1. Services:

The Company will make commercially reasonable efforts to ensure the software operates as intended.

The Company reserves the right to make updates, upgrades, or modifications to the Software during the term of this Agreement.

Service term is 1-month.
Set-up fee: Conditionally waived

Services:
1 – AI Meta Ads Management: creation, optimization, and management of campaigns (all ad spend paid directly by the client).
2 – AI Lead Qualification and Instant Quoting: collects lead information, qualifies the lead, and warms them up showing instant pricing.
3 -AI Calling: automatically calls qualified leads with software-generated quotes to book appointments. Each lead may involve multiple calls.
4 – GHL (Highlevel) CRM Access: includes automation templates; all associated usage costs (phone, SMS, workflows) are covered by the client.

Plan features include unlimited users, states, teams, flows, as well as calendar integration, branding configuration, and customization tools.

A credit is defined as any lead that completes the software qualification form and generates a quote.

META Ads management, AI Calling Services, and GHL CRM access are limited to one (1) account per each 100 contracted monthly credits (or portion thereof) (e.g., up to 100 credits = 1 account; 101–200 credits = up to 2 accounts; 1901–2000 credits = up to 20 accounts)

2. Term and Cancellation:

This Agreement will commence on the Effective Date for one month. Upon termination of your subscription, your access to the Service will be immediately disabled, and you agree to cease all use of the Service and any associated software, including integrations, widgets, or APIs.

The Company reserves the right to delete all data associated with your account.

You must also return or destroy any confidential materials provided by the Company, including any advertisements or creative assets produced by the Company on your behalf.

3. Credits (quotes):

A credit is defined as any lead that completes the software qualification form and generates a quote. Each submitted lead (quote) will count toward the Client’s credits.

Multiple credits (quotes/leads) for the same address count only once per dealer in each subscription month. A subscription month runs from the payment start date to the day before the same date the following month (e.g., July 3 to August 2). This rule applies regardless of the total subscription length — duplicates reset each subscription month.

Unused credits can roll over to the next renewal period, up to a maximum of 50% of the credits contracted per period (e.g.In a 3-month subscription with 150 credits/month ,450 total, Client has up to 225 unused credits to roll over into the next 3-month period.).

Additional credits above the plan are charged at the per-credit price of this subscription plan, except if neither AI Meta Ads Management nor AI Calling is purchased, additional credits will be charged at a per-credit price increased by twenty percent (20%).

4. Payments:

The Client is responsible for all applicable taxes, excluding those based on the Company’s income. The Client agrees to enroll in automatic payments (“Autopay”), authorizing the Company to charge any payment method on file.

This Agreement is legally binding upon execution. The Company begins work on the project immediately upon execution of the payment; we begin allocating resources to set up the platform access, reserve onboarding time, and assigning necessary data access for the upcoming month. Therefore, timely payment is essential.

Fees are due regardless of whether the Client uses or accesses the software or software results. All fees are non-refundable. No refunds, credits, or adjustments will be provided for unused services, inactivity, or early termination of the subscription; the Client remains responsible for all payments for the period and products to which they subscribed.

Failure to remit the first payment within five (5) days of contract execution, or any subsequent payment when due or upon renewal, shall constitute a material breach of this Agreement. In such event, the Company may: (i) remove any discounts previously applied, with full undiscounted fees owed both prospectively and retroactively; (ii) suspend or withhold all services without further notice; (iii) pursue recovery of all fees owed for the full contract term regardless of whether services have been rendered; and (iv) engage third-party debt collection and legal services, with all associated costs, collection expenses, and legal fees to be borne by the Client.

The setup fee is equal to six (6) months of service at full, undiscounted price, and is subject to a minimum of USD $6,000.The setup fee is conditionally waived as a discount contingent upon timely payment and completion of the full contract term, including any annexes or additional subscriptions executed under this Agreement. In the event of non-payment, early termination, default, or failure to pay, the Company will reinstate and collect the full setup fee, in addition to any other outstanding amounts owed under this Agreement or any annex.

5. Confidentiality:

“Confidential Information” refers to any documents, materials, or information provided by the Company, including but not limited to business plans, customer lists, trade secrets, software, pricing information, and any materials labeled as “confidential” or similar. It also includes the terms of this Agreement and any related technical, economic, or commercial information disclosed in connection with the Project. The Client agrees to use the Confidential Information solely for the purposes of this Agreement and to maintain its strict confidentiality. Disclosure to third parties is prohibited unless required by law or explicitly permitted in this Agreement. The Company makes no warranties regarding the accuracy or completeness of the Confidential Information and is not obligated to inform the Client of any changes or inaccuracies. The Client shall not disclose or use any Confidential Information, during or after the term of this Agreement, without the Company’s prior written consent, except as necessary to perform services on behalf of the Company.

6. Proprietary Information:

The Company retains exclusive ownership of all rights, title, and interest in Company Inventions (intellectual property rights worldwide) whether before or during the contract term. The Client agrees not to reverse engineer, decompile, disassemble, modify, or create derivative works based on the Services or Software.

All advertisements, creative assets, and related materials produced by the Company for you are considered confidential and proprietary. You may not disclose, reproduce, duplicate, or use these materials for any purpose outside the scope of this agreement without the Company’s prior written consent.

7. Limitation of Liability:

The Company’s liability for any claim arising out of this Agreement will be limited to the amount of fees paid by the Client to the Company for the services provided during the 1 months preceding the event giving rise to such liability. The Company will not be liable for indirect, consequential, or incidental damages.

The Company is not responsible for any pricing, offers, representations, or communications made by the Client to end consumers through the platform. All such actions are the sole responsibility of the Client.

The Client agrees to comply with all applicable laws and regulations, including but not limited to those governing consumer protection, marketing practices, and consented communications (e.g., TCPA, CAN-SPAM Act, and relevant state laws). The Client is solely responsible for obtaining any required consents from end consumers before initiating communication.

While The Company may support marketing activities, it is not responsible for lead generation outcomes and does not commit to delivering any specific number or quality of leads.

8. Third-Party Platforms

If we provide Advertising Services, all advertising spend (e.g., Meta, Google) shall be paid directly by the Client to the corresponding advertising platform.

If we provide access to a HighLevel CRM account, which may include automation templates or Conversational AI templates, all usage-related costs (e.g., phone calls, SMS, phone number and verification, workflow activity) shall be borne by the Client.
If we provide AI Calling Services, any workflow activity costs required to integrate with the CRM (such as HighLevel) shall also be paid by the Client.

Certain third-party platforms (such as HighLevel) may charge us first and automatically rebill the corresponding amount to the Client.

9. Warranties and Disclaimer:

The Company warrants that the software will perform substantially in accordance with the documentation provided. The Company will use reasonable efforts, consistent with industry standards, to provide the Services in a reliable manner and to minimize errors or interruptions. Services may occasionally be unavailable due to scheduled maintenance, emergency repairs, or factors outside Babio’s control. When possible, The Company will provide advance notice of scheduled maintenance. While we aim for high availability, we do not guarantee that the Services will be uninterrupted or error-free.

The platform is provided on an “as is” basis, and Babio makes no guarantees regarding specific outcomes from use.

Panel placement is optional and for illustrative purposes only. Final layout is not guaranteed and may vary based on site conditions, available imagery, engineering, and permitting requirements. To the extent permitted by law, The Company disclaims all implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement.

10. Data Protection:

The Client acknowledges that the Company may process personal data in accordance with applicable data protection laws, including GDPR and CCPA.

11. Indemnification:

The Client agrees to indemnify the Company for any claims arising from their use of the software or any breach of this Agreement.

12. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware in the United States, without regard to its conflict of law principles. The parties agree that any dispute, claim, or action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party irrevocably submits to the personal jurisdiction of such courts.

13. Entire Agreement:

These terms and conditions constitute the entire agreement between the Parties and supersedes all prior agreements or understandings.

14. Amendment:

This Agreement may be amended only by a written document signed by both Parties.