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Legal

Terms & Conditions

Last Updated: October 7, 2026

Mersul, LLC, trading as Mersul (“Mersul”, the “Platform”, “we”, “us”), Tempe, Arizona. Not affiliated with Tesla, Inc.

1. Acceptance, Eligibility and Authority

These Terms govern use of mersul.com, participation in Mersul’s early-access program, and, once commercially available, use of the Platform. By using the website or submitting an early-access form, you agree to the provisions that apply to those activities. If you do not agree, do not use the site or submit a form.

Commercial platform terms: The Platform is pre-launch. No customer vehicle can presently be enrolled, no marketplace dispatch can be completed, and no platform fee is presently charged. Platform-specific provisions are provided in advance for transparency, but they do not create an active subscription or promise that a feature will launch. Before an account is commercially activated, we will present the then-current terms, pricing and any applicable order form for affirmative acceptance. Each Service Provider must affirmatively accept the limited payment collection agency in section 6 before Mersul collects any payment on that Service Provider’s behalf. Each Owner must accept the payment and satisfaction of debt provisions before placing a paid marketplace job. Mersul will retain a record of the accepted version, accepting party and acceptance time.

Early access: Joining the early-access list asks Mersul to contact you about your inquiry and, subject to applicable consent and unsubscribe rules, relevant product and launch updates. It does not create a Platform account, reserve a vehicle or territory, guarantee admission, or obligate either party to buy or sell anything. The Privacy Policy explains how the lead record is handled.

Age and commercial use: You must be at least 18 years old and use the site and Platform for business or commercial purposes. They are not offered as consumer transportation, vehicle-operation or emergency services.

Authority: If you act for a company or another person, you represent that you are authorized to bind them and to grant every vehicle, account and data permission you provide. In these Terms, “you” includes that company or person.

2. What Mersul Is — and Is Not

Mersul is building fleet-operations software and a two-sided marketplace intended to connect autonomous Fleet Owners (“Owners”) with independent service businesses (“Service Providers”). Planned functions include authorized telemetry ingestion, operational routing, dispatch coordination, service evidence and payment facilitation.

Technology provider: Mersul does not manufacture, sell, own, drive or control an Owner’s vehicle. Mersul is not a transportation carrier, vehicle dealer, repair shop, insurer or insurance broker unless a future written agreement expressly states otherwise.

Independent Service Providers: Service Providers are independent businesses, not Mersul employees, agents, partners or franchisees. They are responsible for how they perform accepted work and for their personnel, equipment, expenses, taxes, licenses and insurance. The actual relationship is governed by applicable law regardless of the label used here. This independence does not limit Mersul’s appointment as the Service Provider’s limited payment collection agent under section 6.

No Tesla promise: Mersul does not control whether or when Tesla offers Cybercab purchases, owner-operated fleets, particular API permissions, commercial deployment or any related program. Early access does not reserve a vehicle, Tesla account, territory, Service Provider job or Mersul launch position.

Pre-launch material: Screenshots, workflows, calculators, forecasts, pricing examples and feature descriptions may show prototypes or assumptions. They are not guarantees, financial advice or a representation that a feature, price, vehicle capability or commercial opportunity is available.

3. Accounts and Account Security

Accurate information: You must provide complete, current information and promptly update changes to ownership, contact details, licenses, insurance, tax status, payment details and vehicle authority. Verification by Mersul or a provider is an eligibility check, not an endorsement or guarantee.

Credentials and team access: Keep credentials, recovery methods, API tokens and devices secure. Use role permissions appropriate to each team member. You are responsible for activity authorized through your account until you notify us of suspected unauthorized access, except to the extent applicable law provides otherwise.

Security notice: Tell us promptly at support@mersul.com if you believe an account, vehicle authorization or job-scoped access method has been compromised. We may temporarily restrict access while we investigate.

4. Vehicle API Authorization and Commands

An Owner may connect a supported vehicle only through the manufacturer’s approved authorization process. The Owner instructs Mersul to access information and issue commands solely within the scopes the Owner grants and the automation rules the Owner configures.

Authorization: Tesla authorization occurs through Tesla’s service. Mersul does not receive the Owner’s Tesla password. Depending on the permissions granted and Tesla’s current API, authorization may allow Mersul to receive vehicle information, location and telemetry and to request supported commands.

Revocation: The Owner may change or revoke permissions through the manufacturer and, where available, through Mersul. Revocation prevents new authorized access after it takes effect, but it does not require deletion of records that must be retained under the Privacy Policy or law. Some Platform functions will stop working when access is removed.

Remote commands: Where supported and authorized, commands may include locking or unlocking, providing job-scoped access, and sending a navigation destination. Mersul does not drive a vehicle and does not promise that a vehicle will act on a command, relocate itself, remain online or be safe to operate.

Owner responsibility: The Owner remains responsible for its vehicles, manufacturer account, authorization choices, maintenance, roadworthiness, registration, regulatory compliance and operational decisions. Mersul is an operations aid, not a substitute for required inspection, supervision or emergency response.

Manufacturer terms: Use of manufacturer services remains subject to the manufacturer’s agreements, policies, technical limits and fees. A manufacturer may change or discontinue access at any time, and Mersul is not responsible for that decision.

5. Marketplace Jobs and User Responsibilities

Job offer and acceptance: A dispatch offer will identify the available scope, location information, expected timing, price or pricing method, and applicable fees before acceptance. A job agreement is formed between the Owner and accepting Service Provider when the Platform confirms acceptance. Mersul facilitates that agreement but is not the provider of the underlying vehicle service.

Owner responsibilities: Owners must provide accurate vehicle and job information, define approval limits, disclose known hazards, maintain lawful authority over the vehicle, and pay valid charges. An Owner must not request work or vehicle access that would be unsafe or unlawful.

Service Provider responsibilities: Service Providers must accept only work they are qualified, licensed, equipped and insured to perform; follow the agreed scope and safety requirements; protect vehicles and information; use access only for the accepted job; document work honestly; and comply with employment, tax, environmental, trade and other applicable laws.

No guaranteed opportunity: Mersul does not guarantee any number, frequency, territory, price or profitability of jobs, or that an Owner will select a particular Service Provider. Service Providers decide whether to accept each offered job, subject to commitments they make after acceptance.

Job-scoped vehicle access: Vehicle information and access provided for a job may be used only to reach, identify and service that vehicle within the authorized time and scope. Unauthorized access, copying, tracking or use may violate these Terms and applicable law and may be reported to the Owner, manufacturer or authorities.

Revocation and trespass: A Service Provider’s right to access a vehicle begins when the job’s access window opens and ends immediately when the job is marked complete, the window expires, or the Owner cancels the dispatch. Physical or digital entry into the vehicle outside that window is unauthorized access and may constitute trespass. Mersul may report it to the Owner, the manufacturer and law enforcement.

Non-circumvention: For 24 months after an Owner and a Service Provider are first introduced through the Platform, neither may contract with the other, directly or through an affiliate, for fleet vehicle maintenance or service outside the Platform. An introduction happens when the Platform first dispatches, offers or quotes a job between them. This applies whether or not either party still has a Mersul account.

Liquidated damages: Mersul’s loss from circumvention is difficult to measure, so a party that breaches the non-circumvention term agrees to pay Mersul $2,500 for each vehicle serviced under the arrangement outside the Platform. The parties agree this is a reasonable estimate of that loss and not a penalty. It does not limit Mersul’s right to injunctive relief or to suspend or terminate the accounts involved.

Out-of-scope work and Supplementary Tickets: A Service Provider may identify additional work during a job. A Service Provider must not perform work outside the accepted ticket without a Supplementary Ticket approved through the Platform. Work performed outside the accepted ticket or an approved Supplementary Ticket is at the Service Provider’s sole financial risk, will not be compensated by Mersul or the Owner, and creates no obligation for the Owner to accept, keep or pay for it.

6. Pricing, Payments and Payouts

Planned marketplace payments and Service Provider onboarding will use Stripe Connect Express. Mersul will collect marketplace charges on its platform account and separately transfer amounts owed to Service Providers to their connected Stripe accounts. A Service Provider may also enter a direct agreement with Stripe during onboarding, including Stripe’s Connected Account Agreement. Mersul is not a bank and does not offer a deposit or escrow account. This does not disclaim Mersul’s limited payment collection agency or its obligations under this section.

Service Provider agreement — limited payment collection agent: Each Service Provider expressly appoints Mersul as its limited payment collection agent solely to accept, hold and settle payments from Owners for services that Service Provider performs through the Platform. Mersul accepts this appointment. Receipt by Mersul through its payment processor on the Service Provider’s behalf constitutes receipt by the Service Provider. For card payments, this occurs when the charge is successfully captured, not when an authorization hold is placed or when a later transfer or bank payout occurs. This appointment applies to payments for services performed by Service Providers, not to Mersul’s own subscription fees or to unrelated money transfers.

Service Provider acknowledgment — discharge and recourse: The Service Provider agrees that successful capture by Mersul fully discharges and extinguishes the Owner’s payment obligation to the Service Provider to the extent of the amount captured for that Service Provider’s services, whether or not Mersul later remits it. The Service Provider bears the risk of Mersul’s failure to remit, including insolvency or a payment processor freeze. For that failure, the Service Provider’s sole recourse is against Mersul; the Service Provider must not demand payment from, bring a claim against, or pursue collection against the Owner for the discharged amount. Mersul remains responsible for remitting the Service Provider Net owed under this section. A delay, freeze or failure to remit does not revive the Owner’s discharged debt.

Service Provider public payment notice: Each Service Provider must publicly identify Mersul as authorized to accept payment on its behalf for Platform jobs. The Service Provider authorizes Mersul to display that notice on its Platform listing, job offers, checkout and receipts, and must include it in any payment instructions the Service Provider supplies for those jobs. The notice must explain that payment received by Mersul satisfies the Owner’s obligation to the Service Provider to the extent received.

Fleet terms — payment and satisfaction of debt: The Owner acknowledges that Mersul collects payment as the Service Provider’s limited payment collection agent. Mersul’s successful capture of the agreed charge fully discharges and extinguishes the Owner’s payment obligation to the Service Provider to the extent of the amount captured for that Service Provider’s services. The Owner will not be required to pay that amount again because Mersul or its payment processor delays, freezes or fails to remit the funds, including if Mersul becomes insolvent. An authorization hold or an unsuccessful capture does not constitute payment; a partial capture satisfies only the amount captured.

Custody and insolvency risk: Collected funds are held in Mersul’s commingled Stripe platform balance, not in a dedicated trust, escrow or for-benefit-of (FBO) account for Service Providers. Service Providers have no contractual promise of segregated or bankruptcy-protected funds. If Mersul becomes insolvent, a Service Provider may have only an unsecured claim for unpaid amounts and may recover less than the amount owed or nothing. The legal treatment of those funds and claims is determined by applicable law. This risk does not affect the Owner’s discharge upon successful capture.

Platform pricing: Subscription prices, transaction fees, processing fees and any expedite or other charge will be stated in the accepted order form, pricing page or job offer. These Terms do not set a current subscription amount or Service Provider percentage. A charge not disclosed before the applicable purchase or job acceptance will not be added afterward. Job prices shown to Owners include card processing; no separate card fee is added.

Payment authorization: By placing a job or authorizing one through an active automation rule, the Owner authorizes Mersul to place a hold for the agreed estimate on the payment method on file before work begins and to capture the final agreed amount when the completed job is marked Ready on the Platform. The final charge may change only as disclosed in the job terms or when the Owner approves a revised scope or amount. A failed or delayed capture does not permit a Service Provider transfer before payment is successfully captured.

Automated authorization: Configuring an auto-approve ceiling or other automation rule is the Owner’s authorization for every job that rule matches. By setting a rule, the Owner authorizes Mersul to dispatch, authorize payment for, and capture funds for any job at or below the threshold that rule defines, without a further approval step, and agrees that a charge made under an active rule was authorized by the Owner. A rule can be changed or switched off at any time and applies only to jobs dispatched while it is active. The Platform records the rule in force at dispatch, and that record is the evidence of authorization for the resulting charge.

Review Window and Service Provider settlement: A 24-hour review and dispute window (the “Review Window”) begins when a job is marked Ready, as recorded on the Platform. Mersul will hold collected funds during that window and will not initiate a transfer to the Service Provider before it expires. If a dispute is open, the hold continues until final resolution under section 7. After the Review Window expires without an open dispute, or an open dispute is finally resolved after that window, Mersul will initiate transfer of the amount owed to the Service Provider’s connected Stripe account, subject to successful capture and the processing conditions below. A delayed capture does not move the Review Window’s start from Ready.

Service Provider Net and payout processing: The “Service Provider Net” is the collected amount payable for the Service Provider’s services, less Mersul’s platform fee and any other deductions disclosed before job acceptance, adjusted for authorized refunds and shortfall offsets under this section. A transfer to the connected Stripe account is distinct from Stripe’s subsequent payout to the Service Provider’s bank. Transfer processing and bank arrival remain subject to Stripe funds availability, bank processing, applicable reserves, risk review and legal requirements. These conditions may delay settlement but do not shorten the Review Window or revive discharged Owner debt. Reversals and offsets are limited to those authorized by these Terms, applicable payment rules and law.

Cancellations and refunds: The cancellation, no-show, rework and refund rules shown with a subscription or job apply, subject to the Review Window and dispute provisions in this section and section 7. Except where those provisions, the displayed rule, accepted order form or law provide otherwise, subscription fees already earned for an active billing period and fees for properly completed work are not refundable.

Service Provider refund authorization and shortfalls: The Service Provider authorizes Mersul to issue partial or full refunds from collected funds to the Owner’s original payment method under the applicable cancellation and dispute rules. An amount refunded before transfer is not owed to the Service Provider. If a card-network chargeback or post-transfer refund or dispute concerning that Service Provider’s job debits Mersul for an amount already transferred to the Service Provider, the Service Provider is responsible for that amount and authorizes Mersul to record it as a shortfall and recover it by offsetting future transfers to that Service Provider. Mersul will provide a record of the reason, amount and offsets applied, will credit any subsequent recovery of the same amount, and will not recover the same shortfall twice. A shortfall does not authorize collection from an Owner merely because Mersul failed to remit a captured payment.

Payment disputes and chargebacks: Contact Mersul before initiating a chargeback so the parties can review the job record. This request does not limit a right provided by law or a payment-network rule. Users are responsible for amounts, evidence, fees or negative balances allocated to them by the accepted payment arrangement. Mersul may restrict access to investigate suspected fraud or misuse under section 11, but will not suspend access solely because an Owner exercises a chargeback or dispute right protected by law or payment-network rules.

Taxes: Each user is responsible for taxes arising from its business and transactions, except for taxes Mersul is legally required to collect, remit or report. Service Provider tax forms and identity verification may be handled through Stripe.

7. Completion Evidence, Claims and Insurance

Completion evidence: The Platform may require timestamps, location, notes and before-and-after photographs or video. Automated or human review may check whether submitted evidence appears consistent with the agreed scope. Acceptance of evidence is not a warranty that work was complete, safe or free from defects.

Marketplace review window: An Owner should report visible damage, incomplete work or a scope dispute through the Platform during the 24-hour Review Window beginning when the job is marked Ready, as defined in section 6. Collected funds remain with Mersul during that window and while a dispute remains open. The window governs expedited marketplace review and the hold on Service Provider transfers; it does not waive rights that cannot legally be waived, rights under payment-network rules, an insurer’s claim period, or a claim involving damage that could not reasonably have been discovered in that time.

Review process: Mersul may preserve relevant photos, telemetry, access logs and communications; request additional evidence; and help the parties exchange information. Mersul will maintain the transfer hold required by section 6 and may issue partial or full refunds to the Owner’s original payment method based on its resolution of the dispute. For the purpose of releasing, reducing or withholding the funds held for a job, the Owner and the Service Provider agree that the Platform’s own record — timestamped telemetry, access logs, and the before-and-after evidence and its automated review — is the record Mersul decides on, and that Mersul’s decision on that basis is final as between them for the movement of those funds. That decision governs the money held for the job only. It does not adjudicate legal liability, bind an insurer, or prevent either party from pursuing a claim against the other under section 16, subject to section 6’s prohibition on collecting a discharged payment from the Owner because Mersul failed to remit it. It does not limit rights provided by law or payment-network rules.

Who bears damage on a job: Service Providers are not required to carry commercial insurance of their own. The Platform Master Insurance Policy described below is the coverage on every job, whatever the category, funded by Mersul out of its platform fee rather than by the Owner or the Service Provider. It is subject to the limits, deductible and exclusions stated below, which is why Owners should still hold fleet coverage of their own.

Insurance acknowledgment: Before accepting a job, a Service Provider must accept Mersul’s insurance acknowledgment, which includes the deductible below and the evidence coverage depends on: before and after photos and the Service Provider’s location when the job starts and completes. Mersul does not collect or verify certificates of insurance.

Platform Master Insurance Policy: Mersul maintains a commercial master policy providing contingent liability and property damage cover for every Service Provider while performing an accepted job. Its terms are set out below rather than held in a separate document, so that what is covered can be read in the same place as the obligations it sits against. Mersul will not dispatch a job before that policy is in force and every figure below is stated. No job is dispatched without it, which is the commitment the rest of this section rests on.

Carrier: Published here before the first dispatch

Policy period: Published here before the first dispatch

Limit, per occurrence: Published here before the first dispatch

Limit, aggregate: Published here before the first dispatch

Deductible: $2,500 per claim. Where the Platform record shows the Service Provider was responsible, Mersul may assess the deductible against that Service Provider’s held payout or account balance.

Cover window: Coverage applies during the active job window and only then: from the moment the Service Provider opens the vehicle using the access the Platform granted, to the moment the job is marked complete or that window expires.

Exclusions: Cover does not extend to damage occurring outside the active job window; intentional damage, gross negligence or theft by the Service Provider; driving or relocating a vehicle without authorization; or work outside the accepted ticket or an approved Supplementary Ticket.

Primary versus contingent: Where a Service Provider carries liability or Garagekeepers Legal Liability coverage of its own, that policy is primary and the master policy applies only on a contingent or excess basis.

What creates coverage: The policy issued by the carrier named above is what creates the insurance, and its own wording governs. This section states its terms; it is not itself a policy, and neither is anything on the marketing site.

8. Reliability Index and Marketplace Decisions

The planned Reliability Index may use job acceptance, arrival against a Service Provider’s stated ETA, completion time, evidence review, disputes and feedback to rank marketplace performance. Mersul may change the methodology to address accuracy, abuse or operational needs, but will publish the factors and applicable thresholds before using the score commercially.

Consequences: Reliability information may affect job priority, eligibility, restrictions, suspension or termination. It is not a statement about a Service Provider outside the Mersul marketplace.

Explanation and correction: A Service Provider may request the principal reasons for an account-impacting decision, correct an inaccurate underlying record and request human review. Except for an urgent safety, security or fraud restriction, Mersul will not make a final account-termination decision solely through automation.

Manipulation: Users may not fabricate evidence, coordinate false feedback, create duplicate identities, interfere with measurement or otherwise manipulate marketplace ranking.

9. Privacy, User Content and Operational Data

Privacy: The Privacy Policy explains what information Mersul collects, how it is used and shared, retention, cookies, privacy rights, and planned vehicle and marketplace processing. It is incorporated into these Terms by reference.

Your content: You retain ownership of photographs, notes, messages and records you submit. You grant Mersul a non-exclusive, worldwide, royalty-free license to host, copy, process, display and disclose that content only as reasonably needed to operate, secure and improve the Platform, complete a job, administer an account, handle a dispute or comply with law. This license permits use of service providers and job counterparties for those purposes and lasts only as long as the content is retained lawfully.

Your assurances: You represent that you have the rights and permissions needed to submit content and allow the uses above. Do not submit unrelated personal information, unlawful material, trade secrets you are not authorized to disclose or photographs unrelated to the dispatched vehicle and job.

Aggregated information: Mersul may create and use aggregate or de-identified information that cannot reasonably be linked to a person, account or vehicle. We will not attempt to re-identify information we maintain as de-identified except to test whether de-identification remains effective or as law permits.

Feedback: If you voluntarily suggest an improvement, Mersul may use the suggestion without payment or restriction, but this does not transfer ownership of your pre-existing materials.

10. Mersul Intellectual Property and Restrictions

Limited license: Subject to these Terms and any accepted order form, Mersul grants an authorized user a limited, non-exclusive, non-transferable and revocable right to use the site and Platform for its intended commercial purpose during the applicable term.

Mersul property: Mersul and its licensors retain all rights in the software, interfaces, workflows, documentation, marketplace design, Reliability Index methodology, branding and other materials we provide, excluding user content.

Restrictions: Except where law expressly permits it, you may not copy, sell, sublicense or redistribute the Platform; scrape or bulk-export data outside an available export feature; reverse engineer or bypass technical controls; probe for vulnerabilities without written authorization; use the service to develop a competing dataset or model; or interfere with other users or Platform operation.

Third-party marks: Tesla, Cybercab and Robotaxi are trademarks of Tesla, Inc. Mersul uses those names only to identify relevant vehicles, programs and compatibility. Mersul is not affiliated with, endorsed by or a partner of Tesla, Inc.

11. Suspension, Termination and Exit

Suspension by Mersul: We may restrict or suspend access to protect a person or vehicle, investigate suspected fraud or unauthorized access, respond to a provider or insurer requirement, address nonpayment, or prevent a material breach. Where reasonably possible, we will explain the restriction and how to seek review.

Termination by you: You may stop using the site at any time. When platform accounts are available, the accepted subscription or order form will state cancellation timing. Revoking manufacturer authorization stops dependent vehicle functions but does not itself resolve outstanding jobs, fees or claims.

Termination by Mersul: We may terminate for a material or repeated breach, unlawful conduct, confirmed fraud, loss of required eligibility, a final marketplace decision under section 8, prolonged nonpayment, discontinuation of the service, or when law or a critical provider requires it. Unless an urgent risk or law prevents notice, we will provide the reason and a reasonable opportunity to export available account data or seek review.

Effect of termination: Accrued payment obligations, unresolved jobs and disputes, and provisions that by their nature should survive remain effective. Undisputed amounts properly earned remain payable, subject to payment-provider rules and law. Data is retained or deleted according to the Privacy Policy; export availability is not guaranteed after account closure. Section 6’s discharge of captured payments, prohibition on collecting those payments again for failure to remit, and Mersul’s obligation to remit amounts owed survive suspension, termination and revocation of the collection agency.

12. Third-Party Services and Service Changes

The Platform depends on services Mersul does not control, including vehicle-manufacturer APIs, communications networks, mapping and cloud services, payment processors, banks and insurers. Their outages, eligibility decisions, geographic limits, prices and terms may delay, change or prevent a Platform function.

Changes and discontinuation: We may change, add or remove pre-launch features. After commercial activation, we may modify the Platform to improve security, comply with law or provider requirements, or develop the service. If a change materially removes a paid core function, the applicable order form or notice will describe available cancellation or credit rights.

Third-party agreements: You are responsible for agreements you enter with Tesla, Stripe, an insurer, a bank, an Owner, a Service Provider or another third party. These Terms do not amend those agreements, and Mersul is not responsible for another party’s products, services or promises.

No default service level: These Terms do not promise a particular uptime, response time, dispatch time or service credit. A service-level commitment applies only if an accepted order form identifies the covered service, measurement method, exclusions and remedy.

13. Disclaimers

To the fullest extent permitted by law, the website, early-access program and Platform are provided “AS IS” and “AS AVAILABLE”. Mersul disclaims express, implied and statutory warranties, including merchantability, fitness for a particular purpose, title and non-infringement.

Mersul does not guarantee a launch date, commercial opportunity, continuous availability, uninterrupted manufacturer API access, error-free telemetry, response time, Service Provider quality, job outcome, payment timing or that automation will identify every vehicle condition or incomplete service. Owners and Service Providers must use professional judgment and appropriate safety processes. No website content is legal, tax, insurance, investment or financial advice.

Some jurisdictions do not allow particular warranty exclusions. In that case, an exclusion applies only to the maximum extent allowed by law.

14. Limitation of Liability

To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill, opportunity or data, arising from these Terms even if advised that the loss was possible.

To the fullest extent permitted by law, Mersul’s total aggregate liability arising out of or relating to the website, Platform and these Terms will not exceed the greater of the fees paid to Mersul by the claimant during the 12 months before the event giving rise to the claim or one hundred US dollars. Payment or coverage provided directly under an insurance policy is governed by that policy and does not reduce or expand this contractual cap.

These limitations do not apply to payment obligations for completed services, including Mersul’s obligation to remit collected amounts owed to Service Providers under section 6, either party’s indemnification obligations, or liability that cannot lawfully be excluded or limited. Nothing in these Terms excludes liability for a party’s fraud, gross negligence or willful misconduct, or for death or personal injury caused by negligence where such an exclusion is prohibited.

15. Indemnification

You will defend, indemnify and hold harmless Mersul and its officers, employees and agents from a third-party claim, damage, judgment, penalty, cost or reasonable legal fee arising from: your breach of these Terms; your vehicle, business, personnel, content or accepted job; work you performed or failed to perform; your misuse of vehicle access or personal information; your infringement of another party’s rights; or your violation of law.

This obligation applies only to the extent the claim was not caused by Mersul’s own breach, negligence or willful misconduct. Mersul will give reasonably prompt notice, allow you to control the defense with qualified counsel, and provide reasonable cooperation at your expense. You may not settle a claim in a way that admits fault by, imposes an obligation on, or fails to release Mersul without our written consent, which will not be unreasonably withheld.

16. Governing Law and Disputes

Informal resolution: Before filing a claim, email support@mersul.com with enough detail for the parties to investigate. Each party will attempt in good faith to resolve the dispute for 30 days. This does not prevent a request for urgent injunctive relief or cause a filing deadline to expire.

Arizona law and courts: These Terms are governed by Arizona law, without regard to conflict-of-law rules. Subject to any jurisdiction or venue that cannot lawfully be waived, unresolved disputes are subject to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona, and each party consents to personal jurisdiction and venue there.

17. General Terms

Changes to these Terms: We may update these Terms by posting a revised version and changing the date above. If an update materially reduces an active platform user’s rights or increases their obligations, we will provide at least 30 days’ advance notice unless an urgent legal or security change requires less time. Where required, we will request affirmative acceptance. A fee change does not affect a billing period already paid.

Force majeure: Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disaster, widespread network or utility failure, labor disruption, war, civil disorder, government action or failure of a critical third-party service. This does not excuse payment obligations already accrued.

Notices: Mersul may send operational and legal notices to the email associated with an account or post them prominently in the Platform. Notices to Mersul must be sent to support@mersul.com. Keep your email address current.

Assignment: You may not assign these Terms without Mersul’s written consent. Mersul may assign them in connection with a merger, reorganization, financing, sale of substantially all relevant assets, or by operation of law, provided the assignee assumes Mersul’s obligations.

Order of documents: A signed or electronically accepted order form may add product, price and service terms. If it expressly conflicts with these Terms, the order form controls for that conflict, except that section 6’s limited collection agency, discharge of Owner debt, prohibition on collection for failure to remit, and minimum Review Window and dispute holds control over conflicting order forms, job offers or other agreements. No later agreement or change to these Terms can retroactively undo an Owner’s discharge for a payment already successfully captured. The Privacy Policy controls the description of personal-information processing. Provider agreements govern the provider’s own service.

Entire agreement: These Terms, the Privacy Policy and any accepted order form are the complete agreement between you and Mersul about their subject and replace prior discussions or statements about that subject. They do not replace a separate signed agreement that expressly says it supersedes them, subject to the protections preserved in the order of documents provision above.

Severability and waiver: If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. A failure or delay in enforcing a provision is not a waiver. Headings are for convenience only.

Contact: Mersul, LLC, Tempe, Arizona, United States — support@mersul.com

18. SMS Terms

Program: Mersul. With your consent, Mersul sends recurring automated text messages about your account, jobs dispatched or offered through the Platform, and offers. You opt in only by checking the separate, optional box on a Mersul sign-up form or giving the same consent in your account. Consent is not a condition of purchase.

Frequency and cost: Message frequency varies. Message and data rates may apply.

Opting out and help: Reply STOP to any message to opt out, or HELP for help. You can also reach us at support@mersul.com.

Carriers: Mobile carriers are not liable for delayed or undelivered messages.

Privacy: The Privacy Policy explains how we handle your mobile number and consent.

19. Referral Credits

How it works: When Mersul runs its referral program, you may share your referral link. If an account is created through it and both your account and the referred account are set up to be billed or paid, each of you receives the credit Mersul describes when the link is shared: subscription credit for a fleet owner, or credit against Mersul’s platform fee for a service provider.

Non-cash: Referral credits are not cash, have no cash value, cannot be paid out, transferred or sold, and can only be used against Mersul’s own charges.

One reward per account: Each referred account earns one reward, once. You cannot refer yourself, an account you belong to, or an account you control.

Abuse: Mersul may hold a referral for review, and may refuse or void credits obtained through self-referral, duplicate or fake accounts, or other abuse of the program.

No expiry or cap: Credits do not expire, and there is no limit on how many people you refer.

Changes: Mersul may change or end the program at any time. Credits already issued to your account remain available after a change or the end of the program.

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