Grow your business with Agero & ATI

There is no enrollment fee! You pay a flat per lead fee of $50 for each vehicle sent to your facility. You only pay if the vehicle arrives at your shop, so there is no risk to enrolling in this program.

The average repair order through the program is between $750-$1100. Most vehicles towed in as part of this program require mechanical repair, which is why we're excited to offer you access to this program through ATI. 

No set markup or hourly rates, just take care of the customer like anyone who comes to your shop today. 

When the vehicle is on its way to your facility, you will receive an email that includes the customer and vehicle information. Additionally, you'll receive an email notifying you of the upcoming transaction. You will not be charged until the end of the month. 

Any questions you have can be answered by our customer support team. You can get in touch with them via email using repairadvantage@agero.com or via the support form on the Repair Advantage Resource Hub.

Customer support tickets can be submitted via the form on the Repair Advantage Resource Hub. You can expect a response to your ticket within 48 hours of submission.

Reach out to our team at repairadvantage@agero.com and they can set you up with a single billing account for all your locations.

REPAIR ADVANTAGE SERVICES AGREEMENT

Last Updated as of  June 28, 2024

THIS REPAIR ADVANTAGE SERVICES AGREEMENT (this “AGREEMENT”) INCLUDES AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRES  DISPUTES BETWEEN US TO BE RESOLVED THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT, AND REQUIRES CLAIMS BE BROUGHT INDIVIDUALLY, NOT AS A CLASS REPRESENTATIVE OR CLASS MEMBER. SEE SECTION 11 “ARBITRATION AGREEMENT” FOR MORE INFORMATION REGARDING THESE REQUIREMENTS.

This Agreement is entered into by and between the company identified within the online enrollment form for enrollment in the Repair Advantage Program (“Company”) and Agero Customer Services, Inc. (“Agero”), and governs the Company’s participation in the Repair Advantage Program as  for the referral by Agero of Company’s designated auto repair shop facilities as a “certified repair facility” for the provision of vehicle repair services for Agero Consumers (defined below). Capitalized terms used herein shall have the meaning ascribed to them in this Agreement.

BY ACCESSING AGERO’S REPAIR ADVANTAGE PROGRAM ENROLLMENT SITE (THE “ENROLLMENT SITE”) AND COMPLETING THE REPAIR ADVANTAGE PROGRAM ONLINE ENROLLMENT FORM (THE “ENROLLMENT FORM”) AND CLICKING “ACCEPT” AT THE BOTTOM OF THIS PAGE OR ON THE ENROLLMENT FORM, THE COMPANY AGREES TO BE BOUND BY THIS AGREEMENT, AND YOU REPRESENT AND CONFIRM THAT A) YOU ARE LEGALLY AUTHORIZED TO BIND THE COMPANY HERETO, B) YOU HAVE ACCURATELY AND TRUTHFULLY COMPLETED THE ONLINE ENROLLMENT FORM, AND C) YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE ON COMPANY’S BEHALF TO BE BOUND BY ITS TERMS AND CONDITIONS.  IF YOU ARE NOT SO AUTHORIZED OR IF THE COMPANY IS UNWILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON OR SUBMIT THE ENROLLMENT FORM.

This Agreement may be modified or updated from time to time by Agero, effective upon posting of an updated version of this Agreement on the Enrollment Site. Agero shall notify Company of any changes to this Agreement and Company shall have thirty (30) days from receipt of such notice to review such changes (“Review Period”). If Company does not approve of the changes, Company may terminate this Agreement by providing written notice to Agero prior to the end of the Review Period. The Company’s continued participation in the Repair Advantage Program after the end of the Review Period shall constitute the Company's consent to such changes.

By submitting the Enrollment Form for participation in the Repair Advantage Program, Company hereby acknowledges, agrees and accepts the following terms and conditions of the Repair Advantage Program: 

1. CERTAIN DEFINITIONS

When used in this Agreement, in addition to the definitions otherwise set forth herein,

1. “Agero Consumers” shall mean those end-consumers that have contacted Agero or Agero’s clients for products and/or services that include the provision of towing services.
2. “Agero Dispatch” shall mean the activity of dispatching a tow service for the benefit of an Agero Consumer, where the cost of the tow service will be managed through Agero on behalf of the consumer. 
3. “Client” shall mean the corporate client of Agero through which Company was referred to the Repair Advantage Program.
4. “Dispatch Fee” shall mean the fee charged to the Company per Validated Agero Dispatch, as specified in the Enrollment Form.
5. “ISPs” shall mean the independent service providers dispatched by Agero for the provision of towing services for Agero Consumers.
6. “Participating Locations” shall mean Company’s owned and operated repair centers located in the United States that have been identified by Company to Agero for participation in the Repair Advantage Program, and that have been identified in the Enrollment Site pursuant to Section 2(a) of this Agreement. 
7.  “Repair Advantage Program” shall mean the referral activities of Agero identifying the Participating Locations to Agero Consumers, that may result in Agero Dispatches to the identified Participating Location. 
8. “Tow System” shall mean Agero’s proprietary network of ISPs that receive a dispatch by Agero or its affiliates.
9. “Towed Vehicles” shall mean a vehicle that is brought to a Participating Location through the Tow System, including vehicles that are subsequently not repaired at the Participating Location.

2. RIGHTS AND RESPONSIBILITIES OF COMPANY

1. Company shall be solely responsible for, and have all rights with respect to, all aspects of the operation of the Participating Locations. Company shall provide Agero, through the Enrollment Site, the following information about each of the Participating Locations: (i) shop id; (ii) name of the shop; (iii) street address; (iv) name of key contact at the shop; (v) shop phone number; (vi) shop email address; (vii) general profile information, including, days and hours of operations, specific services/repairs, Company’s internal rating; (viii) status of certified technician(s) on duty during regular business hours; and (ix) Company’s corporate credit card information for monthly billing. In addition, the parties may mutually agree to provide additional information associated with the shop. Company shall promptly provide Agero with updated information (including, without limitation, updated corporate credit card information) through the Enrollment Site.
2. Company shall cause each of the Participating Locations to perform its repair services arising under the Repair Advantage Program utilizing the highest standards of care, skill and diligence utilized in the vehicle repair industry. Company represents and warrants that it will not act, or neglect to act, in a way that would injure the goodwill associated with the Agero brand or the name brand associated with any of its clients. Company shall not make, and shall cause the Participating Locations not to make, any representations to the public regarding services provided to Agero Consumers or Agero’s clients. The provisions of this Section 2(b) shall survive termination of this Agreement.
3. Company’s use of the data provided by Agero that relates to Agero Consumers shall be deemed confidential to Agero and its clients and shall only be used by Company and a Participating Location for the purpose of complying with this Agreement; provided that once any such Agero Consumer has entered into an agreement with a Participating Location for repair services, the data acquired from such consumer during the receipt of such repair services shall not be subject to this restriction. Subject to the foregoing, Company and the Participating Locations shall not communicate directly with the Agero Consumer unless related to supporting the Agero Consumer’s applicable Agero Dispatch while such dispatch is underway, nor shall Company or a Participating Location communicate with any of Agero’s clients regarding the Repair Advantage Program, unless Agero has provided prior written approval.
4. Company shall, and shall cause the Participating Locations to resolve all claims and damages claims made against Company and/or such Participating Location, on a good faith basis, that relate to a Towed Vehicle. Company agrees to immediately notify Agero of any claims of damages to vehicles or other bodily injury, property damage or personal injury, service disputes or related claims related to a Towed Vehicle, and to work with, and cause the Participating Location to work with, Agero or the consumer on a good faith basis for the prompt resolution of such disputes.  
5. For Agero’s compliance requirements, Company agrees to provide Agero with examples of promotional materials relating to the Repair Advantage Program that Company uses with the recruiting, training and monitoring of the Participating Locations.
6. Company acknowledges and agrees to comply with the following terms and conditions of the Repair Assistance Program:

1. Company acknowledges that Agero does not guarantee a level of repair activity, that the election to have a vehicle towed to the Participating Location is entirely that of the Agero Consumer.
2. Company acknowledges that an Agero Consumer may initially desire to have his or her vehicle towed to the Participating Location but later change his or her mind. Company agrees that it will not challenge such decision by calling the Agero Consumer or by other means.
3. Company acknowledges that the repair services it provides to the Agero Consumer’s towed vehicle are through a contract directly between the Agero Consumer and the Participating Location and that neither Agero nor the ISP shall be responsible for any charges associated with the repairs.
4. Company and each Participating Location (1) maintains all applicable licenses and registrations required for the management and operation of the Participating Locations, and (2) complies with any and all local, state and federal laws, regulations, rules or ordinances governing the operation of a vehicle service and repair facility.
5. The Agero name and/or trademarks shall not be used in any manner by Company or a Participating Location without the express written approval of Agero.
6. Company agrees that a towed-in vehicle from Agero will not incur any additional charges beyond those normally charged by the Company (or a Participating Location) for the services required to get the vehicle back on the road and agreed to by the vehicle owner (e.g., there will not be an added fee for towing the vehicle).
7. As of the date hereof, and during the term of this Agreement, Company shall comply with the following Repair Advantage Program requirements:

• Centralized Decision Making 
• Integrated Network Systems
• Enterprise Program Administrator 
• Confirmed Certified Technician(s) on duty during regular hours of operation in all Participating Locations
• Customer satisfaction rating in the top quartile of Company’s satisfaction assessment
• Connected Inbound Lead Processing
• Participating Location Profile Information 
• Delivery Confirmation Process Alignment
• Standing Customer Parts & Labor Discount, or Fair Price Guaranty, or Price Match Program (standard discount established by Company in its sole discretion, which must be honored at all times by each Participating Location for all Agero Consumers during the Term)
• Standing Parts & Labor Warranty (standard warranty for parts (at minimum, pass through of manufacturer warranty) and labor, established by Company in its sole discretion, which must be honored at all times by each Participating Location for all Agero Consumers during the Term)

1. On a quarterly basis, Company shall provide Agero reporting capturing the following details on an aggregated, anonymized basis, with respect to repair services rendered by each Participating Location to Towed Vehicles in connection with the Repair Advantage Program:

1. i) Total number of repairs completed per service category by each Participating Location;
2. ii) Total top line revenue per service category by each Participating Location; and 

iii) Total dollar value of discounts provided to Agero Consumers under the Repair Advantage Program.

3. RIGHTS AND RESPONSIBILITIES OF AGERO

1. Agero shall be solely responsible for, and have all rights with respect to, all towing aspects of the Tow System, including, without limitation, contracting with the ISPs and paying such ISPs for the cost of the towing services.
2. Upon receiving a request from an Agero Consumer for tow services for a disabled vehicle in need of repairs, Agero may present one or more of the Participating Locations as a vehicle repair facility located near the disablement location.    
3. Nothing in this Agreement shall require Agero to recommend that an Agero Consumer have his or her vehicle towed to a Participating Location. 
4. Agero agrees to update its internal systems with details from the information provided by the Company related to each Participating Location through the Enrollment Site on a timely basis. Agero acknowledges that only those Participating Locations identified through the Enrollment Site are eligible for the Repair Advantage Program; notwithstanding the foregoing, Agero will have up to five business days to update its internal systems.
5. Agero will provide a data file to Company setting forth the Agero Dispatch activity for all Participating Locations, with the records providing for each recommendation the following details (the “Agero Dispatch Record Details”), to the extent available:  (i) case_id, (ii) task_id, (iii) task_status_code, (iv) date_of_service, (v) time_of_dispatch, (vi) shop name or shop_id, (vii) customer_first_name, (viii) customer_last_name, (ix) vehicle year, (x) vehicle make, (xi) vehicle model, (xii) vehicle color, (xiii) vehicle problem, and (xiv) vehicle vin. Company acknowledges and agrees that such data files are Confidential Information belonging to Agero, and such materials are subject to Section 6 of this Agreement.
6. Each Agero Dispatch that satisfies the following conditions shall be considered a “Validated Agero Dispatch” for which Company will be charged a Dispatch Fee:

1. Agero represents that the Agero Consumer was dispatched to the recommended Participating Location, and Agero is unaware of any status changes following the Agero Dispatch to the Participating Location, where such knowledge is based on any of the following: (i) customer canceled and notified Agero of such cancelation; (ii) service/tow provider canceled and notified Agero of such cancelation; or (iii) Agero determines that the event was a “GOA” (gone on arrival); 
2. Agero has provided the Participating Location with the data elements associated with the Agero Dispatch Record Details, to the extent available, which at minimum shall include either (i) Towed Vehicle VIN (vehicle identification number) with either (A) Agero Consumer first name/last name, and/or (B) phone number; and/or (ii) evidence of delivery confirmation through any one of the following: (1) ISP GPS lat./long. location details, (2) photo capture, or (3) SMS text message confirmation provided to Agero by the Agero Consumer or the ISP; and
3. The Agero Dispatch is specific to a unique dispatch event (e.g. case_id) and is not duplicative.

1. Agero may use the information about Participating Locations (such as locations, hours of operation, services, etc.) and images (such as photographs of street view of Participating Locations), provided to Agero by the Company, for any of its internal business purposes, including in connection with providing the referral services under this Agreement through its customer web applications and contact center support services made available to Agero Consumers in need of automotive repair and maintenance services. Company warrants and represents that it has the rights to provide Agero with such information. 
2. Agero may in its sole discretion suppress the recommendation of any Participating Location, including without limitation due to Agero’s decision that such Participating Location does not provide the level of services that are appropriate. 
3. Agero may share with Client copies of all Billing Statements (defined below) provided to Company, as well as detailed reporting related to the Repair Advantage Program, which may include the following metrics for Company and Participating Locations:

• tow volume (monthly)
• bill through rate (monthly)
• market density (quarterly)
• scorecard (quarterly)

4. PAYMENT

1. For each Validated Agero Dispatch, Company shall be obligated to pay Agero the Dispatch Fee.
2. Each month Agero will provide Company with a monthly billing statement email (the “Billing Statement”), including the Agero Dispatch Record Details, to the extent available, related to each Agero Dispatch from the immediately prior month. Upon receipt of the Billing Statement, Company shall have five (5) days (the “Dispute Period”) to submit a dispute request via the Repair Advantage support page located in the Enrollment Site, specifying each Agero Dispatch that is in dispute and the reason for the dispute. Both parties agree to work together to resolve disputes in a good faith and timely manner.
3. Payment will be made by Company through the credit card provided to Agero in the Enrollment Form. By providing Agero with a valid credit card and entering into this Agreement for enrollment in the Repair Advantage Program, Company is authorizing Agero to charge the credit card on file each month based on the total number of undisputed Validated Agero Dispatches transacted during the prior month. The Company credit card on file will be charged immediately following the Dispute Period. In the event that a credit card is declined, Company will be removed from the Repair Advantage Program until such time as payment for the declined transaction is received and a valid credit card is provided to Agero through the Enrollment Site. Payments not received when due as a result of the credit card on file being declined are subject to interest at the rate of twelve percent (12%) per annum from the due date. 
4. The Dispatch Fee shall remain fixed for the first twelve months following the Commencement Date (defined below). Thereafter, Agero may notify Company in writing of any changes to the Dispatch Fee in advance of such change taking effect.

5. TERM AND TERMINATION

1. The term of this Agreement shall commence on Agero’s acceptance of the Enrollment Form (the “Commencement Date”) and continue unless and until terminated as provided herein.  
2. Agero may terminate this Agreement with immediate effect by written notice to Company if Agero elects at any time in its sole and absolute discretion to terminate the Repair Advantage Program or to remove Company and/or the Participating Locations from the Repair Advantage Program.
3. Either party may terminate this Agreement for convenience by providing the other party with at least ninety (90) days’ prior written notice, with such notice setting forth the termination date.
4. Either party may terminate this Agreement with immediate effect by written notice to the other party if the other party is in material breach of this Agreement and fails to cure such breach within thirty (30) days of written notice of such breach.
5. Either party may terminate this Agreement with immediate effect by written notice to the other party in the event that:

(i) the other party shall commence a voluntary proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency or similar law for the relief of debtors now or hereafter in effect, or seeking appointment of a trustee, receiver, liquidator or other similar official for it or any of its property, or shall consent to have any such relief, or shall agree on a moratorium with its creditors, or shall fail generally to pay its debts as they become due, or shall take any action in furtherance of any of the foregoing;

(ii) an involuntary case or other proceeding shall be commenced against the other party seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator or other similar official over it or any of its property and such involuntary case or other proceeding shall remain undismissed for a period of sixty (60) days;

(iii) an order for relief shall be entered against the other party under any bankruptcy or similar law now or hereafter in effect;

(iv) the other party is unable, or admits in writing that it is unable, to pay its debts as they mature; or

(v) the other party shall be dissolved or its assets liquidated.

6. CONFIDENTIALITY

(a) Each party agrees to treat all of the provisions of this Agreement (including pricing terms) as well as all information or data regarding the other party, its products, services, customers (including without limitation Agero Consumers), dealers, operations, trade secrets or financial status, as confidential and proprietary, and shall not publish or otherwise disclose any item of such information (herein “Confidential Information”) to anyone, for any purpose, except as specified herein, without the specific prior written consent of an officer of the other party, except that the recipient may disclose the Confidential Information to its employees, directors, agents, contractors, consultants, and advisors with a need to know, who the recipient advises of the obligations of confidentiality hereunder and who agree to act in accordance with this Section 6. For the avoidance of doubt, Agero and Company may share the provisions of this Agreement, including pricing terms, as well as information and data regarding the Company’s enrollment in the Repair Advantage Program with Client.

Company agrees that the information relating to Agero’s Tow System and any information that it receives from Agero prior to providing the repair services that relates to a potential customer (such as name, phone number, car description, type of vehicle damage) is “Confidential Information” and will not be used in any manner other than to accept the tow. Company agrees to promptly destroy and not to retain the confidential information in the event it does not provide services to the potential customer. Company will maintain the confidentiality of the confidential information using procedures no less rigorous than those used to protect and preserve the confidentiality of its own similar proprietary information; provided that in no event shall Company use less than a reasonable degree of care to protect and preserve the confidential information. Company acknowledges that a breach of its obligations may result in irreparable and continuing damage to Agero for which monetary damages will not be sufficient. 

(b) The parties each acknowledge, as a recipient, the competitive value and confidential nature of the Confidential Information and that disclosure thereof to any third party could be competitively harmful to the disclosing party.  Each party acknowledges and agrees that the remedy at law for a breach or threatened breach of any of the provisions of this Section 6 would be inadequate to the non-breaching party, and, in recognition of that fact, in the event of a breach or threatened breach by a party, it is agreed that, in addition to its remedy at law, the non-breaching party shall be entitled to seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy that may then be available.  Nothing herein shall be construed as prohibiting a party from pursuing any other remedies available to it for such breach or threatened breach. 

(c) In the event that the recipient or any party to which the recipient transmits the Confidential Information in accordance with this Agreement is compelled by court order, subpoena or other legal process to disclose any of the Confidential Information, the recipient shall notify the disclosing party, so that the disclosing party may seek a protective order or other appropriate remedy. In the event that the disclosing party fails to obtain such protective order or other remedy, the recipient shall furnish only that portion of the Confidential Information that is legally required and the recipient shall exercise its commercially reasonable efforts (any substantive costs to be borne by the disclosing party) to obtain reasonable assurance that confidential treatment will be accorded the Confidential Information.

(d) The provisions of this Section 6 shall survive the termination of this Agreement.

7. LIMITATION OF LIABILITY

(a) TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER, OR OTHERWISE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, LOST PROFITS, LOST SAVINGS OR LOSS OF USE, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY.  

(b) The provisions of this section 7 shall survive the termination of this Agreement. 

8. INDEMNIFICATION

(a) Agero agrees to indemnify, hold harmless and defend Company and its officers, directors, employees and agents (“Representatives”) from and against all third party losses, damages, demands, claims, suits and other liabilities, including reasonable attorney fees and other expenses of litigation, arising out of or relating to the towing services provided to the Towed Vehicle prior to drop off by the  at the ISP at the Participating Location (excluding losses to the extent caused by Company, the Participating Location or their respective Representatives), or Agero’s breach of any term of this Agreement.  

(b) Company agrees to indemnify, hold harmless and defend Agero, its subsidiaries and affiliated companies, and Agero’s Representatives from and against third party all losses, damages, demands, claims, suits and other liabilities, including reasonable attorney fees and other expenses of litigation, arising from or relating to any (i) acts or omissions of the Company, a Participating Location, or any of its employees, subcontractors, and agents in connection with repair services provided to Agero Consumers referred to Company through the Repair Advantage Program, (ii)  the Towed Vehicles once dropped off by the ISP at the Participating Location, or (iii) Company’s breach of any term of this Agreement.

(c) If either party (the “Indemnitee”) has reasonable cause to believe it has grounds for indemnification under this Agreement, it shall promptly deliver a notice of its claim (the “Claim”) to the other party (the “Indemnitor”), setting forth with reasonable particularity the grounds for the Claim.  If there is asserted any Claim by a person (including any entity or governmental organization or agency) not a party to this Agreement (a “Third Party Claim”) (including, without limitation, a Claim demanding that the Indemnitee take any action in respect of or relating to the Services), the Indemnitee must notify the Indemnitor in writing of the Third Party Claim as soon as practicable after receipt by such Indemnitee of written notice of the Third Party Claim.  Thereafter, the Indemnitee shall deliver to the Indemnitor, as soon as practicable after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.  The failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnitee, except to the extent the Indemnitor demonstrates that the defense of such action is prejudiced by the Indemnitee’s failure to give such notice.

(d) The Indemnitor will be entitled to participate in the defense of a Third Party Claim made against an Indemnitee and, if it so chooses, to assume the control of the defense thereof with counsel selected by the Indemnitor.  If the Indemnitor elects to assume the control of the defense of a Third Party Claim, the Indemnitee (i) will cooperate fully with the Indemnitor in connection with such defense, (ii) will not admit any liability with respect to, or settle, compromise or discharge any Third Party Claim without the Indemnitor's prior written consent and (iii) will agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnitor may recommend and which by its terms obligates the Indemnitor to pay the full amount of the liability in connection with such Third Party Claim and which releases the Indemnitee of any further liability associated therewith.

(e) In the event the Indemnitor assumes the control of the defense of any Third Party Claim as provided above, the Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense.  If the Indemnitor does not so assume the control of the defense of any such Third Party Claim, the Indemnitor shall be entitled to participate in (but not control) such defense with its own counsel at its own expense.  

(f) The provisions of this Section 8 shall survive the termination of this Agreement.

9. INSURANCE

Company agrees to maintain insurance coverage for each of the Participating Locations with insurance carriers reasonably acceptable (A.M. Best rating of A- or greater) and in the amount of at least $1 million per occurrence.  Company agrees to furnish Agero, promptly upon request, a current certificate showing compliance with the insurance requirements. Company’s furnishing of certificates of insurance or purchase of insurance shall not release or limit its obligations or liabilities under this Agreement. The provisions of this Section 9 shall survive termination of this Agreement.

10. COMPANY REPRESENTATIONS AND WARRANTIES

Company represents and warrants to Agero that as of the date hereof and while this Agreement is in effect:

1. Company is a duly organized, validly existing corporation in good standing in the state in which it was incorporated and all of the jurisdictions in which it is conducting business.
2. Company has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.
3. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, receivership, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
4. No consent, approval or authorization from any third party is required in connection with the execution, delivery and performance of this Agreement by Company, except such as have been obtained and are in full force and effect.
5. The execution, delivery and performance of this Agreement by Company will not constitute a violation of any law, rule, regulation, court order or ruling applicable to Company.
6. Company owns and operates each of the Participating Locations.
7. All of the information provided by the Company in the Enrollment Form is true and accurate in all respects and Company shall promptly notify Agero of any changes to such information.

11. ARBITRATION AGREEMENT

The Company must settle all disputes, claims or controversies arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, or relating to the Repair Assistance Program, by binding, non-appealable arbitration administered by the American Arbitration Association (the “Arbitration Association”) in Boston, Massachusetts under its Commercial Arbitration Rules, and the Company shall not file a claim in any court of law.  The judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each party retains the right to (i) bring an individual action for small claims in a small claims court in any venue that has jurisdiction over the claim, and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened breach of this Agreement, infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights, or to compel arbitration. THE COMPANY AGREES THAT, BY PARTICIPATING IN THE REPAIR ADVANTAGE PROGRAM, THE COMPANY IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR CONSOLIDATION WITH OTHER ARBITRATIONS.  This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision.

 The arbitration will be conducted by a single arbitrator who is knowledgeable in commercial disputes and who is selected by mutual agreement of the parties or, failing such agreement, will be selected according to the Arbitration Association rules. Each party shall bear its own costs and expenses, and only the prevailing party shall be entitled to an award of reasonable attorney’s fees. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement.

A party who intends to seek arbitration must first send to the other parties, by certified mail, a written Notice of Dispute (“Notice”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If the parties fail to reach an agreement to resolve the claim within 30 days after the Notice is received, any party may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by a party shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which a party is entitled.

Notwithstanding anything in this Section 11 to the contrary, nothing in this Agreement shall prevent or prohibit a party from obtaining specific enforcement, temporary or permanent injunctive relief or other equitable relief from a court of competent jurisdiction in lieu of or in addition to the resolution of any related claim or dispute pursuant to this Section 11.  

The provisions of this Section 11 shall survive the termination of this Agreement.

12. STATE LAW GOVERNING AGREEMENT

This Agreement shall be exclusively governed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding any conflict of law rules requiring the application of the laws of any other jurisdiction.  

The provisions of this Section 12 shall survive the termination of this Agreement.

13. MISCELLANEOUS

1. Exclusivity.  The parties agree that no exclusivity shall exist for the activities.
2. Waiver.  The failure of any party to exercise any rights under this Agreement shall not be deemed a waiver of such right or any other rights.
3.   Headings.  The section captions are inserted only for convenience and are in no way to be construed as part of this Agreement.
4. Severability.  If any part of this Agreement shall for any reason be found or held invalid or unenforceable by any court or governmental agency of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of this Agreement, which shall survive and be construed as if such invalid or unenforceable part had not been contained herein.
5. Notices.  All notices relating to this Agreement shall be in writing and shall be deemed given (i) upon receipt by hand delivery, or overnight courier, or (ii) three (3) business days after mailing by registered or certified mail, postage prepaid, return receipt requested.  All notices to Company shall be addressed to Company in accordance with the information provided by Company in the Enrollment Form submitted through the Enrollment Site. All notices to Agero shall be addressed as follows:

Agero Customer Services, Inc.
400 River’s Edge Drive

Medford, Massachusetts 02155

Attention:  Chief Executive Officer

cc:  Chief Legal Officer

Any party may change the address to which communications are to be sent by giving notice, as provided herein, of such change of address.

1. Entire Agreement; Amendments.  This Agreement contains the entire agreement of the parties with respect to the matters covered herein and supersedes all prior promises and agreements, written or oral, with respect to the matters covered herein.  
2. Independent Contractors.  Agero and Company are not agents, partners, joint venturers, representatives or employees of each other and neither party shall have the power to obligate or bind the other in any manner except as otherwise expressly provided by this Agreement.
3. Publicity.  Company shall not use or reference Agero’s name, logos, trademarks, or service marks, including in any publication, press release or advertisement, without the prior written consent and approval of Agero. Company further agrees that it will not make any public statements about the Repair Advantage Program. 
4. Assignment. Company shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement, whether by operation of law, assignment or as a result of a sale of all or substantially all of Company’s assets, or a change of control. Any purported assignment or delegation by Company in violation of this Agreement shall be null and void. This Agreement will inure to the benefit of and be binding upon each of the parties and each of their respective permitted successors and permitted assigns.

14. 14. ACCEPTANCE

By checking the box at the bottom of the Enrollment Form for the Repair Advantage Program and submitting the Enrollment Form to Agero through the Enrollment Site, Company acknowledges and certifies that Company has read and agrees to the terms of this Agreement.

Upon acceptance by Agero to the Repair Advantage Program, Company will receive by email a copy of this Agreement and a receipt of Company’s submitted Enrollment Form for Company to maintain with its records.