LEGAL

Terms of Use

Last Updated: October 21, 2026

By accessing and using our Services, as well as, obtaining Oili Offerings, you agree to be bound by these Terms.

If you do not wish to be bound by these Terms, please do not use our Services or obtain Oili Offerings.

1. INTRODUCTION

Welcome and thank you for visiting our website (“Website”), accessing our online platform (“Platform”), and/or downloading and accessing our mobile application (“App”) (Website, Platform, and App referred to collectively as, “Services”). The Platform and App provide an online means for ordering automotive oil changes, fluid top-offs, and similar services and associated products provided by the Company (“Oili Offerings”).

The Parties to these Terms. These Terms constitute a binding legal agreement by and between Oili, Inc. (“Company”, “we”, “us”, “our”) and you, an individual (“User”, “you”, “your”) (Company and User are referred to individually as a “Party”, and collectively as the “Parties”).

If you are accepting these Terms and obtaining Oili Offerings on behalf of a company or other legal entity (“Fleet Customer”), you represent and warrant that you have the authority to bind such Fleet Customer to these Terms, and “User”, “you”, “your” as used herein will mean the Fleet Customer.

Applicable Terms for Access and Use of our Services. Access and use of our Services, as well as obtaining Oili Offerings is governed by and subject to these terms of use (“Terms of Use”), the Privacy Policy, the DPA (as applicable for Fleet Customers only), and any supplemental terms and conditions that may be posted, from time to time, on our Services, and are expressly incorporated herein by reference (together, the “Terms”).

Our “Privacy Policy” describes the ways that your Personal Data is collected, processed, shared, stored, and protected on our Services, and is incorporated herein by reference.

Our “DPA” or “Data Processing Addendum” describes how Personal Data is processed by us for Fleet Customers.

The Services will be provided solely from within the continental United States, and on computing and storage devices residing within the United States.

These Terms do not apply to any third party (a) websites, services, or applications that you may access through our Services, including any associated content; (b) promotions; or (c) products and services. Please see Section 12 (Third Party Content, Third Party Promotions, and Third Party Products and Services) for further details.

Identifying Important Clauses. **** The provisions of these Terms which are surrounded by asterisks are to let you know that these terms are important. ****

Disputes between You and Us. **** These Terms require that any disputes between you and us will be resolved by binding, individual arbitration, and that you waive your right to a trial by jury or class action lawsuit. Please see Section 22 (Class Action Waiver) and Section 23 (Dispute Resolution) for further details. ****

2. DEFINITIONS

Use of Defined Terms. Defined terms are capitalized and/or are identified in quotes. Defined Terms will have the meaning as specified in this Section, throughout these Terms of Use, and Appendix A. Those terms used in multiple Sections are also specified in Appendix A, for easy reference. The singular meaning of a defined term will have the same meaning as the plural meaning and vice versa. When “Section” is used, it is referring to a section of these Terms of Use.

Definition for Content. Any information, materials, graphics, links, images, photos, pictures, information or data, in whatever arrangement or form, that we make available to you through our Services is referred to as “Content”.

Definition of Personal Data, Analytical Data, and Data. Through your use of our Services, you give us, including, but not limited to, our third party providers, the right to receive, collect, use, host, process, share, and store, the following information pertaining to you: (a) the data, information, and/or content that is provided as a result of the relationship between you and us, as set forth in these Terms, and that identifies, relates to, describes, or is capable of being associated with or could reasonably be linked to an individual person, directly or indirectly (as an example: name, geo-location, IP address, contact information, login and payment information) (“Personal Data”) and (b) location, log-file, analytics data, and other information volunteered by you or collected automatically through your use of our Services and/or your Account (“Analytical Data”) (collectively Personal Data and Analytical Data, the “Data”).

3. ELIGIBILITY AND INTERNET ACCESS

Your Eligibility to Access and Use our Services. You are only eligible to access and use our Services and obtain Oili Offerings, if you are of legal age of majority in the country, state, region or province where you reside.

By accessing and using our Services and obtaining Oili Offerings, you also agree that:

(a) you can form a binding contract with us, and other parties (i.e., you are not a bot, robot, automated script or crawler, or machine);

(b) that you have the right, authority, and capacity to agree to and abide by the Terms;

(d) you will comply with all applicable local, state, federal, national, and international laws, rules and regulations associated with respect to our Services and Oili Offerings.

Your Violation of the Eligibility Requirements. If you do not agree to the above, then do not use our Services or obtain Oili Offerings. If it comes to our attention that you are violating our eligibility requirements, we will take appropriate measures to enforce our requirements, including, but not limited to, terminating your access and use of our Services and your Account.

Internet Access. You are responsible for maintaining internet access for the devices that you use to access and use our Services; and any internet connection and telecommunications fees and charges that you incur when using such devices to access and use our Services.

4. YOUR ACCOUNT AND YOUR OBLIGATIONS

Creating Your Account. To access and use our Platform and/or App and obtain Oili Offerings, you must create an account (“Account”) and provide the required registration information, including your name and email address. You may create your Account using your email address without providing a mobile phone number or agreeing to receive SMS Messages.

You are solely responsible for maintaining the confidentiality of your Account information. Further, you are responsible for all activity occurring on your Account.

Unless you are a Fleet Customer: (a) do not allow anyone else to use your Account; or (b) do not register for more than one Account, register an Account on behalf of someone else, or transfer your Account to another person or entity.

Your Responsibilities when Creating Your Account. You will need to provide accurate and current registration information, including but not limited to, personal information about yourself. We will collect, use, process, share, and store your registration information as specified in our Privacy Policy. By creating an Account, you acknowledge and agree that: (a) all required registration information you submit is truthful, accurate, current, and complete; and (b) you will maintain the accuracy, truthfulness, and completeness of such information. You agree to promptly notify us by email, at the email address specified in Section 29 (Contact Us), of any unauthorized use, suspected unauthorized use of your Account, and/or any other breach of security. You may terminate your Account with us at any time, for any reason, by following the instructions on the Platform and/or App.

**** To the maximum extent allowed by applicable law, we are not and will not be responsible for any loss or activity that results from the unauthorized use of your Account. ****

5. RIGHTS WE GRANT YOU

Your Right to Access and Use our Services. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable, worldwide right to access and use our Services, but only for your personal use (if you are an individual) and for internal use purposes (not for use with your customers if you are a Fleet Customer) (“Your Right to Use”).

Your Use as Permitted by these Terms. Your Right to Use is for the sole purpose of letting you use and enjoy our Services as permitted by these Terms.

Your Right to Use will remain in effect until and unless our Platform and/or App are terminated by you or us. Your Right to Use will apply to our Services as modified, supplemented, updated, and otherwise altered.

All rights not expressly granted to you are expressly reserved by us.

6. RIGHTS YOU GRANT US, SMS MESSAGES, AGGREGATED STATISTICS, FEEDBACK, REVIEWS, AND SURVEYS

Rights from You and Communications. By using our Services, you authorize certain activities, as follows:

(a) allow our Services to use the processor, bandwidth, and storage hardware on your device in order to facilitate the operation of our Services;

(b) when you create your Account, we send account-related emails and enroll you in Oili marketing-related emails unless you choose not to receive marketing-related emails. You may unsubscribe from marketing-related emails at any time using the unsubscribe link or change to opt-out in your Account.

Unsubscribing or selecting opt-out in your Account to receive marketing-related emails does not stop necessary non-marketing-related emails, which include emails about authentication, security or Oili Offerings that you have ordered (including booking confirmations, appointment updates, communications from Oili technicians about your booked Oili Offering, and support related questions about Oili Offerings). Declining marketing-related emails does not prevent you from creating an Account or purchasing our Oili Offerings; and

Accepting these Terms or selecting marketing-related email or SMS Messages does not override an opt-out of advertising-related processing (where we share your personal information with third parties as specified in our Privacy Policy) or authorize a third party to send you direct marketing without any consent required by law.

We do not sell or share mobile phone numbers collected for SMS programs, or SMS opt-in and consent records, with third parties or affiliates for their own marketing or promotional purposes. We may disclose this information to service providers solely to operate and support Oili’s messaging programs on our behalf, subject to restrictions on their use of the information for their own marketing or promotional purposes. SMS consent does not authorize another party to market to you.

Any part of our Services may be influenced by commercial considerations, including our agreements with third parties. Some Content licensed by, provided to, created by, or otherwise made available by us, may contain advertising as part of the content. The Services make such Content available to you unmodified.

Receiving SMS Messages. At the final stage of checkout, when you create your Account and before you complete your purchase, you may separately choose to receive (a) appointment and service-related SMS messages, including booking confirmations, appointment updates, technician communications about your booked Oili Offering, and service-related support (Appointment-Related-SMS); and (b) recurring promotional and marketing SMS messages about Oili Offerings (Marketing-SMS). These two choices are optional, independent and unchecked by default. You may create an Account using only your email address, without providing a phone number, and purchase Oili Offerings without consenting to SMS messages.

You may separately enroll in optional sign-in authentication SMS messages (Sign-in-SMS) in the sign-in flow or Account settings. This choice is unchecked by default and is not included in appointment or marketing SMS consent. Email authentication remains available if you do not enroll in Sign-in-SMS or later opt out.

Providing a phone number, accepting these Terms, or consenting to email does not enroll you in SMS messages. Selecting one SMS category does not select another category or accept these Terms. Terms acceptance is a separate action. You may change your SMS choices later in Account settings, and consent to SMS messages is not a condition of purchase.

You may opt out of any SMS category at any time through Account settings or by replying STOP. We will honor your opt-out and applicable carrier suppression. A STOP request may stop all SMS categories using the same sender or carrier; we will not send messages that you have opted out of or that the carrier suppresses. Necessary account, security, authentication and service communications remain available by email.

Message frequency varies with the messages requested and the marketing program selected. Message and data rates may apply. Reply HELP for help or contact support@oili.app. Oili messages will identify Oili and their purpose and provide opt-out instructions and the disclosures and links required for the applicable program.

Our Right to Collect Aggregated Statistics. You also agree that we, directly or indirectly, may monitor your use of our Services and collect and compile anonymized data, information statistics, performance information, and other content (“Aggregated Statistics”). We, directly or indirectly, will use the Aggregated Statistics to make improvements, changes, enhancements, and updates to our Service and Oili Offerings.

Our Right to Record Oili Offerings. By obtaining Oili Offerings, you grant us, directly and indirectly, a non-exclusive, worldwide, irrevocable, transferable, assignable, royalty-free right and license to produce the Recordings. We reserve the right to refuse Oili Offerings should you not allow us to produce the Recordings.

Your Feedback to Us. By using our Services and obtaining Oili Offerings, you grant us, directly and indirectly, a non-exclusive, worldwide, perpetual, irrevocable, transferable, assignable, royalty-free, fully-paid right and license to use, collect, host, store, copy, aggregate, reproduce, license, sublicense, distribute, disclose, transmit, publish, display, publicly display, publicly perform, modify, create derivative works of, create excerpts, translate, reformat, and incorporate your Feedback into our products, services, documentation, and/or marketing materials.

We, directly or indirectly, will have no obligation to (a) report on any uses of your Feedback; (b) keep your Feedback secret or be required to restrict publishing or disclosure of your Feedback; or (c) compensate or credit you in any way regarding your Feedback. Further, we will be entitled to profit from, disclose, publish, or otherwise exploit your Feedback in any way that we deem appropriate.

Your Review of our Services and Oili Offerings. You retain ownership of your Reviews. For Reviews you submit to our Website or expressly authorize us to use, you grant us a non-exclusive, perpetual, irrevocable, royalty-free license to use, host, store, reproduce, distribute, disclose, transmit, publish, display, perform, retitle, publicly perform, and publicly display them in connection with use of our Services and marketing of our Oili Offerings. We will not materially alter a Review’s meaning or require you to transfer ownership of a Review as a condition of purchasing Oili Offerings.

We may moderate Reviews on channels we control to ensure that the content of such Reviews meets the guidelines as specified in Section 7 (Guidelines For Feedback, Reviews, and Surveys). We reserve the right to remove Reviews, at our sole discretion, for Reviews that do not meet the guidelines as specified in Section 7 (Guidelines For Feedback, Reviews, and Surveys).

We have no obligation to moderate Reviews or to remove Reviews, even if anyone considers the Reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners.

We will not remove a Review merely because it is negative or critical of us.

If a third party requests a Review on our behalf, reposting it on our Website remains subject to the author’s permission and these Terms.

Your Response to a Survey. By responding to a Survey, you grant us, directly and indirectly, a non-exclusive, worldwide, perpetual, irrevocable, transferable, assignable, royalty-free, fully-paid right and license to use, collect, host, store, copy, aggregate, reproduce, license, sublicense, distribute, disclose, transmit, publish, display, perform, broadcast, retitle, archive, publicly perform, publicly display, reformat, translate, transmit, create excerpts (in whole or in part), and create derivative works (in whole or in part) of your response to a Survey, including any content therein. We, directly or indirectly, will have no obligation to (a) report on any uses of your response to a Survey or (b) compensate you in any way regarding your response to a Survey.

7. GUIDELINES FOR FEEDBACK, REVIEWS, AND SURVEYS

We may provide you with an area on our Website or through a third party for you to submit Feedback and/or Reviews, and/or respond to Surveys.

When you submit Feedback and/or Reviews, and/or respond to Surveys, you agree to provide truthful and accurate information about our Services and Oili Offerings, and to comply with the following additional terms:

(a) you should have firsthand experience with regard to our Services and Oili Offerings;

(b) your Feedback, Reviews, and/or Surveys must not include content that:

(i) promotes or facilitates illegal, unlawful, or fraudulent activity;

(ii) violates the rights and privacy of another person or entity;

(iii) is false, misleading, and/or deceptive;

(iv) is defamatory, disparaging, or denigrating (negative assessments or opinions which are honest and truthful are permitted);

(v) is lewd, lascivious, filthy, obscene, pornographic, vulgar, indecent (including nudity), excessively profane, or otherwise similarly objectionable as determined by us, in our sole discretion;

(vi) is abusive, threatening, intimidating, harassing, hateful, violent, including attacking others based upon their race, ethnicity, national origin, religion, political belief, sex, gender, sexual orientation, disability, or medical condition, or is otherwise exploitive or abusive.

(d) you may not submit fabricated Reviews or manipulate Reviews through undisclosed paid, false or deceptive activity.

This Section 7 is not intended to (a) prohibit the sharing of truthful information of honest reviews, assessments, or opinions of Oili, Oili Offerings, or your experience with obtaining Oili Offerings (which includes negative reviews that are honest and truthful); (b) restrict truthful testimony and/or lawful reports to regulators or law enforcement; (c) disclosures protected or required by law.

8. PROHIBITED USES OF OUR SERVICES

Your Compliance with these Terms. You may use our Services only for lawful purposes and in compliance with these Terms. We reserve the right, in our sole discretion, to determine whether you have violated these Terms.

Your Restrictions when Accessing and Using our Services. You agree not to, nor permit, authorize, or allow any third party to use our Services in any one or more of the following ways:

(a) copy, duplicate, or publish the features, functions, or user interfaces of our Services, in whole or in part;

(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available our Services, in whole or in part; or include our Services, in whole or in part, in any service bureau or outsourcing offering;

(c) modify, reverse engineer, disassemble, decompile, decode, adapt, hack, attempt to hack, or otherwise attempt to derive or gain access to any software component, underlying idea or algorithm of our Services, in whole or in part;

(d) decipher any transmissions to or from the server(s) running our Services;

(e) interfere with or disrupt the integrity or performance of our Services;

(f) to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device or our Services;

(g) attempt to bypass or break any security mechanism of our Services, or using our Services in any other manner that possesses a material security or service risk to us or any of our customers;

(h) attempt to gain unauthorized access to our Services or its related systems and networks;

(i) access our Services through automated or non-human means, whether through a bot, script or otherwise;

(j) engage in unauthorized framing or linking to our Services;

(k) use web scraping, web harvesting, or data extraction methods to extract data from our Services;

(l) use our Services, in whole or in part, as part of any effort to compete with us or otherwise use our Services, in whole or in part, and/or Content, in whole or in part, for any revenue-generating endeavor or commercial enterprise;

(m) to interfere with or in any way disrupt our Services, tamper with, breach, or attempt to probe, scan, or test for vulnerabilities of our computer systems, network, usage rules, or any of our security components, authentication measures or any other protection measures applicable to our Services or any part thereof;

(n) launching or facilitating, whether intentional or unintentional, a denial of service attack (including any actions, which effectively cause a similar result) on our Services, or any other conduct that materially and adversely impacts the availability, reliability, or stability of our Services;

(o) to use any robot, spider, offline readers, automated scripts, or other automatic systems or devices, process or means to access our Services for any purpose, including monitoring or copying any of the material (including data mining, data harvesting, data extraction, scraping) on our Services;

(p) to permit direct or indirect access to or use of our Services in a way that is intended to circumvent a contractual limits and/or quotas;

(q) to engage in any illegal or fraudulent activities;

(r) to violate any laws, regulations, governmental orders, or industry standards or guidance in any applicable jurisdiction;

(s) to violate the privacy rights of others, including unlawful tracking, monitoring, and identification; or

(t) to alter, deface, remove, disable, or suppress the display of any copyright, trademark, trade name, logo, or trade dress included as part of our Services; our Content; and/or Third Party Content.

Reporting Violations. We may report any activity that we suspect violates any law or regulation to the appropriate law enforcement authorities, regulators, or other appropriate third parties. Further, in the event that we are contacted by any law enforcement authorities, regulators, or other appropriate third parties, or receive a court order or subpoena for violation of any law or regulation, then we will cooperate fully with such requests. Our reporting/responses may include disclosing any personal information, as well as network and system information, that is necessary for the investigation and prosecution of the violation, without any liability to us. We will have no obligation to notify you of such reports/responses.

9. OILI OFFERINGS

Our technicians are insured and have been trained on providing Oili Offerings, and we are locally licensed.

When Oili supplies the motor oil and oil filter, we use full-synthetic motor oil and an oil filter suitable for the vehicle and service as verified by our technician. Oil type, including viscosity and specifications, and filter type may change on a case-by-case basis to match the verified vehicle’s requirements and product availability. Specific oil and filter brands are not guaranteed, including during supply shortages. Any substitution will be of equivalent or better quality and meet the applicable vehicle specifications; motor oil supplied under this provision will remain full-synthetic. If an accepted Order specifies a particular brand or product, or customer authorization is otherwise required, we will obtain that authorization before substituting it. Any resulting change to the oil-service price is subject to the flat-rate and customer-authorization provisions in Section 10.

You may, at your option, furnish us with your own motor oil and associated components, such as filters, drain plugs, washers, or any other similar components (“Your Supplies”) in order for us to provide the Oili Offerings. We reserve the right to discontinue the ability for you to furnish us with Your Supplies, at any time for any reason.

We will be responsible for the disposal of the used oil filter and used motor oil. Any disposal by us of the used motor oil will be compliant with EPA standards.

We may, at our option and discretion, make the Recordings available to you on our Platform and/or App for a limited period of time. Our collection, use, processing, sharing, storage, and protection of the information on the Recordings will be subject to the terms of our Privacy Policy.

10. FEES FOR OILI OFFERINGS AND PROMOTIONS

Fees for Oili Offerings. Oil-service prices are displayed upfront in the Platform and/or App and include all mandatory charges other than applicable government-imposed taxes or fees, which are disclosed separately. Later changes to our price schedule will not affect an Order already placed. Vehicle-selection corrections use the applicable flat rate in effect when you placed the Order.

Projected oil-service pricing and vehicle verification. When booking, you select your vehicle, including whether it is gasoline-powered or diesel-powered, and the price is based on that selection. Our technician verifies the vehicle on site before work starts. If the selection is incorrect, we will correct the vehicle information and service price to the applicable Oili flat rate for the actual vehicle. A diesel vehicle booked as gasoline-powered is adjusted upward to the diesel rate; a gasoline-powered vehicle booked as diesel is adjusted downward to the gasoline rate. This is a correction, not an added surcharge. By placing an Order, you authorize this vehicle-selection price correction without separate approval, subject to the notice, authorization and cancellation provisions below.

Notice, authorization and cancellation before service. Before work starts, our technician will communicate the corrected vehicle information and revised total price, including applicable taxes or fees, through a live notification and an in-app message, in person, or both. You will have an opportunity to cancel before service begins. We will obtain and record any additional service authorization or price acknowledgment required by law before beginning the service.

If you do not wish to continue at the corrected price, tell our technicians on site before work starts. No cancellation fee or oil-service charge applies, and any payment collected for that canceled service will be refunded. This cancellation option ends when service begins, without limiting any rights you have under applicable law. The final charge will be shown on your invoice.

Promotions that We may Offer. We may offer special promotions for the Oili Offerings. At any time, we reserve the right to modify or no longer make available any of our special promotions for the Oili Offerings.

11. PAYMENT

Your Method of Payment. When placing an order through your Account for obtaining Oili Offerings (“Order”) you will be required to provide a valid method of payment based upon the payment options provided by us (a “Payment Method”). You may update your Payment Method at any time by accessing your Account. Payment of fees that are due and payable by you to us will be made in United States currency.

By placing an Order, you authorize us to use the Payment Method you provide to process charges for your Order at the payment time disclosed during checkout, subject to Section 10, and to provide the payment information and instructions necessary for our third-party payment processor or service provider (Service Provider) to complete the transaction. Vehicle-selection price corrections and related charges are subject to Section 10, including notice before service, any authorization required by law, and the cancellation and refund provisions. If the Payment Method is declined or unavailable and no alternative is provided, we will notify you by email and may decline the Order or suspend further Orders until payment is resolved.

Service Provider. When you make payment through our Service Provider, the terms and policies (including, but not limited to use policies and privacy policies) of the Service Provider will be applicable. You should review the applicable terms and policies, including privacy and data gathering practices, of the Service Provider. We do not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to provide to the Service Provider, and you irrevocably waive any claim against us with respect to such Service Provider.

You are responsible for all activities and charges that occur under your Account. Your liability for such charges will continue after termination of these Terms.

12. THIRD PARTY CONTENT, THIRD PARTY PROMOTIONS, AND THIRD PARTY PRODUCTS AND SERVICES

Your Access to Third Party Content and Third Party Services. From other third parties (“Third Parties”), we may provide (a) access, links, embedded content, or other methods of interacting with third-party web pages, social media platforms, mobile apps, content, applications including advertisements and promotions (collectively, “Third Party Content”) on our Services, as a service to those interested in this information; (b) business cards, advertising, and promotions (“Third Party Promotions”); and (c) products and services (“Third Party Products and Services”).

We do not Endorse Third Party Content, Third Party Promotions, or Third Party Products and Services. We do not imply any endorsement of (a) the Third Party; (b) Third Party Content or any association with the operators of the Third Party or their Third Party Content; (c) Third Party Promotions; or (d) Third Party Products and Services, except as specifically stated in our Services. We do not update, review, investigate, verify, or monitor the Third Party Content, Third Party Promotions, or Third Party Products and Services.

Your Access to Third Party Content is at Your Own Risk. If you access Third Party Content, you do so at your own risk. Third Party Content is not under our control and we do not take responsibility for any information or materials of Third Party Content, its accuracy or completeness, the availability of the Third Party Content, or any form of transmission received from any Third Party. Further, we do not and will not assume liability for any losses or damages associated with any Third Party Content posted, uploaded, and/or stored on our Services.

Third Party Terms are Applicable for Third Party Promotions and Third Party Products and Services. When you visit other websites and apps via Third Party Content, or participate in Third Party Promotions, or obtain Third Party Products and Services, you should understand that these Terms will no longer be applicable. The terms and policies (including, but not limited to use policies and privacy policies) of the Third Party will now apply. You should review the applicable terms and policies, including privacy and data gathering practices, of the Third Party. We do not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to provide to any Third Party, and you irrevocably waive any claim against us with respect to such Third Party. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any Third Party.

13. APP STORES

Your Use of Third Party App Stores. You acknowledge and agree that the availability of the App is dependent on a third party (e.g., the Apple App Store or Google Play) (“App Store”) from whom you received the App (“Sourced App”). You acknowledge that these Terms are between you and us, and not with the App Store.

In order to use the Sourced App, you must have a mobile device that is compatible with the App and access to a wireless network, and you agree to pay all fees associated with such access to the wireless network.

Your license to use the Sourced App is conditioned upon your compliance with all applicable App Store terms and conditions. You acknowledge and understand that the App Store is an intended third-party beneficiary of these Terms, and will have the right to enforce these Terms, but only with respect to your right to use the Sourced App.

We are Responsible for Maintenance and Support and Warranties. We, not the App Store, are responsible for the Sourced App, the Content therein, maintenance, support services, warranties, and addressing any related claims (e.g. product liability, legal compliance).

14. OWNERSHIP

Our Rights in Our Content. The Services, along with all Content and other materials therein, including, without limitation, our logos, trademarks, service marks, and all designs, text, graphics, pictures, information, data, software, manuals, guides, documentation, sound files, other files, and the selection and arrangement, including any copies, are the property of Company and/or our suppliers (as applicable), and are protected by U.S. and international patent law, copyright law, trade secret law, trademark law, and all other proprietary rights.

15. REPRESENTATIONS AND WARRANTIES; AND DISCLAIMERS

Our Limited Warranty.

**** The following terms specify the limited warranty with respect to Oili Offerings, and gives you specific legal rights, which may vary from state to state (“Limited Warranty”). ****

**** The remedies described in this Limited Warranty are your sole and exclusive remedies for (a) any defects in the motor oil and/or defects in the filter when you obtain Oili Offerings; and/or (b) any damage to your vehicle due to defects in the motor oil and/or defects in the filter when you obtain Oili Offerings. ****

**** During the period of this Limited Warranty, we warrant that the motor oil and filter, used when you obtain Oili Offerings, will be free from defects. Our responsibility for any defects in the motor oil and filter used when you obtain Oili Offerings from us are as follows:

(a) who may use this Limited Warranty:

only customers who have obtained Oili Offerings from us;

(b) what is covered under this Limited Warranty:

only defects in the motor oil and/or filter used when you obtain Oili Offerings;

for a period of three (3) months or 3,000 miles from the date that you obtained Oili Offerings, whichever comes first;

(d) what we will do under this Limited Warranty:

replace the motor oil and filter, including any labor to replace the motor oil and filter;

(e) what is not covered under this Limited Warranty:

(i) motor oil and filters that are Your Supplies;

(ii) defects in the motor oil and filters due to your vehicle not receiving reasonable and necessary engine maintenance in accordance with the vehicle’s service recommendations;

(iii) damage to your vehicle due to defects in the motor oil and/or defects in the filter used when you obtain Oili Offerings;

(iv) the motor oil and filters, as provided, have been tampered with or altered;

(v) any repairs were made to the parts of your vehicle that you claim were damaged when we performed the Oili Offerings;

(f) how to get service under this Limited Warranty:

submit a claim for replacement of the motor oil and filter by sending an email to us at support@oili.app. ****

**** We limit the duration and remedies of all implied warranties, including without limitation the warranties of merchantability and fitness for a particular purpose to the period of this Limited Warranty. Some states do not allow limitations on how long an implied warranty lasts, so the limitation in the prior sentence may not apply to you. ****

**** This Limited Warranty is in lieu of all other express or implied warranties, and there are no other warranties or representations and none will be implied. ****

**** After the end of the period of this Limited Warranty, we disclaim any warranty of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, course of performance or dealing, usage of trade, or non-infringement or misappropriation of third party rights with respect to Oili Offerings. ****

Your and Our Mutual Representations and Warranties. **** Each Party represents and warrants that:

(a) they have the power and authority to enter into and perform their obligations under the terms and conditions of these Terms;

(b) the execution, delivery, and performance of their obligations under the terms and conditions of the Terms by such Party will not (i) result in a violation of any law, judgment, or order applicable to such Party, or (ii) conflict with or breach any contract or other obligation to which such Party is bound;

(c) they hold all licenses, approvals, registrations, permits, and certifications required under applicable law to conduct their business, including without limitation, all necessary business licenses, tax registrations, and import and export licenses; and

(d) they will comply with all applicable federal, state, and local laws, including privacy laws, with respect to these Terms and Oili Offerings. ****

Your Representations and Warranties. **** You represent and warrant that you are of legal age of majority in your country, state, region or province of origin. ****

**** By opting-in to receiving SMS messages, you represent and warrant that you are the subscriber of the cellular service at the mobile number provided and that you are authorized to sign up for receiving SMS messages. ****

**** You represent and warrant that (a) the information that you provide when you submit Feedback and/or Reviews and/or respond to Surveys is and will be truthful and accurate; and (b) you will and do comply with the criteria specified in Section 7 (Guidelines for Feedback, Reviews, and Surveys). ****

Our Disclaimers. **** We disclaim any warranty of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, course of performance or dealing, usage of trade, or non-infringement or misappropriation of third party rights with respect to our Services. The Services, including any materials, information, software, Content, features of our Services, are provided on an AS-IS or AS-AVAILABLE basis. Your use of our Services are at your own risk. ****

**** While our Services have been compiled in good faith, we make no warranty or representation and disclaim all responsibility and liability for:

(a) the completeness, accuracy, availability, timeliness, security, or reliability of our Services;

(b) any harm to your devices, loss of data or materials, or other harm that results from your access to or use of our Services;

(c) the deletion of, or the failure to store or transmit, any content and other communications maintained by our Services;

(d) any files or other data you download will be free of Viruses, or contaminated, or have destructive features;

(e) whether our Services will meet your requirements, provide specific results, or be available on an uninterrupted, secure, or error-free basis;

(f) any defects or errors in our Services will be corrected; and

(g) your inability to access or use our Services.

Further, we make no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of any third party products and/or services made available through the use of our Services. ****

**** We disclaim any and all liability and responsibility for defects, failures, leaks, injuries, or damages arising out of, caused by, or related to the use of Your Supplies. Labor associated with the use of Your Supplies is provided by us on an AS-IS basis, without warranty of any kind. We provide no warranties, express, or implied, statutory, or otherwise, for the use of Your Supplies. We disclaim all warranties of merchantability or fitness for a particular purpose for the use of Your Supplies. ****

**** We disclaim any warranty of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, course of performance or dealing, usage of trade, or non-infringement or misappropriation of third party rights with respect to the Third Party Content, Third Party Promotions, Third Party Products and Services. ****

**** This Section applies to the fullest extent permitted by applicable law. This Section does not affect your statutory rights as a consumer. ****

16. INDEMNIFICATION

Your Indemnification of Us. **** You agree to indemnify us and hold us harmless from or against any and all third party claims, actions, and demands, in each case including any related liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorneys’ fees)(any or all of the foregoing referred to as “Third Party Claims”) that are awarded against us, or agreed in settlement by you insofar as such Third Party Claims were related to or arise from one or more of the following:

(a) your use of our Services and/or Oili Offerings in violation of these Terms or in a manner not authorized by these Terms;

(b) your use of our Services in combination with any data, software, hardware, equipment, or technology not provided by us;

(d) your breach of your representations and warranties as specified in these Terms;

(e) you engage in any unfair or deceptive acts or practices;

(f) your gross negligent or willful acts or omissions;

(g) our use of Your Supplies to perform Oili Offerings. ****

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

17. LIMITATION OF LIABILITY

We are not Liable for any Indirect Damages. **** To the extent permitted by law, in no event will we be liable for (a) any damages, including, but not limited to, indirect, incidental, special, consequential, exemplary, or punitive damages, arising out of or in connection with (i) your use of our Services or any information or Content contained as part of our Services; (ii) your obtaining Oili Offerings; or (iv) your use of any Third Party Content, Third Party Promotions, and/or Third Party Products and Services; (b) any damage to property, loss of use, loss of time, loss of data, loss of business, loss of profits, loss of income (whether direct or indirect), in all cases arising out of the use of or inability to access and/or use our Services and/or obtain Oili Offerings, whether an action alleging such damages is brought in contract, negligence, tort, or otherwise, and even if we have been advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. ****

Our Direct Damages are Capped. **** In no event will our total liability under any and all causes of action on a cumulative basis exceed one hundred fifty dollars ($150.00 USD). ****

We have no Liability for Certain Activities. **** In no event will we be liable for any damages, losses (including data and profits), and/or liabilities under any cause of action arising out of, resulting from, caused by, and/or related to any one or more of the following:

(a) your actions or inactions resulting from the termination of your access or use of the Platform and/or App;

(b) your inability to access and use our Services during any downtimes or discontinuation of our Services by us;

(d) any SMS messages that cannot be received because the cellular service carrier does not make them available, any delays in receipt of any SMS messages, or any fees associated with sending any SMS message;

(e) damage to your vehicle due to defective oil and/or defective filters when you obtain Oili Offerings;

(f) damage to your vehicle due to our performance in providing Oili Offerings, to the extent permitted by law;

(g) for use of Your Supplies to perform Oili Offerings;

(h) for any Reviews or for any claims, liabilities, or losses resulting from any Reviews;

(i) any Third Party Content, Third Party Promotions, or Third Party Products and Services. ****

Your Rights regarding our Liabilities. **** The exclusions and limitations above are fundamental elements of the basis for the bargain between you and us. ****

18. TERM AND TERMINATION; SUSPENSION

Your Rights to Terminate Your Access and Use of our Services. These Terms commence and are binding on the first date you access or use our Services and/or Oili Offerings. At any time, for any reason, you may terminate your access to and use of the Platform and/or App by (a) accessing the settings in your Account or (b) sending an email, as specified in Section 29 (Contact Us), indicating that you want to terminate your access to and use of the Platform and/or App.

Our Rights to Suspend or Terminate Your Access and Use of the Platform and/or App. We may suspend or terminate your Account, or cease providing you with access and use of the Platform and/or App, at any time, for any or no reason, including, but not limited to, if we reasonably believe:

(a) you have violated these Terms in any manner, including but not limited to, using the Platform, App and/or Oili Offerings in a manner not authorized by these Terms;

(b) due to your unlawful conduct;

(d) our provision of the Platform, App and/or Oili Offerings to you are no longer commercially viable.

These Terms will continue to apply to you until terminated by either you or us.

If we suspend or terminate your access to and use of the Platform and/or App due to your violation of any portion of the prior paragraph, then you agree that you will not attempt to re-register with or access the Platform and/or App through use of your name or a different name, whether under a fake name, borrowed name, or the name of a third party, even if you may be acting on behalf of the third party. In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to (a) immediately take any or all of the actions specified in these Terms without any notice or warning to you, including but not limited to pursuing civil, criminal, and injunctive relief; and (b) we will not have an obligation to refund any amounts that you have already paid to us, regardless of when the suspension or termination occurred.

To the fullest extent permitted under applicable law, if we or you terminate your access to and use of the Platform and/or App, you agree that we will have no liability or responsibility to you or any third party.

Surviving Provisions. After your access to and use of the Platform and/or App are terminated, these Terms of Use will terminate, except that the following provisions will continue to apply to you and us: Section 6 (Rights You Grant Us, SMS Messages, Aggregated Statistics, Feedback, Reviews, and Surveys, but only the following Sections: Our Right to Collect Aggregated Statistics and Your Feedback to Us; Your review of our Services and Oili Offerings; Your Response to our Surveys); Section 11 (Payment); Section 14 (Ownership); Section 15 (Representations and Warranties; and Disclaimers); Section 16 (Indemnification); Section 17 (Limitation of Liability); Section 18 (Term, Termination; Suspension); Section 21 (Governing Law); Section 22 (Class Action Waiver); Section 23 (Dispute Resolution); Section 24 (Integration); Section 25 (Severability); and any other provisions that by their nature will survive termination of these Terms of Use.

19. CHANGES TO THE SERVICES AND/OR OILI OFFERINGS

Our Right to Change the Content of our Services and/or Oili Offerings. We reserve the right to change, modify, or remove any of the Contents of our Services and/or Oili Offerings, at any time or for any reason, at our sole discretion, without notice. Further, we have no obligation to update any information or Content on our Services and/or Oili Offerings.

Our Right to Change the Features and Functionality of our Services and/or Oili Offerings. We reserve the right to (a) add, change, modify, or discontinue any features or functionality of our Services and/or (b) add, change, or modify Oili Offerings, at any time, at our sole discretion, without notice.

20. CHANGES TO THIS TERMS OF USE

Our Right to Change this Terms of Use. Occasionally, we may make changes to this Terms of Use. If we make material changes to these Terms of Use, we will provide you with notice by displaying a prominent notice on our Services or by sending you an email. Please make sure you read any such notice carefully. Having received notice of any changes to the Terms of Use, if you continue to use our Services and/or Oili Offerings, then you agree to the updated Terms of Use. Neither the course of conduct between the Parties nor trade usage will act to modify or alter the provisions of these Terms of Use.

If you do not wish to continue using our Services and/or Oili Offerings under the updated Terms of Use, you can terminate your access and use of the Platform, App, and/or Oili Offerings, pursuant to Section 18 (Term and Termination; Suspension).

21. GOVERNING LAW

The Law and Rules that are Applicable to these Terms. These Terms and any dispute or claim arising out of, resulting from, caused by and/or related to, its subject matter, or its formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the state which has venue and jurisdiction, without reference to its conflicts of laws and choice of law rules or principles. The Parties irrevocably agree that the Riverside County, California, will have exclusive venue and jurisdiction to adjudicate and settle any dispute or claim arising out of, resulting from, caused by, and/or related to these Terms, its subject matter, or its formation (including non-contractual disputes or claims).

22. CLASS ACTION WAIVER

You may Bring Claims only as an Individual. **** You agree that you may bring claims against us only in your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative, multiple plaintiff, or similar proceeding. ****

Any Arbitration will be between You and Us. **** You agree that any arbitration will be limited to the dispute between you individually and us. To the fullest extent permitted by law: (a) no arbitration will be joined with any other party; (b) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons or party. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. *****

23. DISPUTE RESOLUTION

Resolving any Disputes between You and Us Informally. We are confident our customer service department can resolve most concerns quickly and to your satisfaction. Please contact our support team by email at support@oili.app.

Resolving any Disputes between You and Us via Arbitration. **** If a dispute is not resolved through the informal dispute resolution process described below, the Parties agree that any remaining dispute, claim, or controversy between the Parties arising out of, resulting from, in connection with, or relating in any way to the terms and conditions of the Terms or to your relationship with us as a user of our Services and/or Oili Offerings (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the terms and conditions of the Terms) will, subject to the exceptions expressly stated in this Section, be determined by mandatory, binding, individual arbitration administered by American Arbitration Association (“AAA”), conducted in the English language, without appeal or review except as permitted by law (for purposes of clarification, no class action arbitration is permitted under the terms and conditions of the Terms). ****

Injunctive Relief. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the Party’s individual claim.

Written Notice of Dispute. A Party who intends to seek arbitration must first send a written notice of the dispute to the other Party, by electronic mail (“Dispute Notice(s)”). Our email address for Dispute Notices is: support@oili.app. The Dispute Notice must (a) describe the nature and basis of the claim or dispute; and (b) specify the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the dispute directly, but if we do not reach an agreement to do so within thirty days (30) after the Dispute Notice is received, either Party may start an arbitration proceeding. Any arbitration between the Parties will take place under the Consumer Arbitration Rules of the American Arbitration Association (if you are an individual) and under the Commercial Arbitration Rules and Mediation Procedure) (if you are a Fleet Customer), then in force (the “AAA Rules”). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. We can also help put you in touch with the AAA. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.

Arbitration. During the arbitration, the amount of any settlement offer made by either Party may not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event the dispute between the Parties is finally resolved through arbitration in your favor, then any award by the arbitrator will be in accordance with the provisions of Section 17 (Limitation of Liability). All documents and information disclosed in the course of the arbitration will be kept strictly confidential by the recipient. All documents and information disclosed will also not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award, and will not be disclosed except in confidence to persons who have a need to know for such purposes, or as required by applicable law.

Right for You or Us to Resolve any Dispute in Other Ways. Regardless of the terms in the above paragraphs, the Parties both agree that nothing in the arbitration clauses will waive, preclude, or otherwise limit either Party’s rights, at any time, to bring an individual: (a) action in a U.S. small claims court; (b) claims for (i) defamation; (ii) violation of the Computer Fraud and Abuse Act, (iii) infringement or misappropriation of your or our intellectual property, or (iv) access to our Services and/or Oili Offerings that is unauthorized or exceeds authorizations granted in these Terms; or (c) action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. In addition, this arbitration clause doesn’t stop either Party from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

24. INTEGRATION

These Terms contain the full understanding of the Parties with respect to the specific subject matter and supersedes and cancels all other previous agreements, negotiations, commitments, discussions, and warranties, whether oral or in writing, with respect to such subject matter. The Parties have not relied on any statement, representation, warranty, or agreement of the other Party or of any other person on such Party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in these Terms. Nothing in this Section purports to limit or exclude any liability for fraud.

25. SEVERABILITY

If any provision of these Terms of Use is declared void or unenforceable by a court of competent jurisdiction, such provision will be deemed severed from the Terms of Use, and the remainder of the Terms of Use will otherwise remain in full force and effect as permitted by applicable law.

26. FORCE MAJEURE

Force Majeure Event. We will not have any liability to you by reason of any delay or failure to perform any obligation hereunder if the delay or failure to perform is occasioned by any act, event, non-happening, omission, or accident beyond our reasonable control and includes, but is not limited to, any one or more of the following: (a) acts of God; (b) flood, fire, earthquake, tornado, hurricane, tsunami, other potential disasters, catastrophes, or explosions; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, insurrection, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the effective date of this Terms of Use; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, lockouts, labor disturbances or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) pandemics, epidemics and any associated quarantine or shelter-in-place orders or similar orders (“Force Majeure Event”).

Your Right due to a Force Majeure Event. You agree that your sole and exclusive remedy where our delay or failure to perform is due to a Force Majeure Event(s) is to terminate your access and use of the Platform, App, and/or, Oili Offerings, specified in Section 18 (Term and Termination; Suspension).

27. ELECTRONIC COMMUNICATIONS

Visiting our Website and accessing and using our Platform and/or App, placing an Order, sending us emails, and completing any online forms constitutes electronic communications. By visiting our Website and accessing and using our Platform and/or App, and/or placing an Order, you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and via our Services satisfy any legal requirement that such communication be in writing.

28. UPDATES AND CUSTOMER SUPPORT

Updates. At various times, we may choose to make available updates or other changes or enhancements to our Services (collectively, “Service Updates”).

Please note that our Services may be unavailable during a Service Update.

Customer Support. For general customer support, or assistance with your Account or payment related questions (“Customer Support Queries”), please email us at support@oili.app. We will use reasonable efforts to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame, and/or that we will be able to answer any such queries.

You agree not to make improper use of our customer support services or submit false reports of abuse or misconduct.

29. CONTACT US

We welcome comments, questions, concerns, or suggestions. Please contact us via (a) email at support@oili.app or (b) our Website at https://oili.com/contact-us.

APPENDIX A - DEFINED TERMS

1. “Account” will have the meaning in Section 4 (Your Account and Your Obligations); which means an account to access and use the Platform and/or App.

2. “Analytical Data” will have the meaning in Section 2 (Definitions); which means location, log-file, analytics data, and other information volunteered by you or collected automatically through your use of our Services and/or your Account.

3. “App” means our mobile application, available on the Apple App Store and Google Play, which is entitled “Oili”.

4. “Content” will have the meaning in Section 2 (Definitions); which means any information, materials, graphics, links, images, photos, pictures, information or data, in whatever arrangement or form, that we make available to you through our Services.

5. “Data” means Personal Data and Analytical Data.

6. “Feedback” means any comments, suggestions, ideas, or opinions that you want to share with us about our Website, our Platform, our App, our Content, and/or Oili Offerings, including, but not limited to, about the features, modifications, enhancements, refinements, offering, promotions, strategies, and other information.

7. “Fleet Customer” will have the meaning in Section 1 (Introduction); which means a company or other legal entity that will access and use the Platform and/or App and obtain Oili Offerings.

8. “Oili Offerings” will have the meaning in Section 1 (Introduction); which means online method for ordering automotive oil changes, fluid top-offs, and similar services and associated products provided by the Company.

9. “Order” will have the meaning in Section 11 (Payment); which means placing an order for obtaining Oili Offerings.

10. “Personal Data” will have the meaning in Section 2 (Definitions); which means the data, information, and/or content that is provided as a result of the relationship between you and us, as set forth in these Terms, and that identifies, relates to, describes, or is capable of being associated with or could reasonably be linked to an individual person, directly or indirectly (as an example: name, geo-location, IP address, contact information, login and payment information).

11. “Platform” means our online platform located at https://oili.com.

12. “Recordings” means an audio and video recording of the entire process of providing the Oili Offerings, which may include recording you at your door (residential or business), inside your home/business, inside and outside of your vehicle, any surrounding areas near your vehicle, your VIN number, and your license plate.

13. “Review” means an evaluation by you about your experience in using our Platform and/or App and obtaining Oili Offerings, which may include the ease of placing an Order, the quality and performance of our technicians providing the Oili Offerings.

14. “Services” means our Website and our Platform and/or App.

15. “SMS Message” means a text message between mobile phones over a cellular network offered by a cellular service carrier, which includes Sign-in-SMS, Appointment-Related-SMS, and Marketing-SMS.

16. “Survey” means our market research that asks you questions and gathers information and data about our Website, Platform, App, and Oili Offerings.

17. “Website” means our website located at https://oili.com.

18. “Your Supplies” will have the meaning in Section 9 (Oili Offerings); which means the motor oil and associated components, such as filters, drain plugs, washers, or any other similar components provided by you for us to provide Oili Offerings.