SOFTWARE SUBSCRIPTION & LICENSE AGREEMENT

Last Updated: July 8, 2026

This Software Subscription & License Agreement (“Agreement”) governs access to and use of the CenterPoint AutoTech software platform, applications, tools, features, documentation, reports, templates, libraries, and related software services (collectively, the “Software”) provided by CenterPoint Automotive Technology LLC (“CenterPoint,” “Company,” “we,” “us,” or “our”).

This Agreement is intended to govern the limited right to access and use the Software. Commercial subscription terms, billing, renewals, cancellations, service availability, refunds, and broader service terms are governed by the CenterPoint AutoTech Terms of Service (“Terms of Service”). If there is a conflict between this Agreement and the Terms of Service concerning subscription pricing, billing, renewal, cancellation, refund eligibility, or general service administration, the Terms of Service control.

By purchasing a subscription, creating an account, accepting an invitation to use the Software, accessing the Software, or using any part of the Software, the applicable Subscriber and Authorized User agree to be bound by this Agreement.

1. DEFINITIONS

For purposes of this Agreement:

“Subscriber” means the individual or legal entity that purchases, establishes, controls, or is responsible for a CenterPoint subscription account.

“Admin” means the individual designated to administer the Subscriber account, manage account settings, maintain the Shop Profile, invite users, manage Technician Seats, and control permissions available through the Software.

“Invited Technician” means an individual invited by an Admin to create or activate access under the Subscriber account.

“Technician User” means an Invited Technician who has accepted the invitation and activated authorized access to the Software.

“Technician Seat” means a licensed user position associated with a Technician User under a Subscriber account.

“Authorized User” means an Admin, Technician User, or other individual expressly permitted by CenterPoint and the Subscriber to access the Software under an active subscription.

“Customer Data” means information, files, scan reports, vehicle information, customer information, repair information, uploaded documents, user-entered content, and other data submitted to or processed through the Software by or on behalf of the Subscriber or an Authorized User.

“Documentation” means user guides, Quick Start Guides, instructions, help materials, and other documentation provided by CenterPoint for use of the Software.

Capitalized terms not defined in this Agreement have the meanings assigned to them in the Terms of Service.

1. LIMITED LICENSE GRANT

Subject to continued compliance with this Agreement and the Terms of Service, CenterPoint grants the Subscriber and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Software during the applicable active subscription term solely for the Subscriber’s legitimate internal business operations.

The Software is licensed for access and use. It is not sold.

No ownership interest in the Software is transferred to the Subscriber or any Authorized User.

1. PERMITTED INTERNAL BUSINESS USE

Authorized Users may use the Software only for legitimate internal business activities within the scope of the Subscriber’s operations and active subscription.

Permitted use may include, as supported by the Software:

a. uploading supported vehicle scan files and related repair documentation;

b. entering vehicle, repair order, customer, technician, mileage, damage-area, and related job information;

c. reviewing extracted or processed scan information;

d. reviewing and editing generated quote operations;

e. adding, removing, or modifying user-controlled fields, labor hours, pricing, operations, and other editable information;

f. reviewing diagnostic trouble code information and related workflow outputs;

g. using available OEM information resources and library features;

h. generating, reviewing, storing, downloading, printing, or emailing reports and related documents;

i. maintaining a Shop Profile for use in reports and account administration;

j. accessing Report History and other available account records; and

k. performing other authorized functions made available through the Software.

Use of the Software does not replace professional judgment, OEM repair procedures, diagnostic testing, physical inspection, calibration verification, or other required repair validation procedures.

1. AUTHORIZED USERS AND TECHNICIAN SEATS

Access to the Software is limited to Authorized Users.

The Subscriber and Admin are responsible for ensuring that:

a. each Authorized User has legitimate permission to access the Subscriber account;

b. each user accesses the Software through properly assigned credentials;

c. Technician Seats are not improperly shared between multiple individuals;

d. account access is removed or updated when a user is no longer authorized;

e. invitations are issued only to intended users; and

f. user permissions are managed appropriately.

Technician Seat creation, acceptance-triggered billing, monthly subscription charges, renewals, cancellation, and non-proration are governed by the Terms of Service.

1. ACCOUNT CREDENTIALS AND SECURITY

Each Authorized User must maintain the confidentiality and security of login credentials.

Authorized Users may not:

a. share passwords or authentication credentials with unauthorized persons;

b. permit another person to impersonate the Authorized User;

c. use another person’s credentials without authorization;

d. bypass account permissions or access controls; or

e. attempt to gain unauthorized access to another Subscriber account, user account, system, or data.

The Subscriber is responsible for promptly updating or disabling access when an Authorized User’s authorization ends.

The Subscriber should promptly notify CenterPoint of known or reasonably suspected unauthorized account access or credential compromise.

1. OWNERSHIP OF THE SOFTWARE

CenterPoint and its licensors retain all right, title, and interest in and to the Software and all related intellectual property.

This includes, without limitation:

a. software code;

b. source code and object code;

c. system architecture;

d. workflows;

e. interfaces;

f. page designs;

g. report-generation systems;

h. extraction and processing methods;

i. template structures;

j. report layouts;

k. libraries;

l. documentation;

m. branding;

n. trademarks;

o. logos;

p. proprietary methods;

q. enhancements;

r. modifications;

s. updates; and

t. derivative works.

Except for the limited rights expressly granted under this Agreement, no rights are granted to the Subscriber or any Authorized User by implication, estoppel, or otherwise.

1. CUSTOMER DATA OWNERSHIP

As between CenterPoint and the Subscriber, the Subscriber retains its rights in Customer Data submitted to the Software by or on behalf of the Subscriber, subject to any rights held by third parties.

The Subscriber grants CenterPoint a limited right to host, store, copy, transmit, process, format, analyze, and display Customer Data only as reasonably necessary to:

a. provide the Software;

b. process user-requested workflows;

c. generate reports and outputs;

d. maintain account functionality;

e. provide support;

f. protect the security and integrity of the Software;

g. comply with applicable law; and

h. exercise other rights expressly described in the Terms of Service or applicable privacy disclosures.

CenterPoint does not acquire ownership of the Subscriber’s underlying Customer Data merely because the data is uploaded to or processed through the Software.

1. UPLOADED SCAN FILES AND EXTERNAL DATA SOURCES

The Software may permit users to upload scan reports, PDFs, documents, or other files generated by third-party diagnostic tools, scan tools, OEM systems, repair systems, or external data sources.

CenterPoint does not own or control the underlying third-party source systems that generate such files.

The Subscriber and Authorized User are responsible for ensuring they have the right and authority to upload, process, use, and store submitted files and information.

CenterPoint does not guarantee that every external file will:

a. upload successfully;

b. contain complete information;

c. use a consistent format;

d. be accurately generated by the originating third-party system;

e. be fully readable or extractable;

f. contain current information; or

g. be free from omissions or errors originating outside the Software.

1. SOFTWARE-GENERATED OUTPUTS

The Software may generate or assist with generating reports, summaries, quote operations, repair-planning documentation, validation documents, findings, warnings, workflow outputs, or other materials based on available inputs.

Software-generated outputs may depend on:

a. uploaded scan data;

b. vehicle information;

c. user-entered information;

d. selected damage areas;

e. user-controlled fields;

f. available system logic;

g. external source information; and

h. other data available to the Software.

Authorized Users are responsible for reviewing outputs before relying on, sending, printing, delivering, or using them in repair, estimating, billing, customer, insurer, fleet, or other business workflows.

1. EDITABLE QUOTES AND USER-CONTROLLED INPUTS

The Software may generate recommended quote operations or other suggested information.

Such recommendations are editable and are not final repair instructions.

Authorized Users may, where supported by the Software:

a. change labor hours;

b. change pricing;

c. remove operations;

d. add operations;

e. edit descriptions;

f. select damage areas;

g. enter customer information;

h. enter or select email information; and

i. modify other available fields.

The Subscriber and Authorized User remain responsible for the accuracy, appropriateness, completeness, and final use of user-controlled information.

1. PASS STATUS AND REMAINING DTC WARNINGS

Where supported, the Software may display a PASS status based on the Software’s workflow logic and available information.

A PASS status may indicate that quote-related or identified workflow items have been addressed according to the information available to the Software.

A PASS status does not necessarily mean:

a. that no diagnostic trouble codes remain;

b. that the vehicle is free of all faults;

c. that all vehicle systems have been physically inspected;

d. that every OEM-required procedure has been completed;

e. that all calibrations have been independently verified;

f. that no unrelated or pre-existing conditions remain; or

g. that the vehicle is mechanically or legally safe for operation.

Where remaining DTCs exist, the Software may display a warning or other notice even when a PASS status is shown.

Authorized Users must review remaining DTCs, warnings, scan information, OEM requirements, and actual vehicle conditions.

1. “VEHICLE READY FOR CUSTOMER DELIVERY” LANGUAGE

The Software may include or generate language such as “Vehicle Ready for Customer Delivery” or similar workflow statements.

Such language is a documentation or workflow output based on available information and user actions within the Software. It does not replace the repair facility’s final quality-control process, road testing where required, physical inspection, OEM procedure verification, calibration confirmation, safety review, or professional judgment.

The repair facility and responsible professionals retain responsibility for the final decision to release a vehicle.

1. OEM LIBRARY AND THIRD-PARTY INFORMATION

The Software may provide links, references, navigation assistance, library features, excerpts, identifiers, or other access pathways relating to OEM or third-party information.

Unless expressly stated otherwise, CenterPoint does not own third-party OEM content and does not grant ownership rights in such content.

OEM procedures, requirements, publications, portals, and position statements may change.

Authorized Users remain responsible for confirming current requirements through the applicable authoritative source when required for a repair or business decision.

1. RESTRICTIONS ON USE

The Subscriber and Authorized Users may not, directly or indirectly:

a. copy the Software except as expressly permitted;

b. modify, translate, adapt, or create derivative works of the Software;

c. reverse engineer, decompile, disassemble, decode, or attempt to derive source code;

d. discover or attempt to discover underlying algorithms, proprietary logic, extraction methods, system architecture, or non-public workflows;

e. bypass, disable, defeat, or interfere with security or access controls;

f. scrape, crawl, harvest, or systematically extract data from the Software through unauthorized means;

g. use bots, scripts, automated agents, or unauthorized interfaces to access the Software;

h. resell, rent, lease, sublicense, distribute, or commercially provide access to the Software to unauthorized third parties;

i. operate the Software as an unauthorized service bureau or timesharing service;

j. remove or alter proprietary notices;

k. copy or reproduce proprietary report templates or layouts for use outside authorized Software functions;

l. use the Software to develop, train, benchmark, or assist a competing product or service through unauthorized extraction or misuse of proprietary elements;

m. upload malicious code, viruses, or harmful materials;

n. interfere with Software performance or availability;

o. attempt unauthorized access to systems, accounts, or data; or

p. use the Software in violation of applicable law.

1. NO TRANSFER OR SUBLICENSE

The rights granted under this Agreement are personal to the applicable Subscriber and Authorized Users within the authorized account structure.

No Subscriber or Authorized User may assign, transfer, sublicense, sell, rent, lease, or otherwise provide its Software access rights to another person or entity except with CenterPoint’s prior written authorization.

1. DOCUMENTATION

CenterPoint may provide Quick Start Guides, onboarding materials, instructions, help content, or other Documentation.

CenterPoint grants Authorized Users a limited right to use such Documentation solely in connection with authorized use of the Software.

Documentation may not be commercially reproduced, sold, republished, or distributed outside the Subscriber’s legitimate internal business use without written authorization.

1. SOFTWARE CHANGES AND UPDATES

CenterPoint may modify, improve, update, replace, add, remove, or discontinue Software features, workflows, interfaces, templates, integrations, or technical components.

CenterPoint may deploy:

a. bug fixes;

b. security updates;

c. workflow improvements;

d. feature enhancements;

e. interface changes;

f. report updates;

g. compatibility changes; and

h. other modifications.

Continued access to specific features is not guaranteed except as expressly required by applicable law or a separate written agreement signed by CenterPoint.

1. THIRD-PARTY SERVICES AND INTEGRATIONS

The Software may interact with third-party services, email systems, hosting providers, authentication providers, diagnostic sources, file-processing services, or other external technologies.

Third-party services may be governed by separate terms and policies.

CenterPoint is not responsible for third-party systems outside its reasonable control, including their availability, security, accuracy, functionality, or changes.

1. SUSPENSION OF SOFTWARE ACCESS

CenterPoint may suspend or restrict access to the Software when reasonably necessary to:

a. address a security risk;

b. investigate suspected unauthorized access;

c. prevent misuse;

d. respond to unlawful activity;

e. protect CenterPoint, Subscribers, users, or third parties;

f. address material violations of this Agreement;

g. respond to payment failures as governed by the Terms of Service; or

h. comply with legal obligations.

Where reasonably practicable, CenterPoint may provide notice consistent with the circumstances.

1. TERMINATION OF LICENSE RIGHTS

The limited license granted under this Agreement ends when:

a. the applicable subscription terminates or expires;

b. the Subscriber account is terminated;

c. access is lawfully suspended or revoked;

d. the Authorized User is removed from the account;

e. a Technician Seat is terminated or deactivated; or

f. this Agreement is terminated in accordance with its terms.

Upon termination of applicable rights, the affected person must stop accessing and using the Software.

Data retention, account closure, deletion, and post-termination matters are governed by the Terms of Service and applicable privacy disclosures.

1. DISCLAIMER OF IMPLIED LICENSES

No license or right is granted except as expressly stated in this Agreement.

Without limitation, no rights are granted to:

a. source code;

b. proprietary algorithms;

c. non-public APIs;

d. internal development tools;

e. proprietary extraction logic;

f. confidential system architecture;

g. underlying report-generation methods; or

h. other non-public CenterPoint technology.

1. FEEDBACK

If a Subscriber or Authorized User voluntarily provides suggestions, ideas, recommendations, or feedback concerning the Software, CenterPoint may use that feedback to improve or develop its products and services without obligation to compensate the person providing the feedback.

This section does not transfer ownership of Customer Data to CenterPoint.

1. CONFIDENTIAL AND PROPRIETARY ELEMENTS

Non-public elements of the Software, including proprietary workflows, technical methods, system architecture, report-generation logic, extraction methods, internal processes, and other non-public technology, may constitute confidential and proprietary information of CenterPoint.

Subscribers and Authorized Users may not improperly disclose, extract, reproduce, or misuse such non-public proprietary elements.

1. RELATIONSHIP TO TERMS OF SERVICE

This Agreement must be read together with the Terms of Service.

The Terms of Service govern broader commercial and service matters, including, as applicable:

a. subscription pricing;

b. Admin billing;

c. Technician Seat billing;

d. acceptance-triggered seat billing;

e. monthly billing terms;

f. recurring renewals;

g. cancellation;

h. non-proration;

i. Service Availability Refund Review;

j. payment failures and applicable grace periods;

k. account administration;

l. data retention and deletion;

m. disclaimers;

n. limitations of liability;

o. indemnification;

p. governing law;

q. dispute-related provisions; and

r. other general service terms.

This Agreement governs the limited license and authorized use of the Software.

1. ORDER OF PRECEDENCE

If there is a conflict between this Agreement and the Terms of Service:

a. this Agreement controls concerning the scope of the limited Software license, permitted Software use, Software-use restrictions, and ownership of the Software; and

b. the Terms of Service control concerning subscription pricing, billing, renewals, cancellation, refunds, service availability, account administration, general disclaimers, liability, indemnification, and broader commercial service terms.

1. SURVIVAL

Provisions that by their nature should survive termination will survive, including provisions concerning:

a. ownership;

b. intellectual property;

c. use restrictions;

d. confidentiality of proprietary elements;

e. disclaimers of implied rights;

f. accrued obligations; and

g. other provisions that reasonably require continued effect.

1. CHANGES TO THIS AGREEMENT

CenterPoint may update this Agreement from time to time.

When material changes are made, CenterPoint may provide notice through the Software, website, account communication, email, or other reasonable means.

The “Last Updated” date may be revised to reflect the effective version.

Continued use of the Software after an updated Agreement becomes effective constitutes acceptance to the extent permitted by applicable law.

1. ELECTRONIC ACCEPTANCE

The Subscriber and Authorized Users agree that electronic actions may constitute acceptance of this Agreement, including:

a. checking an acceptance box;

b. clicking an acceptance button;

c. purchasing or activating a subscription;

d. accepting an invitation;

e. creating or activating an account; or

f. accessing or using the Software after being presented with applicable terms.

Electronic records of acceptance may be maintained by CenterPoint.

1. ENTIRE SOFTWARE LICENSE UNDERSTANDING

This Agreement, together with the Terms of Service and any applicable written subscription or order terms expressly incorporated by reference, constitutes the agreement concerning authorized access to and use of the Software.

No oral statement modifies this Agreement unless incorporated into a written agreement authorized by CenterPoint.

1. CONTACT INFORMATION

Questions concerning this Software Subscription & License Agreement may be directed to:

CenterPoint Automotive Technology LLC
Email: info@centerpointautotech.com
Phone: 609-676-4244
Website: centerpointautotech.com