NEON Subscription Agreement

1.1 Covered dealership. The Services are provided for the one dealership location identified by the business name and billing address entered at checkout. Additional locations require a separate subscription or a written order.

1.2 Services and fees. NEON dealership reporting and intelligence platform for the one covered dealership.

The $1,500.00 due at checkout is the first month's subscription payment. Subsequent monthly payments are collected as provided in Section 5. Applicable taxes are added based on Client's billing address.

1.3 Term. Month to month, automatically renewing for successive one-month periods. Either party may terminate on 30 days' written notice, subject to the default provisions in Section 10.

2.1 Grant of license. Provider grants Client a nonexclusive, non-transferable, limited license to use the Services solely for internal business use during the term.

2.2 Restrictions. Client may not transfer, sublicense, distribute, copy, modify, or make the Services available to third parties.

2.3 Ownership. Provider retains all intellectual property rights in the Services.

Provider will perform initial setup, configure accounts, and provide training (web-based or on-site). Additional on-site training days may incur fees. Provider will provide remote support during normal business hours.

Client agrees to provide a communications email address, adequate Internet connectivity, access to data systems, and a point of contact. Provider may modify requirements.

The first month's subscription payment of $1,500.00 is charged at checkout. Each subsequent month's subscription fee is charged automatically on the renewal date to the payment method Client provided at checkout. Where Provider agrees in writing to invoice Client instead, invoices are due within 30 days. Past-due amounts accrue interest at 2% per month or the maximum rate permitted by law, whichever is lower. Client is responsible for applicable taxes. Provider may adjust monthly fees to prevailing rates or based on the Consumer Price Index (CPI).

Client grants Provider a nonexclusive license to access and use Client data ("Client Data") solely to perform the Services. Confidentiality obligations apply to Client Data.

Client shall maintain the confidentiality of Provider's proprietary information and trade secrets. These obligations survive termination.

The Services are provided without warranties. Provider is not liable for incidental, special, or consequential damages. Provider's liability is limited to the monthly fees paid in the preceding month.

Client shall indemnify Provider for claims arising from Client's misuse of the Services, breach of this Agreement, or violations of applicable law.

Provider may suspend Services, terminate this Agreement, or accelerate unpaid amounts if Client breaches its obligations, a scheduled payment fails and is not cured promptly, or Client becomes insolvent.

This Agreement continues on a month-to-month basis and automatically renews for successive one-month periods unless either party gives at least 30 days' written notice of termination. Provider may also exercise its rights under Section 10. Client remains responsible for fees accrued and unpaid through the effective date of termination.

Disputes arising out of or relating to this Agreement or the Order shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Texas. Class arbitration is prohibited.

Neither party is liable for delays due to circumstances beyond its reasonable control.

Notices. Written notice to Provider may be given by email to info@vehicleai.co. Written notice to Client may be given to the email address provided at checkout.

Changes to this Agreement. Provider may update this Agreement by posting a revised version at this address with a new version number and effective date. A revised version applies to Client beginning with the first renewal that occurs at least 30 days after it is posted.

Governing law. This Agreement and the Order are governed by the laws of Texas.

Assignment. Client may not assign this Agreement without Provider's consent. Provider may assign this Agreement.

Independent contractors. The parties are independent contractors.

Order of precedence. Use of the vehicleai.co website is governed by Provider's website Terms of Service. For a NEON subscription, this Agreement controls over those Terms of Service to the extent of any conflict.

Electronic acceptance. Electronic acceptance and electronic signatures are accepted. Client's acceptance at checkout, together with the business name, billing address, and payment details Client provides, constitutes the Order and Client's execution of this Agreement.