VETRA Order Form and Subscription Agreement

Last updated: August 24, 2026

1. Parties and Product

This agreement is between Vetra, LLC ("Provider") and the business identified on the Order Form ("Client") for access to the Vetra platform, including AI website chat widget, Voice AI phone coverage, SMS lead handoff, customer retention workflows, Google review automation, subscriber dashboard ("Jarvis"), and optional equipment financing program.

2. Service Scope

• AI chat widget deployment and hosting
• AI lead intake, soft quote generation, and photo analysis
• After-hours and (where available) business-hours Voice AI phone coverage
• Instant SMS lead handoff via Telnyx-provisioned toll-free number
• Customer retention SMS campaigns (optional, subscriber-configured)
• Google review automation (optional, subscriber-configured)
• Subscriber dashboard access for lead management, analytics, and configuration
• Platform updates, maintenance, and support during active term
• Where Client subscribes to it, capture and reading of photographs of printed receipts and tip slips, including reconciliation of tips and support for card disputes
• Optional equipment financing agreements (governed by a separate Equipment Financing Schedule and Linked Software Commitment)

2A. Vertical Schedule

VETRA serves several industries. A Vertical Schedule is attached to this Order Form and forms part of this agreement. It identifies Client's industry and describes the modules actually delivered to it, the data actually captured, and any obligations specific to that industry. Client is bound only by the Vertical Schedule identified on its own Order Form.

Capabilities described in Section 2 are modular. A capability applies only where Client has subscribed to it and it has been enabled on Client's account; several are off by default and require Client to turn them on.

2B. Recording, Capture and AI Processing — please read

• Calls are recorded and transcribed. Where Client enables Voice AI, inbound calls are recorded, transcribed and processed by AI services. Client is responsible for notifying its callers and for compliance with call-recording law in every state it operates in, including all-party consent states. See Section 9.2 of the Terms of Service.
• Photographs of receipts and tip slips are stored and read by third parties. Images are stored with Amazon Web Services and read by optical character recognition and AI text-extraction services. Every bar slip image is checked for a full payment card number immediately after capture; where one is found the stored image is deleted. VETRA never stores a full card number — only the last four digits, the card brand and the cardholder name as printed on the slip.
• Some processing takes place outside the United States. Providers and their countries are listed at usevetra.com/sub-processors, which forms part of this agreement and of the Privacy Policy.
• Client must not capture what the Services are not built for. Client will not use the capture features to photograph identity documents, medical information, or any document whose retention it is not entitled to.

3. Pricing and Plan Terms

4. Cancellation, Early Termination, and Refunds

• No Contract plans may be canceled at any time online from the dashboard (Billing → Cancel subscription) — cancellation takes effect at the end of the current billing period. Written notice to legal@usevetra.com also works; the online path is always available and never requires contacting anyone.
• 12-month commitment plans are fixed commitments; early cancellation requires payment of the remaining committed balance.
• Annual Prepay plans are non-refundable once the service 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 for all amounts due under the selected plan, including ACH or card for monthly plans and ACH for annual prepay plans. 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, subject to the carve-outs in Section 12.
• Governing law: Tennessee.

7. Document Control

This document must be paired with the VETRA Platform Operating Conditions and Compliance Addendum, the Vertical Schedule identified on the Order Form, the Privacy Policy, and the Sub-Processor list. Together these are the agreement.

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, including information Client captures from its own customers.
• "End User" means an individual whose information enters the Services through Client's business — a caller, a website visitor, or a patron whose receipt or tip slip is captured.
• "Vertical Schedule" means the industry-specific schedule attached to the Order Form.
• "Sub-Processor" means a third party engaged by Provider that processes Client Data or End User information in providing the Services. The current list is published at usevetra.com/sub-processors.
• "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.

11A. AI Content Disclaimer and End-Customer Indemnity

• AI-generated content disclaimer: The platform's AI-generated content (quotes, estimates, summaries, diagnoses, recommendations, and text read out of photographs) is not legal, mechanical, financial, or professional advice, and may be inaccurate. Client acknowledges this and indemnifies Provider against any claim by an end customer or member of Client's staff arising from reliance on AI-generated content.
• Shop responsibility: The shop remains responsible for all technician-facing advice, repair recommendations, and interactions with end customers.
• Insurance: Client shall maintain commercial general liability insurance as required for its business. If Provider requests it, Client will name Provider as an additional insured on that policy.
• No reliance: Neither party has relied on statements outside this agreement.
• 1-year limitation period: Any claim under this agreement must be initiated within 1 year of the event giving rise to it, notwithstanding any statute of limitations.

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.
• Except as stated in the carve-outs bullet below, 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.
• Carve-outs. Neither the damages exclusion nor the 12-month cap above applies to a party's fraud or willful misconduct, a party's indemnification obligations under Section 11, or a party's breach of its confidentiality obligations under Section 10. Liability in those categories is not limited by this Section.
• Security incidents. A security incident means unauthorized access to, disclosure of, or acquisition of Client Data or End User information while held by Provider. Claims arising from a security incident are subject to the same 12-month cap above. The carve-outs bullet is unaffected.

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@usevetra.com or by mail to Vetra, LLC, 2245 Cherokee Ridgeway, Knoxville, TN 37920. 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 to this agreement must be in writing and accepted by both parties. Where Provider updates a document incorporated by reference under Section 7, that change is prospective only, takes effect no sooner than 30 days after Provider sends notice of it to Client's account email, and never applies to a claim that accrued before its effective date. Client's continued use of the Services after the effective date, or its next renewal on or after that date, is its acceptance of the change.
• Electronic Signatures: Typed names, digital acceptance, and electronic signatures are intended to be binding and enforceable.
• Authority: The person accepting this agreement — by checkout consent, typed name, or electronic signature — represents that they are authorized to bind the business named on the Order Form, and accepts on that business's behalf.
• Survival: Sections on payment obligations, confidentiality, liability limits, indemnification, dispute terms, and other by-nature continuing provisions survive termination.