TERMS OF USE

Last modified: November 4, 2026

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS STATED IN THE SECTION “ARBITRATION AGREEMENT (CLASS ACTION WAIVER; OPT-OUT)” BELOW, THESE TERMS INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT, WITH LIMITED EXCEPTIONS, REQUIRE ANY DISPUTE BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT.

THE SERVICES PROVIDE GENERAL, AI-GENERATED INFORMATION ABOUT VEHICLE MAINTENANCE AND REPAIR. TERNI IS AI-POWERED AND CAN MAKE MISTAKES. THE SERVICES ARE NOT A SUBSTITUTE FOR INSPECTION, DIAGNOSIS, OR REPAIR BY A QUALIFIED MECHANIC. WORK ON A VEHICLE CAN CAUSE SERIOUS INJURY, DEATH, OR DAMAGE TO PROPERTY. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER AND HOW TO PERFORM ANY WORK. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND.

Acceptance of the Terms of Use

These Terms of Use (the “Terms”) are entered into by and between you and Carternity Inc., a Delaware corporation (“Carternity,” the “Company,” “we,” “us,” or “our”), and govern your access to and use of: (i) https://www.carternity.com (the “Website”); (ii) our mobile applications for iOS and Android and our web application (each, an “App”); and (iii) all related content, features, and services we provide, including Terni, the Community, and Parts & Tools (collectively, the “Services”).

By creating an account, by checking the box or clicking to accept or agree to these Terms, or by otherwise accessing or using any part of the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to all of the foregoing, do not access or use the Services.

Certain provisions of these Terms, including the section “International Users” below, and the “International Users” section of our Privacy Policy, describe how these Terms apply depending on your country or state of residence.

Eligibility

The Services are offered only to individuals who are 18 years of age or older. By creating an account or otherwise using the Services, you state that you are at least 18 years old. We do not knowingly allow anyone under 18 to use the Services or create an account. If we learn that an account belongs to a person under 18, we will terminate the account and delete the associated personal information as stated in our Privacy Policy, except where retention is required by law.

If you use the Services on behalf of a business or other entity, you state that you are authorized to accept these Terms on its behalf, and “you” includes that entity.

Changes to the Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when posted, except as stated in a notice of material changes, and apply to all access to and use of the Services after that date. We will update the “Last modified” date at the top of these Terms and, if we make material changes, will provide additional notice, such as an in-App notice or an email to the address associated with your account. You are responsible for maintaining a current, deliverable email address and for reviewing this page periodically.

For changes to these Terms other than changes to the dispute-resolution provisions, your continued use of the Services after the effective date of the revised Terms, or the date indicated in the notice in case of material changes, constitutes your acceptance of the changes. If you do not agree to the change you are being notified of, your sole remedy is to cease using the Services and delete your account.

For material changes to the provisions stated in “Governing Law and Jurisdiction” and “Arbitration Agreement (Class Action Waiver; Opt-Out),” we will provide a notice at least 30 days before the changes take effect and will require you to affirmatively accept the revised provisions to continue using the Services. If you do not accept the revised provisions, you may opt out within 30 days after the effective date by sending written notice to legal@carternity.com; if you do, the dispute-resolution provisions in effect immediately before the change will continue to apply to disputes between you and the Company.

Terni; AI-Generated Guidance; Vehicle Repair and Safety Disclaimer

The Services include Terni, an assistant powered by artificial intelligence. Terni uses the information you provide, such as your vehicle’s identification number (“VIN”), vehicle details, chats, photos, and documents, together with technical, specification, maintenance, recall, and other information from other sources, to generate answers, step-by-step guidance, maintenance schedules, reminders, project checklists, and other content (collectively, “Outputs”). When you chat with Terni, you are interacting with an artificial-intelligence system, not a human.

TERNI IS AI-POWERED AND CAN MAKE MISTAKES. OUTPUTS ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY. NO ONE AT THE COMPANY INSPECTS YOUR VEHICLE, AND OUTPUTS MAY BE INACCURATE, INCOMPLETE, OUTDATED, OR NOT APPLICABLE TO YOUR VEHICLE’S MAKE, MODEL, YEAR, TRIM, CONDITION, OR MODIFICATIONS. OUTPUTS ARE NOT A SUBSTITUTE FOR INSPECTION, DIAGNOSIS, OR REPAIR BY A QUALIFIED MECHANIC, FOR THE MANUFACTURER’S OFFICIAL SERVICE DOCUMENTATION, OR FOR THE REQUIREMENTS OF APPLICABLE LAW.

Before performing any work, you are solely responsible for evaluating each Output, for deciding whether you have the skills, tools, and protective equipment the work requires, and for deciding whether and how to act on it. Choosing an experience level during onboarding adjusts how Terni presents information; it does not mean that any Output is safe or suitable for you. Take particular care with safety-critical systems and hazardous work, including brakes, steering, suspension, tires and wheels, airbags and other restraint systems, fuel systems, high-voltage systems of hybrid and electric vehicles, batteries, and lifting or supporting a vehicle. If you are in any doubt, consult a qualified mechanic, and do not disregard or delay professional advice because of anything you see in the Services.

Specification, maintenance-schedule, and recall information made available through the Services may be incomplete or out of date. Verify it with the manufacturer, an authorized dealer, or the vehicle recall authority in your country, such as the U.S. National Highway Traffic Safety Administration in the United States. Service reminders are a convenience and do not replace the manufacturer’s maintenance schedule or any inspection required by law.

You are responsible for complying with all laws that apply to your vehicle and to any work or modification you perform, including emissions, safety, roadworthiness, inspection, and registration requirements. Work and modifications may affect your vehicle’s manufacturer warranty, insurance coverage, and legal compliance. The Company does not provide legal advice and does not advise on whether any modification is lawful where you live. You must not use Outputs as evidence of a vehicle’s condition or history in support of any insurance or warranty claim, vehicle sale, or legal proceeding.

Outputs may reflect inaccuracies or biases, including as a result of the underlying data, the information you provide, or model limitations, and may be the same as or similar to Outputs the Services generate for other users. Outputs do not necessarily reflect the views of the Company.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ASSUME ALL RISK OF INJURY, DEATH, LOSS, AND DAMAGE TO PERSONS AND PROPERTY, INCLUDING YOUR VEHICLE, ARISING FROM ANY WORK YOU OR ANYONE ELSE PERFORMS ON A VEHICLE IN RELIANCE ON THE SERVICES.

Your Vehicle Information

You may add to your account vehicles that you own, lease, or are authorized to use or maintain, including, for business users, vehicles of customers who have authorized you to do so, and vehicles you are considering purchasing. For a vehicle you do not own, use only information you are lawfully permitted to use, such as information the seller has made available to you. You are responsible for the accuracy of the VIN and other information you provide about a vehicle, such as its specifications, mileage, and modifications (collectively, “Vehicle Information”). The quality of Outputs depends on that information.

You may upload photos and documents relating to your vehicle, such as service invoices and inspection reports. Before uploading, remove any information you do not want us to process, including personal information of other people, such as their names, addresses, or license plate numbers, unless you have the right to share it. Photos you add to your vehicle profile are visible only to you unless you choose to share them through the Community. We remove location information embedded in photos when you upload them.

License to Vehicle Information and Documentation

To the extent you own or hold any rights in or to your vehicle’s design, construction, or technical information, or to documentation relating to your vehicle, including owner’s manuals, service and repair manuals, technical bulletins, wiring diagrams, maintenance records, and similar materials (collectively, “Vehicle Documentation”), you hereby grant the Company a non-exclusive, worldwide, royalty-free license, sublicensable only to service providers acting on our behalf, to access, obtain, reproduce, store, process, analyze, and otherwise use Vehicle Documentation, whether you provide it to us or we obtain it from other sources, solely to provide the Services to you.

This license applies to each vehicle in your account and continues for as long as that vehicle remains in your account. It ends when you remove the vehicle or delete your account, except for processing already in progress and copies held in backups that are deleted in the ordinary course.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services, or any part of the Services, to (i) violate any applicable law or regulation, including the laws of the country, state, or locality in which you reside or use the Services; (ii) post, upload, or transmit profane, obscene, sexually explicit, or pornographic content, or content otherwise inappropriate for a general audience; (iii) harass, bully, threaten, defame, stalk, or intimidate any person; (iv) post or publicly share another person’s image, personal information, license plate number, or VIN without that person’s consent or another lawful basis; (v) impersonate the Company, another user, or any other person or entity; (vi) seek, provide, or promote instructions for tampering with or disabling emissions controls, odometers, VINs, or safety systems, for illegal modifications, or for stealing or unlawfully entering any vehicle; (vii) offer for sale or exchange any stolen, counterfeit, recalled, or unsafe part or product; (viii) reverse-engineer, decompile, or otherwise attempt to derive the source code of the Services, or scrape, data-mine, or use automated means to access the Services without our authorization; (ix) circumvent or manipulate any usage limit, balance of Credits (as defined below), security feature, or safeguard of the Services, including by attempting to cause Terni to disclose its instructions or to generate harmful content; (x) infringe or misappropriate the intellectual property or other rights of any person; or (xi) transmit unsolicited advertising, promotional material, or spam.

You further agree not to use the Services or any Output to develop, train, or improve any artificial-intelligence or machine-learning technology, or any product or service that competes with the Services.

Account Registration and Security

To use the Services, you must create an account. You may sign in using a one-time code sent to your email address, through a third-party sign-in service such as Google, or by another method we make available. You agree that all information you provide is true, accurate, current, and complete, and that you will keep it updated. You are responsible for maintaining the security of your email account and other sign-in credentials and for all activity that occurs under your account. We may offer additional security features, such as two-step verification; we encourage you to enable them, and you are responsible for doing so. You agree to notify us promptly of any unauthorized access to or use of your account.

We may temporarily suspend your access to any portion or all of the Services, without prior notice, if we reasonably determine that: (i) there is a threat or attack on the Services; (ii) your use of the Services disrupts or poses a security risk to the Services, to the Company, or to any other user; (iii) you are using the Services for fraudulent or illegal activity; or (iv) our provision of the Services to you is prohibited by applicable law. We will use commercially reasonable efforts to resume your access once the underlying issue is resolved, and we will have no liability for any loss you incur as a result of a suspension under this section.

Account Deletion and Termination

You may delete your account at any time through the account settings in the App or on the Website. When you delete your account, we will delete your personal information, including your Vehicle Information, chats, photos, and documents, as stated in our Privacy Policy. Copies held in backups and system logs are deleted in the ordinary course within the periods stated in our Privacy Policy. When you delete your account, we will also cancel any subscription we are able to cancel on your behalf. Subscriptions purchased through a third-party app store, such as the Apple App Store or Google Play, may continue to renew until you cancel them through that store. Before deleting your account, please check your app store account settings and cancel any active subscription. Unless applicable law requires otherwise, unused Credits and any remaining subscription period are forfeited when you delete your account.

We may suspend or terminate your account, and delete the associated content, at any time in our sole discretion, including if we believe you have violated these Terms or applicable law. We may modify, suspend, or discontinue the Services or any feature, in whole or in part, and will provide notice of a discontinuation that materially affects paid features. The sections of these Terms that by their nature should survive termination will survive, including the sections on ownership, licenses to the Company, disclaimers, limitation of liability, indemnification, governing law, and arbitration.

The Community; User Content

The Services include a community feature (the “Community”) that allows you to create a profile; post text, photos, and videos; comment on, react to, and rate posts; follow other users; join groups; send direct messages; and list vehicles, parts, and tools for sale or exchange (everything you post, list, or send through the Community, collectively, “User Content”). Community content is available to signed-in users. Your profile and certain posts may also be visible, in limited form, to visitors who are not signed in and may be indexed by search engines, as configured by your privacy and visibility settings. Direct messages are visible to their recipients.

You are solely responsible for the User Content you post, comment, list, send, or otherwise make available through the Community, and for ensuring that it complies with these Terms, including the Prohibited Uses and Community Guidelines, and applicable law. User Content reflects the opinions of the users who post it and not those of the Company. The Company does not pre-screen User Content, does not verify tips, instructions, or listings posted by users, and does not endorse any User Content or the views expressed in it. You post User Content at your own risk, and User Content may be viewed, copied, or used by others who view it.

Community Guidelines

When using the Community, you agree to (i) be respectful of other users and refrain from profanity, insults, personal attacks, and hateful or discriminatory content; (ii) post only content you have the right to post, and obtain the consent of any identifiable person shown in a photo or video before posting it; (iii) not post another person’s license plate number, VIN, contact details, or other personal information without their consent; (iv) not post instructions or encouragement for dangerous or illegal work, including any activity described in clause (vi) of “Prohibited Uses”; (v) disclose any commercial relationship you have with a product, business, or seller you mention; (vi) keep listings accurate and complete, list only items you own or are authorized to sell, and state whether you are selling as a private individual or as a business; and (vii) not post spam, chain messages, or off-topic promotion. You may report content or conduct that you believe violates these Terms using the in-App reporting tools or by contacting us at legal@carternity.com.

Ownership of Your Content; License to the Company

As between you and the Company, you retain all ownership rights in the User Content, Vehicle Information, chats, photos, documents, and other content you submit through the Services (collectively, “Your Content”). You grant the Company a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, process, analyze, adapt (for example, to format content or remove embedded metadata), display, and distribute Your Content to provide the Services to you, to make User Content available to other users and visitors as configured by your settings, to operate, improve, and develop the Services, and to disclose Your Content to third parties, in each case as stated in our Privacy Policy. This license ends when you delete the applicable content or your account, except to the extent copies have been viewed, shared, or archived by other users before deletion, or as stated in our Privacy Policy.

Subject to these Terms, you may use Outputs generated for you for your personal purposes or for the internal purposes of your business, but you acquire no ownership or other rights in any Output.

Moderation; Reporting; Copyright Complaints

We may review, moderate, remove, or restrict access to any User Content, and may suspend or terminate the account of any user, at our sole discretion and without prior notice, including where we determine that content or conduct violates these Terms, is unlawful, or may harm the Company, other users, or third parties. Where required by applicable law, we will inform you of the reasons for a decision to remove or restrict your User Content or account and of the available means of redress. We may cooperate with law enforcement or respond to court orders requesting the disclosure of information about anyone posting content through the Services.

If you believe that content available through the Services infringes your copyright, you may send a notice to our designated copyright agent at Copyright Agent, Carternity Inc., 8 The Green, Suite 13701, Dover, DE 19901, legal@carternity.com, that includes the information required by 17 U.S.C. § 512(c)(3). We will terminate, in appropriate circumstances, the accounts of users who repeatedly infringe the rights of others.

Marketplace; Transactions with Sellers

The Services may include a marketplace (the “Marketplace”) where users and businesses, including Third-Party Providers, may list vehicles, parts, tools, and services and contact each other (each person or business that lists an item, a “Seller”). Each listing states whether the Seller is a business or a private individual, based on the Seller’s own declaration. The Company is not a party to, and does not process payments for, any transaction between you and a Seller. We do not inspect, verify, or guarantee any listed item or the identity, conduct, or ability to pay of any user or Seller, and we are not responsible for the quality, safety, legality, compatibility, or delivery of any item. Any transaction, and any dispute arising from it, is solely between you and the Seller. Consumer-protection rights that apply to purchases from businesses generally do not apply to purchases from private individuals. Businesses that list items in the Marketplace must also accept our separate terms for business sellers.

Parts & Tools; Third-Party Providers

The Services may display information about, and links to, parts, tools, and services offered by third-party sellers and service providers (each, a “Third-Party Provider”). This information is provided for your convenience only. The Company is not the seller and is not a party to any transaction between you and a Third-Party Provider. Prices, availability, delivery, returns, and warranties are governed solely by the Third-Party Provider’s own terms, and any claim relating to a product or service, including a claim that a part is defective, must be made against that Third-Party Provider.

THE COMPANY MAKES NO WARRANTY OR REPRESENTATION AS TO THE QUALITY, SAFETY, FITNESS FOR A PARTICULAR PURPOSE, OR COMPATIBILITY WITH YOUR VEHICLE OF ANY PRODUCT OR SERVICE OF A THIRD-PARTY PROVIDER, AND IS NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR DEALINGS WITH A THIRD-PARTY PROVIDER. VERIFY COMPATIBILITY USING YOUR VIN OR THE MANUFACTURER’S PART NUMBER BEFORE PURCHASE.

We may receive commissions, referral fees, or other compensation from Third-Party Providers, including when you click a link or make a purchase, and Third-Party Providers may pay for prominent placement. Paid placements are labeled as sponsored. Unless labeled as sponsored, offers are ordered based on factors such as relevance to your vehicle and search, compatibility, price, and availability.

Third-Party Services and Integrations

The Services rely on and may integrate with third-party products and services, including cloud hosting and infrastructure, artificial-intelligence processing, sign-in and authentication services, analytics, transactional email and push-notification delivery, payment processing, and vehicle-data sources such as VIN-decoding and recall databases (each, a “Third-Party Service”).

THE COMPANY DOES NOT OPERATE, CONTROL, OR ENDORSE ANY THIRD-PARTY SERVICE AND IS NOT RESPONSIBLE OR LIABLE FOR THE AVAILABILITY, ACCURACY, CONTENT, PRACTICES, OR SECURITY OF ANY THIRD-PARTY SERVICE, OR FOR ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF, OR INABILITY TO USE, A THIRD-PARTY SERVICE.

Each Third-Party Service you use directly, such as a sign-in service, is governed by that provider’s own terms of service and privacy policy, and not by these Terms. By choosing to use such a Third-Party Service through the Services, you agree to be bound by that provider’s own terms and privacy policy, and you authorize the exchange of data between that provider and the Services as necessary to enable the integration.

Advertisements

The Company may display advertising, sponsored content, or promotional content from the Company or from third parties, including business partners and Third-Party Providers, within the Services. Advertising may be personalized as described in our Privacy Policy. UNLESS OTHERWISE EXPLICITLY STATED TO THE CONTRARY, THE COMPANY IS NOT RESPONSIBLE FOR THE CONTENT OF ANY ADVERTISEMENT OR FOR THE PRODUCTS OR SERVICES OF ANY ADVERTISER, AND THE INCLUSION OF AN ADVERTISEMENT DOES NOT CONSTITUTE OUR ENDORSEMENT OF THE ADVERTISER OR ITS PRODUCTS OR SERVICES. Any dealing you have with an advertiser found through the Services, including your participation in promotions or purchase of goods or services, is solely between you and that advertiser.

Plans, Credits, and Fees

We may offer a free plan and one or more paid subscription plans. Use of Terni and certain other features consumes units of usage that we make available under our plans or for separate purchase (“Credits”). The number of Credits a task consumes depends on its nature and complexity, and you can view your Credit balance in the App. Each plan may include a number of Credits and access to certain features, such as the number of vehicles or projects you can manage. The features, prices, and Credit allowances of each plan, and the terms of any Credits purchased separately, are stated in the App or on the Website at the time of purchase.

Paid subscriptions renew automatically at the end of each billing period at the then-current price until you cancel. You may cancel at any time through your account settings or, for purchases made through the Apple App Store or Google Play, through that store; cancellation takes effect at the end of the current billing period. Purchases made through an app store are billed by and subject to the terms of that store, including its refund policies. Other purchases are processed by our third-party payment processor. Except as required by applicable law or stated at the time of purchase, fees are non-refundable, and Credits have no cash value, are not transferable, and may expire as stated at the time of purchase.

We may change our plans, prices, Credit allowances, and the number of Credits that tasks consume. We will notify you before any price increase for your subscription takes effect, and the change will apply from your next billing period. You are responsible for all taxes associated with your purchases, other than taxes on our income.

Intellectual Property Rights; Feedback

The Services and all content, features, and functionality made available through the Services, other than Your Content, are owned by the Company, its licensors, or other providers and are protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your personal purposes or for the internal purposes of your business. Except as expressly permitted, you must not reproduce, distribute, modify, create derivative works of, publicly display, republish, or transmit any material from the Services.

If you submit feedback, comments, or suggestions about the Services, including through the in-App “Feedback” feature (“Feedback”), you hereby assign to the Company all right, title, and interest in and to that Feedback, and the Company may use, reproduce, modify, and otherwise exploit the Feedback for any purpose, without any obligation or compensation to you. If such an assignment is not effective under applicable law, you instead grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully transferable and sublicensable license to use, reproduce, modify, and otherwise exploit the Feedback for any purpose.

Aggregated and De-Identified Data

The Company owns all aggregated, anonymized, or de-identified data and statistics that the Company derives from information collected through the Services, including from Vehicle Information, chats, User Content, and other information you provide. Such data does not include VINs or license plate numbers. The Company may use, disclose, and otherwise exploit that data for any lawful business purpose, including to improve and develop the Services and to describe or promote the Services to others, without any obligation or compensation to you, provided that such data does not identify you. We will not attempt to re-identify such data, except to test our de-identification processes, and we will require any recipient of it not to do so.

Third-Party Links

The Services may contain links to third-party websites or resources provided for convenience only. We do not control and are not responsible for the content of those sites, and your use of any linked site is at your own risk and subject to that site’s own terms.

Apple App Store and Google Play Terms

If you download an App from the Apple App Store, the following also applies: (i) these Terms are between you and the Company only, and not with Apple Inc. (“Apple”), and the Company, not Apple, is solely responsible for the App and its content; (ii) your license to use the App is limited to use on Apple-branded products that you own or control, as permitted by the usage rules in the Apple Media Services Terms and Conditions; (iii) Apple has no obligation to provide any maintenance or support for the App; (iv) if the App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, of the App, and, to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the App; (v) Apple is not responsible for addressing any claim by you or any third party relating to the App or your possession or use of it, including product-liability claims, claims that the App fails to conform to any legal or regulatory requirement, and claims arising under consumer-protection, privacy, or similar laws; (vi) Apple is not responsible for the investigation, defense, settlement, or discharge of any claim that the App or your possession and use of it infringes a third party’s intellectual property rights; (vii) you state that you are not located in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; (viii) you must comply with applicable third-party terms when using the App; and (ix) Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. If you download an App from Google Play, your use of the App is also subject to the Google Play Terms of Service.

Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, OUTPUTS, USER CONTENT, AND ANY ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES, OR THAT ANY OUTPUT, SPECIFICATION, MAINTENANCE SCHEDULE, RECALL INFORMATION, OR USER CONTENT WILL BE ACCURATE, COMPLETE, SAFE, OR SUITABLE FOR YOUR VEHICLE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, OR FOR ANY DAMAGE TO ANY VEHICLE OR OTHER PROPERTY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING ANY RELIANCE ON AN OUTPUT OR USER CONTENT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF FORESEEABLE. EXCEPT FOR AMOUNTS YOU OWE US, IF ANY, OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF $100 AND THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING, WHERE APPLICABLE LAW SO PROVIDES, LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and their respective officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) your violation of these Terms; (ii) Your Content or your use of the Services; (iii) any work you or anyone acting for you performs on any vehicle; (iv) any transaction between you and another user or a Third-Party Provider; or (v) your violation of any right of another person, including any right of privacy or publicity. This section does not apply to the extent applicable consumer-protection law prohibits it.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms, and any dispute or claim arising from or related to them (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law provision. If you are a consumer resident outside the United States, this section does not deprive you of the protection afforded by any mandatory provision of the law of your country of habitual residence that cannot be waived by agreement.

Arbitration Agreement (Class Action Waiver; Opt-Out)

This Arbitration Agreement applies to any and all past, present, and future disputes, claims, or controversies arising out of or relating to these Terms, the Services, our Privacy Policy, our data and privacy practices, or your relationship with the Company, whether sounding in contract, tort, statute, fraud, misrepresentation, or any other legal theory. The parties expressly intend that this Arbitration Agreement extend to, and the Class Action Waiver expressly applies to, any claim arising under the California Invasion of Privacy Act, Cal. Penal Code §§ 630–638; the federal Electronic Communications Privacy Act, 18 U.S.C. § 2510 et seq.; the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., to the extent it permits private claims; and any analogous state or federal privacy, wiretapping, data-security, or consumer-protection statute. The arbitrator, and not any court, has exclusive authority to decide any dispute over the formation, scope, applicability, enforceability, or waiver of this Arbitration Agreement, including any such dispute arising under any privacy or data-security statute, except that a court of competent jurisdiction will decide any challenge solely to the enforceability of the Class Action Waiver.

This Arbitration Agreement applies only to the extent permitted by the law of your country or state of residence. If you are a consumer resident outside the United States and mandatory arbitration of consumer disputes is not enforceable against you under the law of your country of residence, this Arbitration Agreement does not apply to you to that extent, and nothing in it limits any non-waivable right you have to bring a claim before a court or regulator in your country of residence.

If we are unable to resolve a dispute informally, you and the Company each agree to resolve disputes through final and binding arbitration or in small-claims court instead of in courts of general jurisdiction.

YOU UNDERSTAND AND AGREE THAT, BY USING THE SERVICES, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.

Before filing a claim, you agree to make a good-faith effort to resolve the dispute informally by contacting legal@carternity.com. If the dispute is not resolved within 30 days, either party may commence arbitration.

Arbitration will be administered by the American Arbitration Association (“AAA”) under its applicable rules, including the Supplementary Procedures for Consumer-Related Disputes, as modified by this section. The AAA’s rules and forms are available at www.adr.org. The arbitration will be held in Delaware or another mutually agreed location. If the value of the relief sought is $10,000 or less, either party may elect to have the arbitration conducted by telephone or based solely on written submissions.

Bellwether Procedure. If 25 or more arbitration demands of a substantially similar nature are filed by claimants represented by the same counsel or coordinated counsel within a 30-day period, then, at the Company’s election, the parties shall proceed under a bellwether procedure. The Company will identify 5 bellwether cases and the counsel or coordinated counsel another 5 for individual arbitration for the total of 10 bellwether cases which should run in parallel. If the counsel or coordinated counsel do not select the 5 bellwether cases within 30 days of being requested by the Company to do so, the Company shall select them instead. Once each bellwether case is concluded by final award or settlement, the parties shall participate in a mandatory mediation in which the parties will use good-faith efforts to resolve the remaining cases on the basis of the bellwether outcomes. If mediation does not resolve any remaining case within 60 days of conclusion of the final bellwether, that case shall proceed individually under the otherwise-applicable provisions of this Arbitration Agreement. All non-bellwether arbitration filings, fees, and timelines shall be tolled and stayed pending the mediation contemplated by this paragraph.

Batched Arbitration. If the Company does not elect the bellwether procedure described above, the Company may elect to proceed under a batched-arbitration procedure. Under that procedure, the cases shall be administered in batches of up to 100 cases per batch, with a separate arbitrator appointed to each batch and the AAA’s then-current Mass Arbitration Supplementary Rules to govern. Filing fees and arbitrator compensation shall be administered on a per-batch basis rather than per individual case, in the manner provided by the AAA Mass Arbitration Supplementary Rules. The parties shall cooperate with the AAA in the orderly administration of any batched arbitration. Any failure or refusal of a claimant to participate in the orderly administration of a batched arbitration is grounds for the AAA to dismiss that claimant’s case for failure to prosecute.

Election Between Procedures. The Company shall make any election under the Bellwether Procedure or Batched Arbitration provisions of this Section in writing to AAA and to claimants’ counsel within 45 days of the Company’s receipt of the 25th substantially similar arbitration demand. If the Company does not so elect within 45 days, the cases shall proceed individually under the otherwise-applicable provisions of this Arbitration Agreement.

Carve-outs. Nothing in this Section precludes either party from (a) bringing an individual action in small-claims court so long as it remains in such court and is brought on an individual basis only; (b) pursuing enforcement action through a government agency or seeking the assistance of a regulator; (c) seeking injunctive or other equitable relief in a court of law in aid of arbitration or to preserve the status quo pending arbitration; (d) filing suit in a court of law to address an intellectual property infringement claim; (e) bringing a claim alleging a sexual-assault dispute or sexual-harassment dispute, as those terms are defined in 9 U.S.C. § 401, in which case the claimant may elect to proceed in court notwithstanding this Arbitration Agreement; or (f) seeking public injunctive relief on behalf of the general public to the extent such relief cannot be waived under applicable law. With respect to clause (f), if a claim for public injunctive relief and a claim for individual relief are asserted in the same proceeding, the claim for public injunctive relief shall be severed from the individual claim, the individual claim shall proceed in arbitration in accordance with this Section, and the public injunctive relief claim may proceed in a court of competent jurisdiction.

Fees. The Company shall pay the costs mandated by AAA’s Consumer Arbitration Rules and Mass Arbitration Supplementary Rules. If the arbitrator determines, after a written submission by either party, that a claim or counterclaim is frivolous within the meaning of Federal Rule of Civil Procedure 11(b) (or analogous standard under applicable law), the arbitrator may award the prevailing party its reasonable attorneys’ fees and costs incurred in connection with that frivolous claim or counterclaim. Each party shall otherwise bear its own attorneys’ fees and costs unless the substantive law governing the claim provides for fee-shifting, in which case the arbitrator shall apply the applicable fee-shifting standard. Nothing in this Section is intended to limit your statutory right to recover fees and costs under any applicable consumer-protection or privacy statute.

CLASS ACTION WAIVER. CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

OPT-OUT. YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT WITHIN 30 DAYS AFTER THE DATE YOU FIRST AGREE TO THESE TERMS BY SENDING WRITTEN NOTICE TO LEGAL@CARTERNITY.COM THAT INCLUDES YOUR FULL LEGAL NAME, EMAIL ADDRESS, AND A STATEMENT THAT YOU WISH TO OPT OUT OF ARBITRATION.

Severability

Except as provided otherwise in this section, if any part of this section is found unenforceable, the remainder will continue to apply. If the Class Action Waiver is found unenforceable, this entire section is null and void, and any dispute will be resolved in a court of competent jurisdiction.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED, EXCEPT WHERE A LONGER PERIOD IS MANDATED BY APPLICABLE LAW.

International Users

If you are a consumer resident in the European Economic Area, the United Kingdom, or Switzerland, the following also applies, and prevails over any conflicting provision of these Terms: (i) nothing in these Terms limits any right you have under mandatory consumer-protection law of your country of residence, including statutory rights relating to the conformity of digital content and digital services; (ii) the limitations and exclusions of liability in these Terms do not apply to liability for intent or gross negligence, for death or personal injury, under product-liability law, or for any other liability that cannot be limited under applicable law; (iii) where we are liable for ordinary negligence, our liability is limited to damages that were foreseeable when you accepted these Terms and that typically arise from a breach of an obligation essential to the provision of the Services; (iv) you may bring proceedings arising out of or relating to these Terms in the courts of your country of residence; and (v) you may have a statutory right to withdraw from a purchase within 14 days. If you purchase a subscription or Credits and ask us to begin providing them immediately, you expressly request immediate performance and acknowledge that you lose your right of withdrawal, to the extent permitted by law, once the purchased services have been fully provided or, for Credits, once you have used them.

Users and authorities may contact us about the Services, including under Regulation (EU) 2022/2065 (the Digital Services Act), at legal@carternity.com. We communicate in English and Polish. You may report content you consider illegal using the in-App reporting tools or by contacting us at that address.

Miscellaneous

Notices. We may provide notices to you by email, in-App message, or posting on the Website. Formal notices to us must be sent to legal@carternity.com and to Carternity Inc., 8 The Green, Suite 13701, Dover, DE 19901.

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

Waiver; Severability. No waiver of any term of these Terms is a further or continuing waiver of that term or any other term. If any provision of these Terms is held invalid or unenforceable, that provision will be limited to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Entire Agreement. These Terms, together with our Privacy Policy and any terms presented to you at the time of a purchase, constitute the entire agreement between you and the Company regarding the Services and supersede all prior understandings and agreements, written or oral, regarding the Services.

Language. These Terms are drafted in English. If we provide a translation, the English version prevails to the extent permitted by applicable law.

Contact Information. The Services are operated by Carternity Inc., 8 The Green, Suite 13701, Dover, DE 19901. Questions about these Terms may be directed to legal@carternity.com.