreement must be in writing and signed by both parties.
15.3 Neither party may assign this Agreement without the other's prior written consent, such consent not to be unreasonably withheld, except that either party may assign it to an Affiliate or in connection with a merger, acquisition, or sale of substantially all its assets without consent, provided the assignee assumes the assigning party's obligations and the assigning party gives the other party prompt written notice of the assignment.
15.4 If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.
15.5 Partly may modify, update, add to, or remove features of the Services at any time. Partly will give Customer at least 30 days' prior written notice of any change that materially reduces the core functionality of a Service Customer has selected. If any change materially and adversely affects Customer's use of the Services, Customer may terminate the affected Service (or, if the change affects all selected Services, this Agreement) by written notice given before the change takes effect.
15.6 Partly may update these Online Terms from time to time. Partly will give Customer at least 30 days' prior written notice of any material change (for example, by email or in-product notice). If a material change would materially and adversely affect Customer, Customer may terminate this Agreement by written notice given before the change takes effect; otherwise, continued use of the Services after the change takes effect constitutes acceptance of it.
15.7 Waivers must be in writing signed by the waiving party and cannot be implied from conduct.
15.8 Nothing in this Agreement makes either party the partner, joint venturer, agent, or employee of the other, and neither party may represent otherwise.
15.9 A person who is not a party to this Agreement has no right to enforce it. This Agreement does not create any third-party beneficiary rights.
15.10 Neither party may use the other party's name, logo, or trademarks, or publicly reference this Agreement, without the other party's prior written consent.
15.11 This Agreement may be signed in counterparts, each of which is an original and all of which together form one Agreement, and may be executed and delivered electronically (including via a signature platform such as DocuSign), which has the same effect as a handwritten signature.
15.12 Customer will comply with all applicable U.S. export control and economic sanctions laws in connection with its use of the Services, and represents that it is not located in, and will not access or use the Services from, a country or on behalf of a person subject to comprehensive U.S. sanctions, and is not identified on any U.S. government restricted-party list.
Definitions
"Action" means an action that the AI Automation Features take within the scope Customer authorizes.
"Affiliate" means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party, where control means having more than 50% of the voting stock or other ownership interest of that entity.
"Aggregated Anonymized Data" means data compiled by Partly in de-identified and aggregated form such that it is not reasonably capable of being attributed to or used to identify Customer, derived from operation of the Services, including from Customer Data and Usage Data.
"Agreement" means the Order Form and these Online Terms, including the Schedules to these Online Terms.
"AI Automation Features" means the features of the Services that take Actions.
"Authorized Users" means Customer's personnel authorized to access and use the Services on Customer's behalf.
"Confidential Information" means information that by its nature ought reasonably to be understood to be confidential, including the Fees and other commercial terms of this Agreement.
"Customer" means the entity identified as "Customer" in the Order Form.
"Customer Data" means (i) any data input into or transmitted through the Services by or on behalf of Customer or its Authorized Users, and (ii) any records the AI Automation Features generate of Actions taken but excludes (iii) Feedback, and (iv) Usage Data.
"Feedback" means any feedback or suggestions Customer provides about the Services.
"Fees" means the fees payable by Customer as set out in the Order Form, including any fees for additional Services activated under clause 2.5.
"Intellectual Property Rights" means all intellectual property rights of any kind, including patents, trademarks, copyright, trade secrets, and know-how.
"Order Form" means the document the parties sign that references these Online Terms and sets out the Services, Fees, and other commercial terms.
"Output" means any flags, suggestions, summaries, comparisons, or other output the Services generate.
"Partly" means the entity identified as "Partly" in the Order Form.
"Platform" means the online platform operated by Partly through which Customer and its Authorized Users access and use the Services.
"Privacy Policy" means Partly's privacy policy in place from time to time, currently at partly.com/privacy-policy.
"Services" means the services described in the Order Form, as may be modified from time to time in accordance with this Agreement.
"Site" means a single physical location identified as such in the Order Form at which Customer operates and from which the Services are used."Term" means the Subscription Term set out in the Order Form, together with any renewal or extension of it.
"Third-Party Platform" means any third-party website, application, platform, or service that Customer has its own account, login credentials, or access rights to.
"Usage Data" means data Partly gathers regarding Customer's or its Authorized Users' activity on, and use of, the Services (such as usage logs, performance metrics, and telemetry), which is not Customer Data.
SCHEDULE 1 — DATA PROCESSING ADDENDUM
This Schedule applies to Partly's processing of personal information within Customer Data. Capitalized terms not defined in this Schedule have the meaning given in the Online Terms.
A.1 As between the parties, Customer determines the purposes and means of processing personal information within Customer Data and is the business/controller with respect to it, and Partly processes it on Customer's behalf and instructions, solely as a service provider/processor, as described in this Agreement.
A.2 Partly will process personal information within Customer Data only as necessary to provide, support, and maintain the Services as contemplated by this Agreement. Partly will not sell personal information within Customer Data or share it for cross-context behavioral advertising.
A.3 Partly will ensure that any personnel it authorizes to process personal information within Customer Data are subject to an appropriate obligation of confidentiality with respect to that data.
A.4 Where Partly engages a subprocessor to process personal information within Customer Data, Partly will impose data protection terms on that subprocessor providing at least the same level of protection as this Schedule, and will remain responsible for that subprocessor's compliance with those terms.
A.5 Partly will retain, delete, or return personal information within Customer Data in accordance with Partly's data retention policy, a copy of which is available to Customer on request.
A.6 If an individual submits a request to Partly directly regarding their personal information within Customer Data, Partly will direct them to submit the request to Customer, and, to the extent Customer cannot address the request through its own use of the Services, Partly will provide Customer with reasonable assistance upon written request.
A.7 No more than once in any 12-month period, and on at least 30 days' written notice, Customer may request that Partly provide reasonable evidence of its compliance with this Schedule, or, where Customer reasonably requires an on-site or hands-on audit, Partly will cooperate with such an audit at Customer's expense.
