REFAIRE TERMS OF SERVICE
Version 1.0 --- Effective July 29th, 2026
These Terms of Service (the "Terms") are an agreement between Refaire, Inc., a Delaware corporation ("Refaire"), and the customer that accepts them ("Customer"). They govern access to and use of Refaire's hosted AI technician platform and related services (the "Service") and Refaire's public websites (the "Sites").
1. Acceptance and Scope
1.1 Acceptance. Customer accepts these Terms by clicking to accept, by creating an account, or by using the Service, whichever occurs first. The individual accepting represents that they are at least eighteen (18) years old and have authority to bind the company or other legal entity on whose behalf they act; "Customer" means that entity, or, if there is none, the individual accepting.
1.2 Business Use. The Service is a business tool provided for use in Customer's trade or business. It is not offered for personal, family, or household use.
1.3 Order of Precedence. If Customer and Refaire have executed a separate written agreement covering the Service, that agreement controls over these Terms to the extent of any conflict. Plan selections, order pages, and promotional terms presented in the Service or on Refaire's website ("Order Terms") are part of these Terms and control over Sections 1--13 to the extent of any conflict.
1.4 Definitions. "Customer Content" means all documentation, product data, images, media, specifications, configurations, and other materials Customer or its end users submit to the Service, together with all product knowledge derived from those materials for Customer's exclusive use. "Output" means the responses, diagnoses, recommendations, and other material the Service generates in response to a query. "Credits" means the unified usage unit by which Refaire meters consumption of the Service across modalities (text, image, and live voice and video).
1.5 Websites. Refaire grants visitors a limited, revocable license to access the Sites for their intended purpose. Visitors may not scrape, harvest, or access the Sites by automated means without Refaire's consent, and may not use Refaire's marks or Site content except as permitted in writing. Links to third-party sites are provided for convenience, and Refaire is not responsible for third-party content or services. Provisions of these Terms concerning accounts, plans, fees, Credits, and Customer Content apply only to Customers with accounts.
2. The Service, Accounts, and Plans
2.1 The Service. Refaire will make the Service available in accordance with the plan Customer selects. Plans, prices, features, included Credit allowances, modality access, and usage limits are described in the Service and on Refaire's pricing page, and form part of the Order Terms.
2.2 Accounts. Customer will provide accurate and current registration information, keep credentials secure, and is responsible for all activity under its account. Customer will notify Refaire promptly of any unauthorized use.
2.3 Free Plan. Any free plan is provided as an accommodation. Refaire may modify free plan features, Credit allowances, and limits, and may suspend or discontinue any free plan, at any time. Refaire may limit each organization to one free account.
2.4 Trials and Promotions. Trials, pilots, and promotional pricing are governed by the Order Terms under which they are offered, including any stated duration, credit grant, deadline, or price-hold period.
2.5 Changes to the Service. Refaire may modify and improve the Service. Refaire will not materially reduce the core functionality of a paid plan Customer is then subscribed to without sixty (60) days' notice.
2.6 Customer Responsibilities. Customer will: (a) submit only Customer Content that it has the right to submit and that is accurate and current to the best of its knowledge; (b) use the Service in compliance with applicable law, including export control and sanctions laws; (c) be responsible for its end users' use of agents Customer deploys, and ensure that use complies with these Terms; and (d) not (i) resell, sublicense, or make the Service available to any third party other than its own end users in connection with its own products, (ii) use the Service or Output to develop a competing product or to train models that compete with the Service, (iii) reverse engineer the Service or attempt to extract its underlying models, prompts, or software, (iv) circumvent usage metering, Credit accounting, or plan limits, (v) probe, scan, or test the Service for vulnerabilities except with Refaire's prior written consent, or attempt to access another customer's content, (vi) submit or deploy content that is unlawful, infringing, or malicious (including malware), or (vii) use the Service to generate instructions for activity described in Section 7.6.
2.7 Regulated and Export-Controlled Data. The Service is not designed for data subject to heightened regulatory regimes. Customer will not submit protected health information subject to HIPAA, cardholder data subject to PCI-DSS, nonpublic personal information subject to the Gramm-Leach-Bliley Act, technical data controlled under the International Traffic in Arms Regulations or the Export Administration Regulations, or controlled unclassified information subject to government-contract security requirements, unless Refaire has agreed in writing to handle that category of data. The Service is not directed to children; Customer will not deploy agents directed to children under thirteen (13) years of age and will not submit, or permit its end users to submit, personal information of children under thirteen (13).
2.8 Refaire Intellectual Property. Refaire and its licensors retain all right, title, and interest in and to the Service, the Sites, and Refaire's software, models, algorithms, interfaces, documentation, and trademarks, including all improvements and derivative works, subject to Customer's ownership of Customer Content under Section 4.1. No rights are granted to Customer except as expressly stated in these Terms.
3. Fees, Billing, and Credits
3.1 Fees. Customer will pay the fees for its selected plan at the prices stated in the applicable Order Terms. Fees are exclusive of taxes, which Customer is responsible for other than taxes on Refaire's income.
3.2 Automatic Renewal; Cancellation. Paid subscriptions are billed in advance on a recurring basis for the period stated at purchase (monthly unless stated otherwise) and renew automatically at the end of each period. Customer's payment method will be charged at the start of each period until Customer cancels. Customer may cancel at any time in its account settings; cancellation takes effect at the end of the then-current billing period, and fees already paid are not refundable, including for partial periods. Overage and top-up charges are billed as incurred or monthly in arrears.
3.3 Price Changes. Refaire may change plan prices, included Credit allowances, and overage rates on at least sixty (60) days' notice, effective at Customer's next renewal after the notice period. Promotional or price-hold commitments stated in Order Terms will be honored for their stated duration.
3.4 Credits, Rollover, and Overage. Included Credits are allocated at the start of each billing period. Unused included Credits roll over and remain available through the end of the second calendar month following the month of allocation --- three months in total, counting the month of allocation --- after which they expire. Purchased top-up Credits do not expire for twelve (12) months from the date of purchase. Credits are consumed in order of expiry, earliest first, and included Credits are consumed before purchased Credits of the same expiry. Consumption in excess of all available Credits is billed at the overage rate for Customer's plan. Expired Credits have no cash value and are not refundable.
3.5 Consumption Rates. Credit consumption rates by modality are published in the Service and may be adjusted on sixty (60) days' notice, subject to any price-hold commitment in the Order Terms.
3.6 Nonpayment. If a payment fails, Refaire may retry the payment method and will notify Customer. Refaire may suspend the Service if undisputed amounts remain unpaid ten (10) days after notice, and may charge interest on undisputed amounts more than thirty (30) days past due at 1.0% per month or the highest rate permitted by law, whichever is lower.
3.7 Onboarding. Refaire charges no onboarding, setup, implementation, model-training, or per-SKU fees unless stated in Order Terms or separately agreed in writing.
4. Customer Content, Data Rights, and Service Data
4.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Content and to the product knowledge base built from it. Refaire acquires no ownership interest in Customer Content.
4.2 License to Refaire. Customer grants Refaire a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, index, and display Customer Content to provide, secure, and support the Service for Customer, and to exercise the rights set out in Section 4.5.
4.3 Data Segregation. Refaire will maintain Customer Content in logically segregated form, using access controls designed to prevent any customer of the Service from accessing another customer's content. Refaire will not permit any other customer to access Customer Content and will not include Customer Content in Output generated for any other customer. Customer acknowledges that the Service is provided on shared, multi-tenant infrastructure and that dedicated single-tenant infrastructure is offered only at the plan levels that state it.
4.4 No Use for the Benefit of Others. Refaire will not disclose Customer Content, or make Customer Content available in its original or substantially similar form, to any other customer or third party. Refaire will not use Customer Content or data derived from it for the benefit of any other customer or third party in any manner that discloses Customer's Confidential Information, product designs, unreleased products, or business strategies, and will not reproduce Customer Content verbatim or in substantially similar form in Output generated for any other customer.
4.5 Service Data. Notwithstanding anything to the contrary in these Terms, but subject to Section 4.4, Refaire may collect and analyze data and other information relating to the provision, use, and performance of the Service and related systems and technologies, including information concerning Customer Content and data derived from it ("Service Data"). Refaire will be free, during and after the term, to:
(a) use Service Data in de-identified form to operate, secure, benchmark, improve, enhance, and develop the Service and Refaire's other offerings, and for development, diagnostic, and corrective purposes, including to train, fine-tune, and evaluate Refaire's own models, whether or not those models serve other customers; and
(b) disclose Service Data solely in aggregated or de-identified form that cannot reasonably be used to identify Customer or any individual, and that does not reveal Customer's Confidential Information or business strategies.
For the purposes of this Section, data is "de-identified" when Refaire has removed, masked, or obscured (i) all personally identifiable information, and (ii) all direct identifiers of Customer and its products, including Customer's name, brand marks and logos, model designations, part numbers, SKUs, and serial numbers, such that the data cannot reasonably be used to identify Customer or any individual. Customer acknowledges that Refaire's general capability at diagnosing hardware failure will improve as a result of aggregate experience across its customer base, and that this Section permits that improvement.
No rights or licenses are granted except as expressly set out in these Terms. Refaire owns Service Data in de-identified and aggregated form, and its rights to use that data survive termination.
4.6 Export and Deletion. During the term and for thirty (30) days after termination of Customer's account, Customer may export Customer Content and its knowledge base in a commonly used machine-readable format at no charge. Refaire will delete Customer Content within thirty (30) days of Customer's written request following termination, except for backups purged in the ordinary course. Deletion does not extend to Service Data in de-identified or aggregated form, or to models already trained. Refaire may delete Customer Content associated with a free account that has been inactive for six (6) months or more, on thirty (30) days' notice.
4.7 Plan Parity. Sections 4.1 through 4.6 apply equally to free and paid plans. Differences between plans are limited to the scope of data processed, features, and allowances.
4.8 Personal Data. Customer will not submit, and will require its end users not to submit, sensitive or special categories of personal data to the Service. To the extent Customer Content or end-user interactions include personal data, Refaire will process it solely to provide the Service under these Terms and will not include personally identifiable information in Service Data. Refaire's processing of personal data is further described in its Privacy Policy. The Service is hosted in the United States, and Customer consents to the transfer to and processing of Customer Content and personal data in the United States.
5. Confidentiality
5.1 Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Content is Customer's Confidential Information. The Service, its architecture, and Refaire's non-public pricing are Refaire's Confidential Information.
5.2 The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisors bound by comparable obligations. These obligations last for three (3) years after disclosure, and for trade secrets for as long as they remain trade secrets.
5.3 Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known without obligation before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if compelled by law, provided it gives prompt notice where legally permitted.
6. Security
6.1 Refaire will maintain commercially reasonable administrative, technical, and physical safeguards for the Service, including the data segregation described in Section 4.3, encryption of Customer Content in transit and at rest, role-based access control, and audit logging.
7. Output Accuracy, Testing, and Allocation of Responsibility
7.1 Nature of Output. The Service is probabilistic. Output may be incomplete or incorrect and is advisory only. Output is not a substitute for qualified professional judgment, and Customer is responsible for decisions it or its end users make in reliance on Output.
7.2 Customer Testing and Acceptance. Before making an agent available to its end users, Customer will test the configured agent against its own documentation and confirm that Output is accurate and within scope. Customer's launch to end users constitutes acceptance of the then-current configuration. Customer will repeat this testing after any material change to Customer Content or configuration.
7.3 Scope Configuration. Customer will configure, and approve in the Service, the topics the agent is permitted and not permitted to address and its escalation behavior (the "Scope Configuration").
7.4 Allocation of Responsibility for Inaccurate Output. Where Output is inaccurate, responsibility is determined by root cause:
(a) if the inaccuracy is attributable to Customer Content that is incorrect, incomplete, or out of date, or to Customer's Scope Configuration, Customer is responsible;
(b) if the inaccuracy is attributable to a defect in the Service --- including retrieval from an incorrect source, failure to apply the approved Scope Configuration, or a failure of the segregation described in Section 4.3 --- Refaire is responsible, and Section 7.5 applies; and
(c) if the cause is mixed or cannot be determined from the record, the parties will jointly review the relevant logs within ten (10) business days of notice and allocate responsibility in good faith by reference to the contribution of each cause.
7.5 Remedy. Where Refaire is responsible under Section 7.4(b), Refaire will correct the defect at no charge, commencing promptly and using commercially reasonable efforts. If the defect is not corrected within ten (10) business days after responsibility is determined under Section 7.4, Refaire will issue Service Credits equal to the pro-rated subscription fees for Customer's plan for the period from that determination until correction. Service Credits under this Section will not exceed, in the aggregate in any twelve (12) month period, one (1) month of subscription fees. Service Credits have no cash value, are not refundable, and are applied against future invoices. This is Customer's exclusive remedy for inaccurate Output, subject to Section 9.
7.6 Safety-Critical Exclusion and End-User Notice. Customer will not configure or use the Service to deliver instructions where an error could reasonably cause death, personal injury, or significant property damage --- including electrical service work, refrigerant handling, and pressurized or high-voltage systems --- unless Refaire agrees otherwise in writing with appropriate guardrails. Customer will display a clear notice to end users that responses are AI-generated and should be verified before acting on them.
8. Warranties and Disclaimer
8.1 Mutual. Each party warrants that it has authority to enter into these Terms.
8.2 Refaire. Refaire warrants that it will provide paid plans in a professional and workmanlike manner and materially in accordance with its then-current documentation.
8.3 Customer. Customer warrants that it has all rights necessary to submit Customer Content to the Service and that Customer Content does not infringe the rights of any third party.
8.4 Disclaimer. Except as expressly stated in this Section 8, the Service is provided "as is," and Refaire disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Refaire does not warrant that the Service will be uninterrupted or error-free, or that Output will be accurate or complete. Free plans, trials, and beta or preview features are provided "as is" without the warranty in Section 8.2, and Refaire may change or discontinue beta or preview features at any time.
9. Limitation of Liability
9.1 Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, however caused and regardless of the theory of liability.
9.2 Each party's total aggregate liability arising out of these Terms will not exceed the greater of (a) the fees paid or payable by Customer under these Terms in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred US dollars ($100).
9.3 Sections 9.1 and 9.2 do not apply to: breach of Section 5 (Confidentiality), Section 4.3 (Data Segregation), or Section 4.4 (No Use for the Benefit of Others); a party's indemnification obligations under Section 10; Customer's payment obligations; or fraud, gross negligence, or willful misconduct.
10. Indemnification
10.1 By Refaire. Refaire will defend Customer against any third-party claim that the Service, as provided by Refaire and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay damages finally awarded or amounts in settlement. This does not cover claims arising from Customer Content or from combinations with materials not supplied by Refaire.
10.2 By Customer. Customer will defend Refaire against any third-party claim arising from Customer Content, from Customer's products, or from Customer's or its end users' use of the Service in breach of Section 2.6 or Section 7.6, and will pay damages finally awarded or amounts in settlement.
10.3 Procedure. The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and reasonably cooperate. No settlement imposing a non-monetary obligation on the indemnified party may be made without its consent.
11. Term, Suspension, and Termination
11.1 Term. These Terms apply from Customer's acceptance for as long as Customer maintains an account or uses the Service.
11.2 Suspension. Refaire may suspend Customer's access, in whole or in part, with notice where practicable, if: (a) undisputed amounts are unpaid as described in Section 3.6; (b) Customer's use breaches Section 2.6 or 7.6 or poses a security risk to the Service or any third party; or (c) suspension is required by law. Refaire will limit suspension in scope and duration to what is reasonably necessary.
11.3 Termination. Customer may close its account at any time. Either party may terminate for material breach that remains uncured thirty (30) days after written notice, or immediately on the other party's insolvency. Refaire may terminate a free account at any time on thirty (30) days' notice, and may terminate any account or plan for convenience on thirty (30) days' notice, effective at the end of the then-current billing period.
11.4 Effect. On termination, Customer's access to the Service ends, subject to the export window in Section 4.6. Sections 1.3, 1.4, 4.1, 4.5, 4.6, 5, 7.1, 8.4, 9, 10, 12.2, and 13 survive.
12. Changes to These Terms
12.1 Refaire may update these Terms from time to time. For material changes, Refaire will give at least thirty (30) days' notice by email to the account owner or by notice in the Service before the changes take effect. Changes apply prospectively from their effective date. If Customer does not agree to a change, Customer may cancel before the effective date; continued use of the Service after the effective date constitutes acceptance. The version and effective date of the current Terms are stated at the top of this document.
12.2 No change to these Terms will reduce the protections of Sections 4.1, 4.3, or 4.4 with respect to Customer Content submitted before the change's effective date, except with Customer's consent.
13. General
13.1 Independent Contractors. The parties are independent contractors. These Terms create no partnership, agency, or joint venture.
13.2 Publicity. Refaire may identify Customer as a customer and use Customer's name and logo on its website and in its sales, marketing, and investor materials while Customer subscribes to a paid plan. Customer may opt out at any time by written notice to Refaire, after which Refaire will cease new use. Neither party will issue a press release or published case study naming the other without the other's prior written consent.
13.3 Assignment. Customer may not assign these Terms without Refaire's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice. Refaire may assign these Terms to an affiliate or successor.
13.4 Governing Law and Venue. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.
13.5 Notices. Refaire may give notice by email to the account owner's registered email address or by notice in the Service. Customer may give notice by email to legal@refaire.ai. Notice of breach or termination additionally requires email with confirmation of delivery or delivery by courier or certified mail.
13.6 Entire Agreement. These Terms, together with the Order Terms and Refaire's Privacy Policy, are the entire agreement between the parties on this subject and supersede all prior discussions, proposals, and quotations, subject to Section 1.3. Customer purchase-order terms have no effect.
13.7 Severability; Waiver; Construction. If a provision is held unenforceable, the remainder stays in effect. A failure to enforce is not a waiver. These Terms will not be construed against a party by reason of having drafted them.
13.8 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
13.9 Export and Sanctions. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any embargoed jurisdiction and is not on any restricted-party list, and will not use the Service in violation of export control or sanctions laws.
13.10 Electronic Communications. Customer consents to receive agreements, notices, and disclosures from Refaire electronically, and agrees that electronic delivery satisfies any legal requirement that a communication be in writing. Customer may opt out of marketing emails at any time; transactional and legal notices are not affected. Customer further consents to the use of electronic signatures and electronic records in connection with these Terms.
13.11 Feedback. If Customer provides suggestions or feedback about the Service, Refaire may use them without restriction or compensation, provided that doing so does not disclose Customer's Confidential Information.
13.12 Time to Bring Claims. Except where prohibited by law, any claim arising out of these Terms or the Service must be brought within one (1) year after the claim accrues.
13.13 Informal Resolution First. Before filing any claim arising out of these Terms (other than a claim for injunctive relief or to enforce or protect intellectual property rights), the party asserting the claim will give the other party written notice of the dispute, and the parties will attempt in good faith to resolve it for thirty (30) days from that notice. The period in Section 13.12 is tolled during those thirty (30) days.
13.14 Copyright Complaints. If you believe content available through the Service or the Sites infringes your copyright, send a notice containing the information required by 17 U.S.C. § 512(c)(3) to Refaire's designated agent at legal@refaire.ai. Refaire will respond to valid notices, may remove or disable access to the identified material, and will terminate the accounts of repeat infringers in appropriate circumstances.