1. Agreement

Tractable, Inc. (hereinafter referred to as “us”, “we” and/or the “Tractable”) is pleased to offer use of a demo of our Customer Pay product, which may include an associated website and/or mobile application, that provides an estimate of the potential cost of the repairs to a vehicle based on photographs of the damage you provide (together, the “Customer Pay Demo Tool”).  

By using the Customer Pay Demo Tool, you signify that you have read, fully understand and agree to be legally bound by these Terms of Use (the "Terms of Use" or "Agreement") and to comply with all applicable laws and regulations as they may change from time to time. IF YOU DO NOT ACCEPT AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE CUSTOMER PAY DEMO TOOL.  

Subject to applicable law, we reserve the right, in our sole and absolute discretion, to modify all or any portion of this Agreement at any time without incurring any liability or obligation whatsoever to you or any other person or entity. Any changes will become effective upon posting, along with the date on which it was most recently updated as indicated by the "Last Updated" date. Your access to or use of the Customer Pay Demo Tool after any such changes indicates your acceptance of the Terms of Use as modified. It is your responsibility to review the Terms of Use regularly for updates.  

You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Customer Pay Demo Tool, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance. 

2. Use of the Customer Pay Demo Tool

To use the Customer Pay Demo Tool, you will need to provide information such as your first and last name, mobile phone number, and email address. You will be provided with a link to the Customer Pay Demo Tool sent by text to your mobile device. Then, follow the on screen instructions to takeand upload images of your vehicle. For the Customer Pay Demo Tool to function, you must provide photos of your vehicle from each of its four corners, as well as at least three photos focused on any damaged areas, (the “Photos”), together with your Vehicle Identification Number (VIN). 

After you have submitted the required Photos and information, the Customer Pay Demo Tool uses proprietary software to provide an estimate of the potential cost of the repairs to your vehicle.  Use of the Customer Pay Demo Tool is only for the User’s evaluation of the Customer Pay Demo Tool, and the results maynot be shared with any third parties, including publication on the internet. 

The estimate provided to you by use of the Customer Pay Demo Tool is for demonstrative purposes only, is a rough estimate only, and is provided through a machine learning process based on Photos you provide. The estimate is not a promise to provide vehicle repair at the estimated price. Similarly, seeking an estimate through the Customer Pay Demo Tool is not a commitment to purchase services on the part of the user of the Customer Pay Demo Tool. The estimate provided is for demonstrative purposes and should not be relied upon by anyone for any purpose other than purely as a demonstration of the Customer Pay Tool.    

As the Customer Pay Demo Tool uses the Photos and information you provide to provide you with an estimate for the cost of repairs to a vehicle, it is important that you provide clear and accurate Photos and information that clearly depicts the damage to your vehicle. Your failure to do so will render the estimate inaccurate or may result in no estimate being produced. 
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⁠Code of Conduct:

The Customer Pay Demo Tool is to be used strictly for demonstrating the underlying technology.  Its output is not to be relied upon for any purpose, other than in evaluation of the Customer Pay Demo Tool.  You hereby agree that you shall not use the Customer Pay Demo Tool, including any associated website or mobile app to:

  1. for any commercial purpose, beyond evaluation of the Customer Pay Demo Tool, for example, the demo tool may not be provided to your customers as part of your commercial workflow;

  2. in a manner intended to unreasonably cause the Customer Pay Demo Tool to provide inaccurate damage assessments, such as by inclusion of images of non-vehicles, deceptive images, altered images, etc.;

  3. disrupt, place unreasonable burdens or excessive loads on, interfere with or attempt to gain unauthorized access to any portion of the Customer Pay Demo Tool; 

  4. use, copy, modify, download or transfer the Customer Pay Demo Tool or any component of the Customer Pay Demo Tool, in whole or in part, except as expressly provided in this Agreement; 

  5. (i) reverse engineer, disassemble, decompile, or translate the Customer Pay Demo Tool or any component of the Customer Pay Demo Tool; (ii) attempt to derive the source code of the Customer Pay Demo Tool or any component of the Customer Pay Demo Tool; (iii) create any derivative work from the Customer Pay Demo Tool or any component of the Customer Pay Demo Tool; and/or (iv) authorize or assist any third party to do any of the foregoing;   

  6. rent, lease, loan, resell, or otherwise distribute the Customer Pay Demo Tool or any component of the Customer Pay Demo Tool;  

  7. remove or alter any proprietary notice or legend regarding Tractable’s, or any third party’s, proprietary rights in the Customer Pay Demo Tool or any component of the Customer Pay Demo Tool;

  8. remove, circumvent or disable any rights management or protection tools we use on the Customer Pay Demo Tool;   

  9. use the Customer Pay Demo Tool or any component of the Customer Pay Demo Tool except in accordance with the terms of this Agreement and all applicable laws and regulations; 

  10. collect information about others without their consent;  and/or

  11. upload, post, email, transmit or otherwise make available any content that you do not have the right to disclose or make available.

Further, you hereby agree that you shall not engage in prohibited or unauthorized use of the Customer Pay Demo Tool or any third party’s systems, including, but not limited to, unauthorized entry into the systems, misuse of passwords, or misuse of any information on the Customer Pay Demo Tool.

3. Intellectual Property Rights in the Customer Pay Demo Tool

The Customer Pay Demo Tool consists of software, and various graphics, texts, icons and buttons that have been provided by Tractable, Tractable affiliates, and/or other entities under the direction of Tractable (e.g. site designers). All such content is owned by Tractable and/or the applicable third party entity. For greater certainty, Tractable, and applicable third party entities hold all right, title, and interest in and to any and all content provided by such parties for the Customer Pay Demo Tool, including, without limitation, all such information in text, graphical, video and audio formats, images, icons, designs, trade-marks, brand names and software (collectively, the “Content”). 

You hereby acknowledge that the Content is protected by all copyright, trade-mark, and other applicable intellectual property laws. Your use of the Customer Pay Demo Tool does not grant or transfer to you any ownership or other rights in the Content, and except as expressly provided, nothing herein or within the Customer Pay Demo Tool shall be construed as conferring on you or any other person any license under any of Tractable’s or any third party’s intellectual property rights, including, without limitation, any right to download, display, reproduce, distribute, modify, edit, alter or enhance any of the Content in any manner whatsoever.  

Any rights not expressly granted to you in these Terms and Conditions are expressly reserved by Tractable. For greater certainty, you agree that you will not take any action that is inconsistent with Tractable ownership of the Customer Pay Demo Tool or any third party’s ownership of, any Content.  Without limiting the generality of the foregoing, users of this Customer Pay Demo Tool shall be entitled to use Content contained within this Customer Pay Demo Tool only as permitted by the functionality of the Customer Pay Demo Tool as intended by Tractable, and only for their own personal and non-commercial use, but may not republish or reproduce any such Content in any manner without the prior written consent of Tractable. 

For clarity, Users of the Customer Pay Demo Tool do not have permission to copy, redistribute, reproduce or republish, in any form, any Content contained within the Customer Pay Demo Tool. 

Certain names, graphics, logos, icons, designs, words, titles or phrases contained within the Customer Pay Demo Tool may constitute trade names, registered or unregistered trade-marks or service marks (collectively, “Trade-marks”) of Tractable or other entities. Trade-marks may be registered in the United States, Canada and in other countries as applicable. All Trade-marks not owned by Tractable are the property of their respective owners, and, where used by the Tractable are used under license or with permission. All Trade-marks are and shall remain the sole and exclusive property of their respective owner(s). Any use of such Trade-marks, except as expressly provided for herein, without the express written consent of the applicable owner is strictly prohibited. Nothing contained herein or on this Customer Pay Demo Tool may be construed as granting, by implication, estoppel, or otherwise, any license to use any Trade-mark(s). You agree that you will not take any actions inconsistent with Tractable, or Tractable ownership of, or any third party’s ownership of, the Trade-marks.  

4. You License your User Content to Tractable and to Tractable

To use the Customer Pay Demo Tool, you must provide Photos of your vehicle in accordance with any instructions in the Customer Pay Demo Tool.  By providing Photos and/or other content, you  are giving Tractable permission to forever use any Photos and/or other content you submit on or through the Customer Pay Demo Tool (“User Content”).

By using the Customer Pay Demo Tool and providing User Content, you: (i) grant Tractable the right to process the User Content for the purpose of providing you with an estimate, and to improve the Customer Pay Demo Tool, or develop new products or services; (ii) grant Tractable a world-wide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive, and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, or otherwise use, publicly display, distribute, translate and create compilations and derivative works from, any and all User Content (in any format or media) that you submit to or through, the Customer Pay Demo Tool; and (iii) waive all moral rights in and to all User Content that you submit to or through, the Customer Pay Demo Tool in favour of Tractable.  

For greater certainty, this means that, among other things, Tractable has the right to use any and all ideas you submit (including ideas about our plans, services, publications or campaigns) in any manner that we choose, without any notice or obligation to you whatsoever.  

5. User Waivers and Representations  

By using the Customer Pay Demo Tool and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby acknowledge, agree, warrant and represent to Tractable that any and all User Content (in any format or media) you submit to or through, the Customer Pay Demo Tool:

  1. is original to you and that you have obtained all necessary rights in and to the User Content and all of its components (if applicable) to post, upload, or otherwise submit it to or through the Customer Pay Demo Tool; 

  2. in respect of the Photos, that they clearly, fully, and accurately depicts the areas of your vehicle needing repair;

  3. does not violate any law; and 

  4. complies with these Terms of Use.

Without limiting the generality of the foregoing, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) also hereby acknowledge, agree, warrant and represent to Tractable that: 

  1. you shall be responsible for all acts or transactions that you take on the Customer Pay Demo Tool, including, without limitation, for ensuring the accuracy, reliability or completeness of any and all User Content you submit to or through the Customer Pay Demo Tool; and

  2. we cannot (nor are we required to) guarantee the accuracy, reliability or completeness of any User Content.

6. Release and Indemnification by User

By using the Customer Pay Demo Tool, you hereby agree to release, indemnify, defend and hold harmless the Tractable, and each of their respective agents, employees, directors, successors, and assigns (collectively, the “Releasees”) from any loss, liability, claim, demand, damage or expense asserted by any entity relating in any way to your use of the Customer Pay Demo Tool, the Content, User Content, and/or breach of these Terms of Use, including, without limitation, any and all claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trade-mark infringement or any other cause of action.  

7. Notice of Infringing Content

We reserve the right, in our sole and absolute discretion, to modify, edit or remove any Content, if a complaint or notice of allegedly infringing materials is received with respect to the Content, or for any other reason. 

To complain about Content and/or to provide notice of allegedly infringing materials on the Customer Pay Demo Tool, please contact legal@tractable.ai. 

8. Disclaimer and Limitation of Liability

TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THE CUSTOMER PAY DEMO TOOL AND ALL INFORMATION CONTAINED ON OR ACCESSED FROM THE CUSTOMER PAY DEMO TOOL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. 

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE RELEASEES MAKE NO REPRESENTATION OR WARRANTY THAT: (I) THE CUSTOMER PAY DEMO TOOL WILL BE COMPATIBLE WITH YOUR COMPUTER AND SOFTWARE; (II) THE CUSTOMER PAY DEMO TOOL WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE CUSTOMER PAY DEMO TOOL, INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE CUSTOMER PAY DEMO TOOL WILL BE SECURE; (V) THE USE OF THE CUSTOMER PAY DEMO TOOL WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE CUSTOMER PAY DEMO TOOL WILL NOT CAUSE ANY DAMAGE TO YOUR COMPUTER SYSTEMS, DEVICES, SOFTWARE OR ELECTRONIC FILES.  

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE CUSTOMER PAY DEMO TOOL ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED. THE INFORMATION ON THE SERVICES IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.    

THE RELEASEES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER ARISING FROM, CONNECTED WITH, OR RELATING TO THE CUSTOMER PAY DEMO TOOL. YOU EXPRESSLY ACKNOWLEDGE THAT TRACTABLE HAS ENTERED INTO THIS AGREEMENT WITH YOU AND MAKES THE CUSTOMER PAY DEMO TOOL AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND TRACTABLE. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF A FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT. 

9. Electronic Transmissions

The transmission of data or information over the internet or other forms of networks may not be secure, and is subject to possible loss, interception or alteration while in transit. The Releasees do not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the internet or otherwise within the Customer Pay Demo Tool, such as transmissions involving the exchange of electronic messages of any kind (including those which may contain your personal information). Subject to applicable law, in no event will the information you provide on or through the Customer Pay Demo Tool be deemed to be confidential, create any fiduciary obligations to you on our part, or result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without your consent. You should take reasonable and appropriate precautions to scan for computer viruses, and ensure compatibility of the software with your specific computer system. You should ensure that you have a complete and current backup of the information contained on your computer system prior to installing any such software.

10. Privacy

Without limiting the generality of these Terms of Use, your use of the Customer Pay Demo Tool is also subject to the terms of the Customer Pay Demo Tool Privacy Policy.  Please carefully review the Privacy Policy.  By using the Customer Pay Demo Tool, you agree that you have read, fully understand and agree to the Privacy Policy.

11. Accuracy and Changes

Tractable may make changes to any information or content on this Customer Pay Demo Tool or remove such information and content, at any time and without prior notice. Please consult Tractable for complete and up-to-date information on products and services. Unfortunately, there may sometimes be information on the Customer Pay Demo Tool that contains typographical errors, inaccuracies, or omissions, or that is out of date. We reserve the right, in our sole and absolute discretion, to correct any such errors, inaccuracies or omissions and to change or update information at any time.

12. Governing Law and Jurisdiction 

These Terms, and all related matters shall be governed solely by the laws of the State of New York, without regard to the conflicts of law provisions of any jurisdiction. You (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York in New York County in relation to all disputes arising from or related to this Agreement, and any related matters.

13. Links 

The Customer Pay Demo Tool may contain links to the websites of our subsidiaries and affiliates, and to websites that are independently owned and operated by third parties. These other websites may have their own privacy policies and terms and conditions that are not governed by these Terms of Use. We are not responsible for the privacy practices or the content of any website(s) owned and operated by any such subsidiaries, affiliates or third parties. Other websites may collect and treat information collected differently, so we encourage you to carefully read and review the privacy policy for each website you visit.  Any links from this Customer Pay Demo Tool to other websites, or references to products, services or publications other than those of Tractable, do not imply the endorsement or approval of such websites, products, services or publications by Tractable.

14. Termination

If you breach any provision of these Terms of Use you may no longer use the Customer Pay Demo Tool. We may, in our sole discretion, change, suspend or terminate, temporarily or permanently, the Customer Pay Demo Tool or any part thereof or any of its features at any time, for any reason, without any notice or liability to you or any other entity.  If these Terms of Use or your permission to use the Customer Pay Demo Tool is terminated by us for any reason, the Agreement formed by your (or, your parent’s or legal guardian’s on your behalf, if you are under the age of majority in your jurisdiction of residence) acceptance of these Terms of Use will nevertheless continue to apply and be binding upon you in respect of your prior use of the Customer Pay Demo Tool and anything relating to or arising from such use. If you are dissatisfied with the Customer Pay Demo Tool or with these Terms of Use, then your sole and exclusive remedy is to discontinue using the Customer Pay Demo Tool. The Disclaimer and Limitation of Liability, Intellectual Property and Release and Indemnity provisions in this Agreement shall survive any termination of this Agreement.

15. General

If any provision of these Terms of Use is held invalid or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms of Use shall continue in full force and effect. No failure to exercise or waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such provision or any other provision of these Terms of Use.  You agree to the use of electronic signatures and documents. You agree that your name and signature shall be affixed to this agreement and constitute your electronic signatures to the same extent as if you had used your written signature. 

These Terms of Use are binding upon you, your heirs, executors, beneficiaries, successors and assigns and you may not assign this Agreement to any other party without our prior written consent, which consent may be withheld in our sole and absolute discretion. 

16. Contact Us

For more information regarding the Customer Pay Demo Tool, or other Tractable products, you may contact us at:

28 Liberty Street, 6th Floor
New York, NY 10005
information@tractable.ai

To contact us regarding this agreement, email legal@tractable.ai.