VETRA Order Form and Subscription Agreement

Last updated: March 23, 2026

1. Parties and Product

This agreement is between Apex Conversion Group, LLC ("Provider") and the subscribing auto repair business ("Client") for access to the VETRA Virtual Expert Triage and Retention Assistant platform, including AI website intake, vision-model soft quote flow, and SMS lead handoff tooling.

2. Service Scope

• Website widget access and deployment support
• AI lead intake and soft quote generation
• SMS handoff of qualified leads
• Platform updates, maintenance, and support during active term

3. Pricing and Plan Terms

4. Cancellation, Early Termination, and Refunds

• No Contract plan may be canceled before next billing cycle by written notice to legal@apexconversiongroup.com.
• 3-month and 12-month monthly plans are fixed commitments; early cancellation requires payment of remaining committed balance.
• Upfront plans are non-refundable once term begins.
• 30-day money-back guarantee applies only to first-time No Contract subscribers, first billing period only.

5. Payment Authorization

Client authorizes Stripe-based billing (including ACH where selected) for all amounts due under selected plan. Failed payments may result in suspension until cure.

6. Legal and Liability Terms

• Soft quotes are AI-generated estimates, not guaranteed final repair prices.
• Client remains responsible for all communications sent to end users and for legal compliance including TCPA/CAN-SPAM as applicable.
• Service is provided as-is; total Provider liability capped at amounts paid in prior 12 months.
• Governing law: Tennessee.

7. Document Control

This document must be paired with the VETRA Platform Operating Conditions and Compliance Addendum.

8. Definitions

• "Services" means the VETRA software, workflow components, onboarding support, and related updates made available during an active term.
• "Client Data" means information submitted by or on behalf of Client through the Services.
• "Effective Date" means the date accepted in the signed contract packet or, if earlier, the first date of paid service activation.

9. Intellectual Property and License

Provider retains all right, title, and interest in and to the Services, software, models, interfaces, and related intellectual property. During a paid term, Provider grants Client a limited, non-exclusive, non-transferable license to use the Services for Client's internal business operations.

10. Confidentiality

Each party may receive non-public business, technical, or financial information from the other party. The receiving party will use such information only to perform or receive Services and will protect it using reasonable safeguards. Confidentiality obligations survive for 3 years after termination, except trade secret obligations that survive as long as protected by law.

11. Indemnification

• Client will indemnify, defend, and hold harmless Provider from third-party claims arising from Client's unlawful use of Services, Client content, or Client communications to end users.
• Provider will defend Client against third-party claims that the Services, as provided by Provider and used as permitted, directly infringe U.S. intellectual property rights, subject to prompt notice and cooperation.

12. Disclaimer and Limitation of Liability

• Except as expressly stated, Services are provided "as is" and "as available" without warranties of merchantability, fitness for a particular purpose, or non-infringement.
• Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenue, data, or goodwill.
• Provider's aggregate liability for all claims under this agreement will not exceed amounts paid by Client in the 12 months before the event giving rise to liability.

13. Dispute Resolution and Venue

Before filing suit, the parties will attempt good-faith executive negotiation for at least 30 days after written notice of dispute. Any action not resolved informally will be brought exclusively in state or federal courts located in Tennessee, and each party consents to personal jurisdiction in those courts.

14. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including utility outages, internet backbone failures, acts of government, labor disputes, or natural disasters. The affected party will use reasonable efforts to resume performance promptly.

15. Assignment

Neither party may assign this agreement without the other party's prior written consent, except to an affiliate or in connection with merger, acquisition, or sale of substantially all assets, provided the assignee assumes the obligations herein.

16. Notices

Legal notices to Provider must be sent to legal@apexconversiongroup.com. Notices to Client may be sent to the email provided in the signed packet. Notice is deemed given when sent, unless sender receives an error delivery notice.

17. Miscellaneous

• Entire Agreement: This document, the signed packet, and referenced addendum constitute the complete agreement for the Services described.
• Order of Precedence: Signed order-specific terms control over conflicting boilerplate terms.
• Severability: If a provision is unenforceable, remaining provisions remain in effect.
• Waiver: Failure to enforce any provision is not a waiver of future enforcement.
• Amendments: Changes must be in writing and accepted by both parties.
• Electronic Signatures: Typed names, digital acceptance, and electronic signatures are intended to be binding and enforceable.
• Survival: Sections on payment obligations, confidentiality, liability limits, indemnification, dispute terms, and other by-nature continuing provisions survive termination.