Service Agreement

MASTER SERVICES AGREEMENT CLUTCH AUTO REPAIRS LLC

This MASTER SERVICES AGREEMENT (this “Agreement”) is entered into by and between the individual or entity receiving vehicle repair or maintenance services ("Customer") and the independent mechanic providing such services ("Mechanic"). Clutch Auto Repairs LLC ("Clutch Auto"), an Indiana limited liability company, facilitates the connection between Customers and Mechanics via its online platform (the "Platform"). Clutch Auto is not a party to this Agreement but is a third-party beneficiary with certain rights as outlined below. 1. Scope of Services. Mechanic agrees to provide vehicle repair and maintenance services as requested by Customer through the Platform (the "Services"). Any changes to the agreed-upon Services must be documented and authorized through the Platform. Unauthorized modifications or deviations from the agreed-upon Services shall be at the sole risk of Mechanic and Customer. Customer acknowledges that all Services are provided by independent Mechanics and not by Clutch Auto. Customer and Mechanic agree that the Platform merely facilitates the transaction and does not warrant, oversee, or guarantee the quality of Services provided. Clutch Auto does not screen, endorse, or supervise Mechanics and makes no representation or warranties regarding their skills, licensing, competence, or background. Customers acknowledge that they are solely responsible for selecting and engaging Mechanic and assume all risks associated with such engagement. 2. Non-Agency and Independent Status. Clutch Auto serves solely as a technology provider facilitating connections between Customers and Mechanics. As such: a. Clutch Auto is not an employer, partner, joint venturer, or agent of any Mechanic or Customer. b. Clutch Auto does not direct, control, or oversee Mechanics in performing Services and does not guarantee work quality or service completion. c. Mechanics are independent contractors responsible for their own business operations, including taxes, insurance, and compliance with all laws. d. Clutch Auto disclaims all liability for any damages, losses, injuries, or disputes arising between Customers and Mechanics. Clutch Auto is not responsible for warranties, representations, or guarantees made by Mechanics and does not intervene in service disputes beyond its internal mediation process. e. Clutch Auto reserves the right to suspend or terminate access to the Platform for any Customer or Mechanic found to be in violation of its terms or policies. f. Clutch Auto shall not be liable for any unauthorized modifications or Services performed beyond what was agreed upon within the Platform. 3. Mechanic’s Responsibilities. Mechanic shall: a. Perform Services in a professional and workmanlike manner consistent with industry standards. b. Comply with all service quality standards and requirements outlined in their Mechanics Contractor Agreement, including maintaining valid licenses, permits, and insurance coverages c. Use only new, OEM, or Clutch Auto-approved parts unless otherwise agreed in writing with the Customer. d. Not exceed any service estimate without the prior written approval of the Customer. e. Be solely responsible for any warranties they provide on labor and parts. f. Document services provided, including before-and-after photos and written summaries, to ensure transparency and clarity for both parties. 4. Customer’s Responsibilities. Customer shall: a. Provide accurate information regarding their vehicle and service needs. b. Authorize all work in writing before Mechanic commences the Services. c. Make full payment for all agreed-upon Services in accordance with the payment terms outlined in the Platform. d. Acknowledge that Mechanics, not Clutch Auto, are responsible for all warranties related to the Services, and Clutch Auto does not provide any service guarantees. e. Understand that Mechanics are required to maintain insurance coverage their their agreement with Clutch Auto, but Clutch Auto does not provide coverage for service-related claims. Customer acknowledges that Mechanic, not Clutch Auto, is responsible for any warranties related to the Services and any work performed. Customer shall not unduly interfere with Mechanic’s work and shall provide a safe environment for the performance of the Services. 5. Payment and Fees. Payments shall be processed through the Platform and are subject to the Platform’s fees and policies. Clutch Auto may deduct transaction or processing fees as outlined in its terms of service. Customers must raise disputes within the Platform and within seven (7) days of service completion for Clutch Auto to process any claims or withholding of payments. Clutch Auto may withhold disputed payments until resolution, and refunds or chargebacks related to a Mechanic’s work may be deducted from future payouts to the Mechanic, as outlined in their separate agreement. 6. Indemnification. a. Customer Indemnification. Customer agrees to indemnify, defend, and hold harmless Clutch Auto, its affiliates, officers, directors, employees, and agents from any and all claims, losses, damages, liabilities, expenses, or costs (including reasonable attorneys' fees) arising out of or relating to: i. Customer’s use of the Platform or Services; ii. Any claim, dispute, or issue between Customer and Mechanic; iii. Any misrepresentation, breach of contract, or violation of law by Customer. b. Mechanic Indemnification. Mechanic agrees to indemnify, defend, and hold harmless Clutch Auto, its affiliates, officers, directors, employees, and agents from any and all claims, losses, damages, liabilities, expenses, or costs (including reasonable attorneys' fees) arising out of or relating to: i. Mechanic’s performance of or failure to perform the Services ii. Any negligence, misconduct, or failure to adhere to industry standards iii. Any claims of property damage, injury, or warranty-related disputes. c. Clutch Auto shall be indemnified against any claims arising from unauthorized modifications, misrepresentations, or failures by either party to follow agreed-upon procedures. d. Process. If any claim is made against Clutch Auto that triggers a party’s (the “Indemnifying Party”) indemnification obligations: i. Clutch Auto shall promptly notify the Indemnifying Party of such claim; ii. Indemnifying Party shall immediately assume control of the defense and investigation of such claim; iii. Indemnifying Party shall employ counsel reasonably acceptable to Clutch Auto; iv. Clutch Auto shall reasonably cooperate with Indemnifying Party in such defense; and v. Indemnifying Party shall not settle any claim without Clutch Auto's written consent unless such settlement includes a full release of Clutch Auto. 7. Limitation of Liability. CLUTCH AUTO SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THE USE OF THE PLATFORM OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLUTCH AUTO’S TOTAL LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES COLLECTED BY CLUTCH AUTO RELATED TO THE DISPUTED SERVICE TRANSACTION. CUSTOMER AND MECHANIC ACKNOWLEDGE THAT THEY ASSUME ALL RISKS ASSOCIATED WITH THEIR INTERACTIONS THROUGH THE PLATFORM AND DURING THE SERVICES, AND AGREE TO RELEASE CLUTCH AUTO FROM ANY CLAIMS ARISING FROM THEIR USE OF THE PLATFORM. 8. Governing Law. This Agreement will be governed in all respects by the laws of the State of Indiana without regard to its conflicts of laws provisions. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Marion County, Indiana and waive any defense that such courts lack personal jurisdiction over the parties. 9. Dispute Resolution. Any disputes between the Customer and Mechanic shall first be resolved through direct communication between Customer and Mechanic. If a dispute cannot be resolved within seven (7) days, the parties must submit the matter to Clutch Auto for informal mediation. If mediation is unsuccessful, disputes shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Marion County, Indiana, and judgment on the arbitrator's decision may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees, unless otherwise awarded by the arbitrator. The parties waive their right to a trial by jury and agree that arbitration shall be the exclusive remedy for resolving disputes under this Agreement. In cases where immediate resolution is necessary (e.g., vehicle damage claims), Clutch Auto may, at its discretion, expedite mediation or provide interim relief while the arbitration process is ongoing. 10. Assumption of Risk. CUSTOMER AND MECHANIC ACKNOWLEDGE THAT THEY ASSUME ALL RISKS ASSOCIATED WITH THEIR INTERACTIONS THROUGH THE PLATFORM AND RELEASE CLUTCH AUTO FROM ANY CLAIMS RELATED TO THOSE INTERACTIONS. CLUTCH AUTO IS NOT RESPONSIBLE FOR PERSONAL INJURY, PROPERTY DAMAGE, FRAUD, OR NEGLIGENCE BY ANY PARTY. MECHANICS ARE RESPONSIBLE FOR THE CARE, CUSTODY, AND CONTROL OF CUSTOMER VEHICLES DURING SERVICES. IF MECHANICS DO NOT MAINTAIN PROPER INSURANCE COVERAGE (E.G., GARAGE KEEPER’S LIABILITY), THEY FULLY ASSUME THE RISK FOR ANY DAMAGE. By accepting Services through the Platform, the Customer and Mechanic acknowledge and agree to the terms outlined in this Agreement E-SIGNATURE CONSENT: By clicking “Accept” within the Platform, the Customer and Mechanic acknowledge that they have read, understood, and agreed to this Agreement.