TERMS AND CONDITIONS OF SERVICE

1. PARTIES TO THIS CONTRACT: DEFINITIONS.  As used in these terms and conditions (these “Terms and Conditions”), the terms (a) “BLUE WRENCH ” shall mean Incline Equity Partners LLC a/k/a BLUE WRENCH  and the repair facility identified at the top of Work Order; (b) “Work Order” shall mean any work order, proposal, purchase order, or request for repairs (whether authorized by insurance or not) and any addendum thereto (collectively “Contract”) (as applicable) generated by BLUE WRENCH  or received from Customer which may establish in addition to these Terms and Conditions essential commercial terms not in conflict with these Terms and Conditions; (c) “Customer” shall mean the Customer identified on the Work Order; (c) “Manufacturer” shall mean the entity or entities that manufactured the Parts used in the Services; and (e) “Services” shall mean the repair and/or maintenance services performed by BLUE WRENCH  for Customer, together with the Parts.  
2. APPLICABILITY OF TERMS AND CONDITIONS.  These Terms and Conditions govern the sale of Parts and Services from BLUE WRENCH  to Customer.  The Terms and Conditions are incorporated into each and every Work Order.  In the event of any conflicting provisions in any Work Order or any other document received from Customer, these Terms and Conditions shall control, and BLUE WRENCH  shall proceed with the sale under the assumption that these Terms and Conditions are the sole terms and conditions binding on the parties. These Terms and Conditions, as may be subsequently modified by BLUE WRENCH , from time to time without notice, and are incorporated by reference into all documents issued by BLUE WRENCH  to Customer in connection with the sale and provision of Parts & Services; provided, however, that these Terms and Conditions shall only apply to the sale of Parts & Services by BLUE WRENCH  to the Customer. 
3. NO MODIFICATIONS; ENTIRE AGREEMENT.  BLUE WRENCH ’s provision Parts and Services to Customer is expressly conditioned upon Customer’s acceptance of these Terms and Conditions. BLUE WRENCH  HEREBY REJECTS ANY TERMS OR CONDITIONS WHICH ATTEMPT TO ALTER, MODIFY OR CHANGE IN ANY WAY ANY PROVISION HEREOF, OR OTHERWISE ATTEMPT TO SUSPEND, CONTRADICT OR ADD TO ANY TERM OR CONDITION CONTAINED HEREIN, AND CUSTOMER HEREBY WAIVES ALL SUCH TERMS OR CONDITIONS; THUS, SUCH SHALL NOT BE BINDING ON BLUE WRENCH  UNLESS EXPRESSLY AGREED TO IN A SEPARAGE WRITTEN INSTRUMENT SIGNED BY BLUE WRENCH ’S AUTHORIZED REPRESENTATIVE. BLUE WRENCH  OBJECTS TO ANY DIFFERENT, INCONSISTENT, CONFLICTING, SUPPLEMENTAL OR ADDITIONAL TERMS OR CONDITIONS AND HEREBY REJECTS SUCH, WHETHER CONTAINED IN PREVIOUS OR SUBSEQUENT PROPOSALS OR COMMUNICATIONS (WHETHER ORAL OR WRITTEN) FROM OR WITH CUSTOMER OR IMPLIED BY TRADE, CUSTOM, PRACTICE, COURSE OF DEALING OR USAGE IN THE TRADE. 
4. WARANTY DISCLAIMERS AND LIMITATIONS.
LIMITED WARRANTY ON SERVICES:  BLUE WRENCH warrants that the Services will be performed in a good and workmanlike manner (“Services Warranty”).  The Services Warranty is valid for 24,000 miles or 2 years from the date the Services are performed.  Customer’s sole and exclusive remedy, and BLUE WRENCH ’s entire liability under the Services Warranty, is the repair of any non-confirming portion of the Services.  The Services Warranty is valid ONLY if the vehicle is returned, at Customer’s expense, to one of BLUE WRENCH ’s repair facilities for evaluation and repair.  Any claim for repairs performed by someone other than a BLUE WRENCH  facility must be approved in writing by BLUE WRENCH  prior to commencement of any work, otherwise such work performed shall void this Services Warranty.  This Services Warranty extends only to the Customer for whom the Services were provided and not any subsequent purchaser or transferee.  In the event BLUE WRENCH is not allowed an opportunity to cure defects in the Services then Customer unequivocally waives the right to pursue BLUE WRENCH  for the cost of repair or damages resulting from such defects. Customer agrees that no oral or written representation, guaranty or warranty made by BLUE WRENCH, its employees, agents or representatives, other than as expressly set out in these Terms and Conditions shall be binding on BLUE WRENCH . BLUE WRENCH  PROVIDES NO OTHER WARRANTIES CONCERNING ITS SERVICES AND DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
PARTS–MANUFACTURER WARRANTIES ONLY: Any warranties on any Parts are limited only to those written warranties provided by the applicable Part’s Manufacturer. EXCEPT FOR ANY SUCH WARRANTIES MADE BY MANUFACTURERS, THE PARTS ARE SOLD WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS EXPRESSLY DISCLAIMED.
NO OTHER WARRANTIES: EXCEPT AS SET FORTH ABOVE, BLUE WRENCH  EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. 
5. LIMITATION OF BLUE WRENCH  LIABILITY AND DAMAGES.  IN NO EVENT SHALL BLUE WRENCH ’S LIABILITY, REGARDLESS OF THE CAUSE THEREOF, EXTEND BEYOND REPLACEMENT OR REPAIR OF PARTS AND SERVICES OR GIVING CUSTOMER CREDIT FOR THE PURCHASE PRICE OF PARTS AND/OR SERVICES SOLD OR PROVIDED, AT BLUE WRENCH ’S ELECTION, NOR SHALL BLUE WRENCH  HAVE ANY LIABILITY FOR LOSS OF TIME, COSTS OF LABOR EXPENDED, OR FOR ANY SEPARATE, SPECIAL INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLDING, WITHOUG LIMITATION, CONSEQUENTIAL DAMAGES RESULTING FROM REJECTION OF FINISHED WORK BY CUSTOMER OR CAUSED BY THE PARTS AND /OR SERVICES PROVIDED BY BLUE WRENCH . CUSTOMER AGREES THAT IN THE EVENT OF ANY ACTION BROUGHT BY CUSTOMER AGAINST BLUE WRENCH , CUSTOMER SHALL NOT BE ENTITLED TO RECOVER ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES AS DEFINED IN THE UNIFORM COMMERCIAL CODE, INCLUDING, BUT NOT LIMITED TO INDIRECT OR SPECIAL DAMAGES, LOSS OF INCOME OR ANTICIPATED PROFITS, OR DOWN-TIME, OR ANY PUNITIVE DAMAGES, WETHER THE DAMAGES BE IN CONTRACT OR TORT. BLUE WRENCH ’S TOTAL LIABILTY FOR ANY PARTS OR SERVICES SOLD SHALL NOT EXCEED THE AMOUNT PAID TO BLUE WRENCH  FOR SUCH PARTS OR SERVICES CAUSING THE LIABILITY.
6. RATES; WORK AUTHORIZATION; ADDITIONAL REPAIRS.  BLUE WRENCH’s charges for labor are not based on actual mechanic’s time, but are established by multiplying BLUE WRENCH ’s labor rate by industry time allowances (flat rate) or BLUE WRENCH ’s own judgment of the time to be charged.  If an estimate is provided, Customer will not be charges more than the estimated price approved by Customer.   However, if Rush discovers that different or additional repairs are indicated, Customer will be contracted for authorization to make such additional repairs.  Authorization may be given by Customer orally or in writing.  In the event that Customer authorizes commencement but does not authorized completion of a repair or service, a charge will be imposed for disassembly, reassembly, or partially completed work.  Such charge will be directly related to the actual amount of labor or parts involved in the inspection, repair, or service performed.  BLUE WRENCH  will submit warranty claims on behalf of Customer for manufacturers it is authorized to perform warranty service; however Customer acknowledges and agrees that it is responsible for full payment for any Services and Parts provided that are not covered by Warranty.  BLUE WRENCH  is not responsible for any loss, damage, or other liability caused by, arising from or related to repair or maintenance work recommended by BLUE WRENCH  that is declined by Customer.  Customer agrees that BLUE WRENCH  employees may operate Customer’s vehicle for purposes of facilitating the repairs, including but not limited to diagnosing, road testing, and sublet services.
7. RATES.  BLUE WRENCH ’s charges for labor are not based on actual mechanic’s time but are established by multiplying BLUE WRENCH ’s labor rate by industry time allowances or BLUE WRENCH ’s own judgment of the time to be charged. If an estimate is provided, Customer will not be charged more than the estimated price approved by Customer. However, if BLUE WRENCH  discovers that different or additional repairs are indicated, Customer will be contacted for authorization to make such additional repairs. Authorization may be given by Customer orally or in written form, including but not limited to, email and text message. In the event that Customer authorizes commencement but does not authorize completion of a repair or service, a charge will be imposed for disassembly, reassembly, or partially completed work. Such a charge will be directly related to the actual amount of mechanic’s time and/or parts involved in the inspection, repair, or service performed. BLUE WRENCH  will submit warranty claims on behalf of Customer for manufacturers for whom it is authorized to perform warranty service; however, Customer understands and agrees that it is responsible for full payment for any Services provided that are not covered by warranty. BLUE WRENCH is not responsible for any loss, damage, or other liability caused by, arising from, or related to repair or maintenance work recommended by BLUE WRENCH  that is declined by Customer. 
8. OEM PARTS.  Customer acknowledges that estimates for non-warranty repairs may include parts not made by the original manufacturer. Parts used in the non-warranty repair of Customer’s vehicle by other than the original manufacturer are required to be at least equal in like kind and quality in terms of fit, quality and performance to the original manufacturer parts they are replacing.
9. SUBLET REPAIRS.  Customer acknowledges that portions of the repairs may be provided by a subcontractor hired by BLUE WRENCH  and Customer hereby authorizes all sublet repairs that BLUE WRENCH , in its sole discretion, may deem necessary.
10. DAMAGES; THEFT.  BLUE WRENCH  is not responsible for loss of or damage to the vehicle due to or arising from fire, weather, theft or any other cause except the sole negligence of BLUE WRENCH . BLUE WRENCH  is not responsible for any loss or damage to articles of personal property that have been left in the vehicle or for loss or damage to bodies, trailers or special equipment, including any cargo, materials or supplies carried on or in such bodies, trailers or special equipment, whatever the cause.
11. TAXES, DUTIES, BROKERAGE AND OTHER FEES.  In addition to the agreed purchase price for Goods and/or Services, Customer shall pay to BLUE WRENCH  any and all applicable taxes imposed by any present or future law on the sale, manufacture, delivery, installation, use and/or other handling of Goods and/or Services, whether such taxes are characterized as good and services tax, sales tax, use tax, excise tax, value added tax, business transfer tax or otherwise (collectively, “Taxes”), but excluding income taxes normally paid by BLUE WRENCH , and all other reasonable charges for ancillary services and costs such as forming, galvanizing and other services.
12. PAYMENT; STORAGE FEES.  Payment terms not contained on Work Order shall be in addition to the following. All charges for repairs including Parts and Services furnished are due and payable simultaneously with the delivery of the described vehicle or prior to delivery upon the expiration of 3 days after notice to the Customer that the repairs have been completed.  If the vehicle is not picked up within 3 days after notice is given, BLUE WRENCH  may charge daily storage fees at rates that are ordinary and customary for the area, but not to exceed $50 per day or the maximum rate allowable by applicable law, whichever is lower. Any deposit required is non-refundable. Any deposit paid shall be applied to the balance of total owed for the Parts and/or Services. Issuance of credit to Customer by BLUE WRENCH  shall be in BLUE WRENCH ’s sole and absolute discretion. Time shall be of the essence in payment. No payment shall be deemed to have been received until BLUE WRENCH  has received cleared funds.  In the event Customer fails to make payment to BLUE WRENCH  of any amount due and owing (including any applicable surcharge or freight charge) by the net due date, BLUE WRENCH  may charge interest on the outstanding balance at an annual compounding rate of 18% or the highest rate allowed by law (whichever is less) until paid in full. Customer shall make all payments due to BLUE WRENCH  for Goods and/or Services sold without any deduction whether by way of set-off, counterclaim, abatement or otherwise, unless Customer has a valid court order requiring an amount equal to such deduction to be paid by BLUE WRENCH  to Customer. All Goods and/or Services are provided or performed on a firm price basis. Any additional or unscheduled Services which are performed by BLUE WRENCH  not covered by the Contract must be mutually agreed to in writing signed by both BLUE WRENCH  and Customer, referencing the applicable Work Order. 
13. DELIVERY; INSTALLATION; AND PERFORMANCE. Unless specifically agreed to by BLUE WRENCH  in a separate signed writing, BLUE WRENCH  does not guarantee any certain date of delivery and BLUE WRENCH  shall not be liable to Customer for any losses, costs damages, charges or expenses incurred by Customer or any other person or entity arising directly or indirectly out of a failure to deliver and/or install on any particular date, nor will any delay entitle Customer to terminate or rescind its purchase unless such delay exceeds 90 days. Time for delivery is NOT of the essence and shall not be made so by the service of notice from Customer of any certain required date of delivery.  BLUE WRENCH  reserves the right to defer delivery, to cancel the Services, all without liability of any kind whatsoever to Customer, if BLUE WRENCH  is prevented from or delayed in the carrying on of its business due to causes beyond BLUE WRENCH ’s control, including, without limitation, strikes, lockouts or other labor difficulties, floods fires, earthquakes, hurricanes or other unusually severe weather conditions, embargoes, war or other outbreak of hostilities, pandemics, acts of terrorism, acts of God, acts of Customer, market shortages, unavailability of Goods and/or Services or necessary materials, supplies or transportation services, any shift in Parts costs that prohibit or materially reduce the supply of Parts or Services from BLUE WRENCH ’s suppliers, inability to obtain work space, machinery breakdowns, delays of carriers or suppliers, governmental acts and regulations or other contingency the non-occurrence of which was a basic assumption on which the Contract was accepted.  In such a case, BLUE WRENCH  shall have no obligation to purchase Parts or make other substitute Service arrangements in order to complete delivery and/or installation to Customer.
14. INDEMNITY.  To the fullest extent permitted by law, Customer shall, at Customer’s sole cost and expense, indemnify, defend, release and hold harmless BLUE WRENCH , its members, managers, agents and employees, from and against any and all claims, demands, lawsuits or proceedings of any kind brought or threatened against BLUE WRENCH  and/or its managers, members, agents and employees based on any claim, in whole or in part, that the Parts and/or Services as performed and/or installed by BLUE WRENCH  in accordance with specifications or other information provided by Customer fail to (i) be adequate for a particular purpose, (ii) comply with any product liability law, rule or regulation pertaining thereto, (iii) be adequate for any purpose which the Parts and/or Services are put after delivery by BLUE WRENCH  to Customer, and/or (iv) damages caused to either the Customer’s vehicle or to BLUE WRENCH  and its employees due to the pre-existing conditions of the vehicle prior to Customer’s delivery of the Vehicle to BLUE WRENCH . Customer shall pay all costs, expenses, damages, liabilities and losses incurred by BLUE WRENCH , its members, managers, agents and or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including, but not limited to reasonable attorney’s/legal fees.
15. LITIGATION AND COLLECTION.  Venue in any legal action brought by either Customer or BLUE WRENCH  in connection herewith shall be deemed proper in any of the following locations, which locale shall be in the county and state of the location of a BLUE WRENCH  facility. These Terms and Conditions shall be governed by the laws of the State of Utah. If any default is made on payment of amounts due for the sale of Parts and/or Services or upon any other breach of these Terms and Conditions the prevailing party shall be entitled to reasonable costs of collection and/or compliance, including, but not limited to, reasonable attorneys’/ legal fees and costs.
16. WAIVER.  Neither any failure nor any delay on the part of BLUE WRENCH  in exercising any rights hereunder shall operate as a waiver of any of BLUE WRENCH ’s rights. Any waiver by BLUE WRENCH  of any breach of, or any default under, any provision of these Terms and Conditions by Customer will not be deemed a waiver or any subsequent breach or default. All rights and remedies granted herein are in addition to all remedies available at law or in equity.
17. ASSIGNMENT.  Customer may not assign its rights or obligations hereunder (whether voluntarily, involuntarily, by operation of law, transfer of majority or controlling interest or otherwise) without the prior written consent of BLUE WRENCH .
18. SEVERABILITY; EXCLUSIVE AGREEMENT.  If any provision of these Terms and Conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions, and the remaining Sections shall continue in full force and effect. The Contract by and between Customer and BLUE WRENCH  for the purchase and sale of Parts and/or Services created hereby constitutes the entire agreement by and between Customer and BLUE WRENCH  with regard to the subject matter hereof and shall exclusively determine the rights and obligations of Customer and BLUE WRENCH  with regard to the purchase and sale of Parts and/or Services, any prior course of dealing, custom or usage of trade or course of performance notwithstanding, and may not be modified by Customer except in separate writing signed by an authorized agent of BLUE WRENCH .
19. ACCEPTANCE.  Acceptance of the offer contained in this quotation is limited to the terms hereof. Signing of the Contract by the Customer shall be deemed to be an acceptance by Customer to be bound by these Terms and Conditions.
20. NONDISPARAGEMENT.  Customer covenants and agrees not to, at any time, whether directly or indirectly, make, publish or communicate, in any form or manner, to any person, entity or in any public forum, any negative, defamatory or disparaging remarks, comments, publications, statements, or Communications concerning BLUE WRENCH , its affiliates, owners and/or it’s employees. This agreement not to make, publish or communicate any negative, defamatory or disparaging remarks, comments, publications, statements, or other Communications is to be construed broadly, so as to restrict against any and all public and/or private Communications, that could, in any way impair, diminish or otherwise negatively affect BLUE WRENCH ’s public image; reputation; business and contractual prospects; and/or any existing or potential customer relationships, whether made orally, in writing, or other otherwise, and is meant to include, and does include, all physical, electronic, verbal, and nonverbal Communications of any kind or form, including, without limitation, Communications made to: social media networks (including, without limitation, Facebook, Instagram, X (formerly Twitter), LinkedIn, Marco Polo, YouTube, Snapchat, and any other social networking website or application); newspapers; television stations; radio networks; online websites, forums or reviews; news media; societies, agencies, or organizations of any kind; and publications and publishers of any kind). As used herein, “Communication” includes, without limitation, any and all conversations, meetings, posts, discussions, broadcasts, and/or any other form of verbal or nonverbal exchange of information, whether in person, by telephone, in writing or otherwise, and whether physically or electronically. As used herein, “Communication” specifically includes, without limitation, telephone calls; letters; emails; text messages; memoranda; telegrams; cables; other writings or documents; and any form of social media exchange or posting, including, without limitation, “Tweeting,” “tagging,” “posting,” “sharing,” “liking,” “re-posting,” or any other similar form of social media Communication on any social media site, service, platform or application; as well as any other form of modern-day Communication or method of disseminating information, including, without limitation, through the use of photographs, video, blogging, reproduction, summaries, posting reviews, and/or copies.  Customer further hereby acknowledges, covenants, and agrees that any breach of this Section shall be considered a material breach of these Terms and Conditions and shall subject BLUE WRENCH  to immediate irreparable injury, thereby entitling BLUE WRENCH  to immediately seek relief from a court of competent jurisdiction. Such relief may include, without limitation, any of the following: (a) immediate injunctive relief (including, without limitation, restraining, restricting, removing, and/or otherwise limiting any such breach, its effects, and/or the means of its Communication); (b) financial compensation for any harm caused by any such breach; and (c) any other further relief as a court of competent jurisdiction may deem appropriate and proper. In the event of any such breach of this Section, Customer shall be obligated to pay BLUE WRENCH  all BLUE WRENCH ’s costs and expenses incurred in enforcing the terms and provisions of this Section (including, without limitation, court costs, expenses, and attorneys’ fees).
21. COMMUNICATION CONSENT; USE OF CUSTOMER DATA.  BLUE WRENCH  may use information Customer provides BLUE WRENCH , including but not limited to email addresses, cell phone numbers, and landline numbers (“Customer Data”) to contact Customer for purposes related to this account, including debt collection, and for marketing and sales purposes. You also authorize BLUE WRENCH  and its affiliates to use and disclose Customer Data to third parties for any purpose in an anonymous or aggregated form that does not identify Customer. In addition, Customer Data and vehicle maintenance service and repair information arising from or created as a result of maintenance and repair services provided by BLUE WRENCH  to Customer, including vehicle owner information, vehicle identification numbers and vehicle specifications (“Vehicle Repair Data”), may be provided to vehicle/component manufacturer(s) and the vehicle/component manufacturer(s) dealers, and their respective service management platform providers (“Maintenance Third Parties”) and used by BLUE WRENCH  and such Maintenance Third Parties to support and enhance vehicle repair services provided to BLUE WRENCH  and the Maintenance Third Parties’ Customers. You also authorize BLUE WRENCH  and the Maintenance Third Parties to use and disclose Vehicle Repair Data to third parties for any purpose in an anonymous or aggregated form that does not identify Customer.