Certified Collision Care Terms and Conditions

The following general "Terms and Conditions" or "Agreement" covers several optional programs offered through OEConnection LLC, through its Certified Collision Care division (referred to as "OEC" or "Certified Collision Care"). These Terms and conditions are subject to change without notice. By enrolling for Certification (defined below) you represent you have the authority to legally bind the repair shop for which the Certification is requested (together "you" or "shop") and will ensure the shop and all those employed by such shop will abide by this Agreement and the included Code of Ethics.

1. Certification Programs

Upon your election to enroll and participate in Certified Collision Care Certification and OEM Certification-Recognition programs that may be made available to you from time to time and for which you are awarded Certification, you agree to these terms and conditions and associated end user agreement or OEM specific terms and conditions, if applicable. Your Certification is specific to you and is not transferable. Should you experience a buy-sell event, please contact OEC via email at: customerserviceCRN@oeconnection.com and we will work through an assignment and re-audit process with you. You agree to adhere to the CPN "Code of Ethics" available on the CPN website and recognize that any violations may result in suspension, termination, or cancellation of your Certification-Recognition status and loss of any related benefits, rebate rewards, and the rights to market/advertise or promote your Certification-Recognition status including all signage and use of applicable logos, badges and program name(s). You grant permission for, if and as applicable for, related 3rd parties to share proof of compliance for certification recognition requirements, this includes I-CAR training status from I-CAR, third party CSI results from companies that may share data with CPN in aggregate format and utilized in reporting, dashboards and marketing. You authorize sharing aggregate information with participating OEMs. Some OEM Certifications or recognition programs may require a dealership sponsor from an authorized dealer to be eligible to participate in their program and/or utilize any marketing or training programs. You grant permission for a Certified Collision Care inspector-auditor to inspect or re-inspect your facility at any time during your term of Certification to validate proof of compliance as necessary (at no additional charge). OEC reserves the right to refuse products or services to any business for any reason without notice. All applications are pre-screened to determine suitability to receive Certification. If during this review, any business is determined not to be a suitable candidate, the application will be rejected without notice or reason provided. Enrollments that are cancelled due to not completing Certification within 12 months may re-apply, however the business is not guaranteed to be accepted. The business would be subject to the pre-screening process to determine current eligibility. Any collision business that has been terminated due to violations of the Certified Collision Care Code of Ethics is not eligible to re-enroll in the program.

2. Fees.

A Certification fee set forth during your enrollment is invoiced upon your enrollment. You will provide payment information to OEC's authorized payments provider, a third party that will collect payment from you at OEC's direction. Except as otherwise provided in this agreement, all fees are non-refundable. Certification and signage will not be provided until OEC receives your Certification Fee in full. You shall pay the Certification Fees within 30 days of the date of each invoice in CAN Dollars. A late charge of one and one-half percent (1.5%) per month (or part of a month), or the maximum rate permitted by applicable law, whichever is less, will be assessed for all overdue amounts. Official Recognition or Certification by any name provided as an integral part of the Certified Collision Care program may carry additional fees, requirements, and/or obligations. Each is an elective program that you may select or choose to opt-out of at your discretion.

3. Term and Termination.

The term of this Agreement shall commence on the date you are awarded Certification and continues for 12-months thereafter. Notwithstanding anything to the contrary herein, OEC may cancel this Agreement upon 30 days' notice for any reason or for no reason at, including but not limited to as a result of any reasonable and substantiated consumer complaint(s) regarding any unfair, deceptive or fraudulent business practices at its own discretion. No Certification fee refunds will be issued if your certification status is terminated or cancelled due to any reasonable consumer complaint(s). In the event of such cancellation by OEC, OEC shall have no liability to You. You may not cancel or otherwise terminate this Agreement during its terms, except as expressly set forth in this Agreement. Upon expiration, suspension or termination, you agree to discontinue any and all display or use within your sales, marketing and promotions and return all signage and any materials provided to Certified Collision Care via prepaid shipment to: customerserviceCRN@oeconnection.com

4. Renewal.

You will receive a notice of renewal outlining the current market rate for your Certified Collision Care and applicable OEM re-Certification. This Agreement will automatically renew your Certification term for an additional 12-month period, unless you provide written notice of cancellation no less than 30 days prior to your expiration date. You will be invoiced and your approved method of payment (i.e. credit card or ACH), will be automatically billed at the current market rate for your Certified Collision Care re-Certification unless you provide notice of cancellation no less than 30 days prior to your expiration date (email acceptable). Email: customerserviceCRN@oeconnection.com

5. Certification & Recognition Signage.

Automaker Certification and Recognition signage is reserved for building interior use only. Placement of any signage outside of your collision repair facility or in outward facing window displays is strictly prohibited. Certified Collision Care Certification signage may be used on your property's interior or exterior in accordance with the terms and conditions of your certification. Certification is based upon annual renewals and inspections. Failure to renew your certification by your expiration date will require you to discontinue use of any Certified/Recognized signage and/or logos until your Certification is fully reinstated. The Certified Collision Care Sign, Trademark and Logos are property of OEC and may be displayed at this location according to the terms and conditions of certification. All Signs, Trademarks and Logos must be surrendered upon demand. All OEM, and Supplier, Insurer and Strategic Partner Signs, Trademarks and Logos are the property of the respective OEM, and may be displayed at this location according to the terms and conditions of certification and the individual owner of the Sign, Trademark or Logos. All Signs, Trademarks and Logos must be surrendered upon demand. Shops continuing to display Signs, Trademarks and Logos of either Certified Collision Care or any other OEM, after their Certification has been cancelled is infringing on these trademarks and will be pursued via all available legal means. If it becomes necessary for Certified Collision Care to dispatch an agent to remove signs, the shop will be assessed a $250 non-refundable fee. Shops not complying with OEC requests to stop infringing on OEM Signs, Trademarks and Logos will be turned over to the OEM, brand enforcement divisions to pursue via their own legal means.

6. Data Collection and Privacy.

Throughout the Certification process, your personal information remains private, privileged, and protected. Any personal information you submit, including usernames, passwords, contact names, addresses, phone numbers, email addresses, are treated as confidential material. No third party may capture, data-mine, or use this data in any way without your specific authorization. Your personal information is not shared with any unauthorized third party. As part of our Certification programs, you are required to report certain key performance indicators and estimate, repair order, and customer satisfaction data. Certified Collision Care, as the administrator of these programs, will supply you with special software to process your repair order and estimate data (EMS) automatically, but may utilize third party services to update and/or install the dataMANAGER application, if such dataMANAGER is required. To this end, while the data remains yours and your data privacy is maintained, you are authorizing Certified Collision Care and/or our designated agent to install the specific software and data connector software (dataMANAGER) for managing and processing your estimate and repair order data for reporting to Certified Collision Care and the participating vehicle manufacturers for purposes described under the Certification program rules. As part of the services Certified Collision Care offers Members and Certified shops, by your election and decision to participate in a specific data management service, your data will be maintained in your dataSAFE account and safeguarded in a cloud-based data warehouse allowing you to maintain possession of your historical data. Further, you may elect to use an additional data management service (dataIQ) to process, analyze, generate reports, view KPI benchmarks, and utilize your data in other forms as you choose. You will have exclusive access to your data, but only your data. Except on an aggregated or anonymized basis, which is permitted, your data will not be accessible by any other entities or shared with any other third-party entities without your direct and explicit consent (e-signature). To the extent permitted by applicable law, you authorize Certified Collision Care and/or our designated agent to use this data to compile aggregated regional, national, or other specific statistical information. This data is intended to improve, monitor, and track your performance metrics. It is presented only in aggregate and does not reveal your specific shop's information or performance metrics to others without your permission.

7. OEC Confidential Information.

In the course of your use of any Services, in whole or in part, you may be provided with or have access to certain confidential information of OEC and/or its affiliates, suppliers, partners, data providers and/or licensors. Such confidential information is any information about or related to the Services or OEC's business that is not publicly available when you receive it and which we treat as being confidential, whether marked as confidential or not (collectively, "OEC Confidential Information"). You shall take any and all steps and precautions that may be reasonably required to maintain the confidentiality of the OEC Confidential Information, and you shall not use or disclose or provide access to, or transfer or otherwise make available any OEC Confidential Information to any third party except as expressly permitted by OEC in a writing. You may disclose OEC Confidential Information only to those employees of yours who have a genuine need to know such OEC Confidential Information in order for you to comply with this Agreement, provided you first ensure that such employees are bound by written confidentiality agreements containing terms as protective of such OEC Confidential Information as the protections afforded to such OEC Confidential Information under this Agreement. You further acknowledge and agree that all Services were developed at considerable time and expense by us and are confidential to, and contain trade-secrets of, OEC or our suppliers, Data Providers partners and/or licensors.

8. LIMITATION OF LIABILITY

IN ADDITION TO ANY OF THE LIMITATIONS OF THE REMEDIES DESCRIBED IN THIS AGREEMENT OR ANY ADDENDUM, AS PERMITTED BY LAW OEC'S ENTIRE LIABILITY TO YOU FOR ANY CLAIM WHATSOEVER, REGARDLESS OF FORM, SHALL BE LIMITED TO ACTUAL DAMAGES, NOT TO EXCEED THE AMOUNT PAID IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS TO OEC BY YOU FOR THE SERVICES. IN NO EVENT SHALL OEC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY OTHER DAMAGES WHATSOEVER ARISING FROM THE USE OR PERFORMANCE OF ANY SERVICE OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, ENHANCED OR SPECIAL DAMAGES OF ANY KIND OR LOST PROFITS, LOSS OF BUSINESS, LOSS OF REPUTATION, LOSS OF USE, OR LOSS OR CORRUPTION OF DATA, WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, OR FOR ANY DAMAGES CAUSED OR ARISING FROM CLAIMS, LOSSES, LIABILITY, DAMAGES, PERSONAL INJURIES, PROPERTY DAMAGE, DEATH OR EXPENSES BASED UPON, ARISING FROM, IN CONNECTION WITH OR RELATED TO THIS AGREEMENT. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION ARE A FUNDAMENTAL PART OF THIS AGREEMENT AND ENABLE OEC TO PROVIDE PRODUCTS AND SERVICES TO YOU FOR THE AMOUNTS AGREED UPON BY THE PARTIES, AND APPLY REGARDLESS OF WHETHER THE RELEVANT LOSS OR DAMAGE SUFFERED OR INCURRED BY YOU WERE FORESEEABLE, WHETHER OR NOT ANY PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE RELEVANT CLAIM IS BASED, AND ARE INTENDED TO APPLY EVEN IF AN EXCLUSIVE REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9. WARRANTIES DISCLAIMER

ALL SERVICES, SOFTWARE, DOCUMENTATION, AND ANY THIRD-PARTY SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY OTHER WARRANTIES OF ANY KIND. OEC HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES REGARDING SECURITY, CURRENCY, CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILITY WITH RESPECT TO THE SERVICES. OEC does not in any way guarantee the quality, data, content, artistic worth, or legality of information, content, goods or services that are transferred, received, purchase, or otherwise made available or obtained by You. To the extent any jurisdiction does not allow the exclusion of certain warranties, some of the above exclusions do not apply.

10. Force Majeure.

Notwithstanding any other provision in this Agreement, OEC shall not be in default or breach of this Agreement, in whole or in part, for any failure to fulfill our obligations or any suspension or discontinuation of any Service due to or contributed to by causes beyond our reasonable control, or any fire, flood, epidemic, governmental action, earthquake, explosion, labor disruptions, supplier failures, act of God or of public enemy, riot or civil disturbance, war (declared or undeclared), terrorist threat or activity or any law, order or regulation or court order, interruptions or failures of telecommunications and networks, computer viruses and other harmful components, any actions or inactions of you or any third party, including a breach of this Agreement by you or your breach of any terms of use of OEC's relevant cloud provider, your equipment, your software or other technology, third party equipment, third party software or other technology, attacks by hackers, or governmental restrictions.

11. Miscellaneous.

This Agreement shall be governed by the laws of the state of Ohio without regard to conflicts of law provisions. Notices shall be provided via email return confirmation required to the email provided by You to OEC or as set forth in this Agreement. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision. No waiver shall constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. The parties are independent contractors. This Agreement shall not be construed to create a partnership, joint venture, employment or agency relationship between the parties. This Agreement constitute the entire contract between the parties. The Services are available only to individuals who are at least 18 years of age and have otherwise achieved the age of majority in the applicable jurisdiction so as to be able to legally agree to this Agreement. You represent and warrant to OEC that all registration and other information you submit or provide to OEC, is correct, accurate and truthful, and that you have the rights to provide such information to us.

12. Code of Ethics: To obtain and retain your Certification, shop agrees, it will:

• Provide consumers with respectful, professional, and courteous service.
• Ensure all staff are trained to give customers the best care possible.
• Operate as a trusted advisor to ensure that the consumer is provided with the proper recommendations and knowledge to help protect them from being taken advantage of during the claims and repair process.
• Use the highest quality paint and materials and state-of-the-art techniques to ensure the proper fit and finish of every vehicle we repair.
• Ensure all technical staff has been fully trained to repair the vehicle to its manufacturer's specifications.
• Employ systems, policies and practices to ensure consumers, insurers, and any others are never overcharged.
• Always deliver what we promise.
• Never substitute alternative or inferior parts on a consumer's car without their expressed consent to do so and never where it may affect safety or the operation of the vehicle.
• Work cooperatively with insurers and other 3rd parties to ensure the most efficient, proper and safe repair and always keep the consumer's best interest above any other agreements.
• Maintain the highest integrity, ethics, morals and business practices to exemplify the best-in-class service.