TERMS AND CONDITIONS OF SERVICE

RENN SPORT PERFORMANCE LLC

The Terms and Conditions of Service (the “Terms” or “Agreement”) outlined herein shall apply to and govern the services provided by Renn Sport Performance LLC, an Indiana limited liability company (“RSP”) to the individual(s) or entity(s) for which RSP provides services (“Customer”, together with RSP, referred to individually as a “Party” or collectively as the “Parties”). These Terms apply to, supersede the terms of, and are integrated into any document signed by and between RSP and Customer including, but not limited to, quotes, work orders, agreements to provide services, authorization to do work (each “Contract”) whether or not these Terms are expressly referenced therein. In the event of inconsistency between these Terms and any other Contract, unless otherwise agreed in a signed writing signed by RSP, these Terms shall govern all services provided by RSP to Customer.

1. Services. RSP shall provide to Customer the services (the “Services”) set out in the Contract. RSP shall provide the Services (a) in accordance with the provisions and subject to the conditions set forth in these Terms and (b) in a workmanlike and professional manner.

2. Fees and Expenses; Payment Terms; Late Payments. The Customer shall pay all fees due and owing under the Contract on or before the time of pickup. The Customer shall make all payments hereunder in US dollars by wire transfer, ACH transfer, cash, check, or credit card. RSP shall issue written invoices (each an “Invoice”) to the Customer for the cost of the Services. Invoices will clearly indicate the Services for which the Customer is being charged. In the event the Customer disputes any of the invoiced amounts, it shall within fifteen (15) days from receipt of Invoice, provide written notice and explanation of such disputes to RSP. After fifteen (15) days from receipt of each Invoice, Customer shall be deemed to accept the invoiced amounts as complete and accurate if written notice is not provided. The parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything herein to the contrary, each Party shall continue performing its obligations under this Agreement during any such dispute, including, without limitation, payment by the Customer of all undisputed fees due and payable under the Contract. Customer acknowledges and agrees that, in accordance with applicable state laws, RSP retains a mechanic’s lien on the vehicle for any unpaid charges for labor, parts, and storage, and may retain possession of the vehicle until such charges are paid in full. Storage fees will be applied at a rate of Seventy-Five Dollars ($75.00) per day beginning the first (1st) business day after Service is complete.

3. Estimate & Authorization Policy. No Service shall be performed without a signed estimate or written authorization from the Customer. In the event additional work is identified during inspection or in the course of performing Services, such additional work shall not be undertaken without the Customer’s prior written approval, which may be provided by signed estimate, email, or text message. To the extent Customer will not authorize additional work or parts RSP deems necessary, in its sole discretion, to complete the Services, Customer shall be responsible for all costs associated with reassembly of the vehicle.

4. Parts and Warranty Policy. RSP warrants that all parts under this Agreement will be free from defects in material and workmanship under normal use and service for the earlier of five-hundred (500) miles or three (3) months from the date of Service. This warranty is limited to the repair or replacement of defective parts supplied by RSP, at the sole discretion of the RSP. This warranty does not cover damage caused by misuse, abuse, neglect, or unauthorized modifications, normal wear and tear, parts that have been repaired or altered by anyone other than RSP or its authorized representatives, incidental or consequential damages, including but not limited to loss of use, loss of revenue, or loss of profits. Customer acknowledges that any parts, components, or materials supplied by the Customer for use in the Services are not covered under any warranty, express or implied, by RSP. Additionally, if Customer requests any parts—whether supplied by Customer or otherwise—be modified, altered, or adapted in order to fit, function, or be installed on a vehicle, such modifications shall be performed solely at Customer’s request and risk. RSP expressly disclaims any responsibility for the performance, safety, or compatibility of such modified parts, and no warranty of any kind shall apply to those parts or to any Services affected by their use. Customer assumes full responsibility and liability for any damages, failures, or issues arising from the use or modification of such parts. To make a warranty claim, the Customer must notify RSP in writing within fifteen (15) days of discovering the defect. The notification must include a detailed description of the defect and proof of purchase. RSP will evaluate the claim and, if deemed valid, will provide instructions for the return or repair of the defective part. Customer is responsible for using the parts in accordance with the RSP’s instructions and for maintaining the parts in good condition. Notwithstanding the foregoing, any defects in parts that exist when purchased by RSP shall be customer’s responsibility to address with the manufacturer of such products, unless RSP agrees otherwise in writing.

5. Dyno and Performance Testing Waiver. Dyno testing and tuning services are performed solely at the Customer’s risk. RSP shall not be liable for any damage to the vehicle or its components arising out of or resulting from performance testing, tuning, or related services.

6. Storage and Abandonment Policy. Vehicles remaining on RSP’s premises for more than five (5) business days following completion of Services, without pickup by the Customer, shall be subject to a storage fee of Seventy-Five Dollars ($75.00) per day. If a vehicle remains unclaimed for thirty (30) consecutive days without communication from the Customer, it may be deemed abandoned and subject to lien sale proceedings in accordance with applicable state and local laws.

7. Diagnostic Charges; Test Drive and Tear-Down Authorization. Customer hereby authorizes RSP to operate the vehicle, as necessary, for the purposes of diagnostics, test driving, and quality assurance. Diagnostic services are billable, and charges for diagnostic time shall apply regardless of whether the Customer authorizes or proceeds with any recommended repairs. Customer authorizes RSP to perform any necessary partial or complete disassembly of components for diagnostic purposes as deemed appropriate by RSP. Customer acknowledges and agrees certain diagnostics cannot be completed without disassembly. If Customer declines recommended repairs following inspection, RSP is not responsible for reassembly of the affected components unless Customer requests and agrees to pay for the same. Labor performed for disassembly remains billable and is due at the time of pickup.

8. Vehicle Condition Disclosure. RSP shall not be responsible for any pre-existing damage, defects, or normal wear and tear to the vehicle. A visual inspection of the vehicle may be conducted upon intake, and photographs may be taken to document the condition of the vehicle at the time of delivery to RSP. Such inspection and documentation are for record-keeping purposes only and do not constitute a comprehensive inspection, evaluation, or certification of the vehicle’s condition.

9. Estimated Completion Dates. Any estimated completion dates provided by RSP are for informational purposes only and are not guaranteed. Completion times may vary due to parts availability, unforeseen circumstances, or current workload. RSP will make reasonable efforts to notify the Customer of any delays; however, RSP shall not be liable for any direct, incidental, consequential, or special damages, including but not limited to loss of use, loss of income, or inconvenience, arising from or relating to delays in the completion of services. By signing the Contract, the Customer expressly waives any and all claims against RSP for losses or damages resulting from such delays.

10. Towing and Transport Liability. Vehicles may be transported to or from RSP’s facility either by third-party transport services or, for eligible customers and at RSP’s discretion, by RSP. In all cases, Customer shall be solely responsible for ensuring that the vehicle is properly insured during transport. RSP shall not be liable for any damage, loss, or claims arising from the transport of the vehicle to or from its facility, whether such transport is provided by RSP or by a third party, or for any damage sustained while the vehicle is in transit or otherwise outside the physical premises and control of RSP. When applicable, Customer is solely responsible for selecting a properly licensed and insured third-party transport service, and for pursuing any claims for damage or loss occurring during transport directly with their insurer or the third-party transport service.

11. Flammable or Hazardous Materials. The Customer is required to disclose to RSP any known fuel system issues, fluid leaks, hazardous materials, or other conditions that may pose a safety risk. RSP reserves the right, in its sole discretion, to refuse or discontinue Services on any vehicle that presents a safety hazard to its personnel, property, or other vehicles. In the event Services are discontinued for safety reasons, RSP shall not be responsible for reassembling or restoring the vehicle to its prior condition. Should such a vehicle be left on RSP’s premises, the Customer shall be responsible for any applicable storage or removal fees incurred as a result.

12. Personal Belongings. Customers are advised to remove all personal belongings from their vehicles prior to delivery. RSP shall not be responsible for any loss, theft, or damage to personal property left inside the vehicle. By delivering the vehicle to RSP, the Customer acknowledges and agrees to this advisory and releases RSP from any liability related to personal property left in the vehicle.

13. Service Communications and Customer Response Obligations. RSP will provide service updates to the Customer via text message, telephone, or email, according to the Customer’s preferred contact method as indicated at the time of service authorization. To maintain an efficient workflow, Customers shall refrain from initiating status inquiries unless first contacted by RSP. The Customer agrees to respond to all communications from RSP within twenty-four (24) hours of receipt. Failure to provide a timely response may result in delays to the completion of services, temporary suspension of work, and/or the application of storage fees as set forth in this Agreement, for which RSP shall bear no responsibility.

14. Post-Service Responsibilities and Disclaimer. RSP is not responsible for any issues, damages, or failures resulting from improper break-in procedures following engine builds or major component installations. CUSTOMERS ARE SOLELY RESPONSIBLE FOR FOLLOWING ALL POST-SERVICE INSTRUCTIONS, INCLUDING BUT NOT LIMITED TO TUNING, FLUID CHANGES, AND MILEAGE-BASED CHECKUPS. RSP will not be liable for any problems arising from a Customer’s failure to properly follow post-service requirements of RSP or part manufacturers.

15. Custom Fabrication and Modifications Disclaimer. Custom fabrication, wiring, or retrofit services may require modification to original equipment manufacturer (“OEM”) parts, systems, or wiring. Customer acknowledges that such modifications may affect or void OEM warranties, impact emissions compliance, and alter compatibility with factory features or future system updates. RSP is not liable for any OEM warranty voidance, failed emissions tests, or issues arising from incompatibility with existing or future factory systems.

16. Warranty Disclaimer for Performance Modifications. RSP OFFERS NO WARRANTY, EXPRESS OR IMPLIED, ON VEHICLES MODIFIED FOR PERFORMANCE, RACING, OR NON-OEM CONFIGURATIONS UNLESS EXPLICITLY STATED IN WRITING. This includes, but is not limited to, custom engine calibrations or tunes, engine or drivetrain swaps, and fabricated or custom components. Customer acknowledges performance modifications inherently carry increased risk and potential for accelerated wear or failure and agrees to hold RSP harmless for the same.

17. Limitation of Liability for Pre-Existing Component Failures and Weaknesses. RSP shall not be liable for failures of weak, worn, or aging component including but not limited to clutches, axles, wiring, sensors, or similar parts, which fail during or after upgrades, tuning, or dyno testing. Customer acknowledges and accepts performance upgrades or testing may reveal or accelerate existing underlying weaknesses in vehicle components, and Customer accepts the risk and responsibility thereof.

18. Use of Parts and Compliance Disclaimer. Some parts and services provided by RSP may be intended for off-road or track use only. It is the sole responsibility of the Customer to ensure any modifications, parts, or services comply with all applicable local, state, and federal laws, including but not limited to emissions regulations and vehicle inspection requirements. RSP is not liable for any failed inspections, fines, citations, or other legal consequences resulting from the use of these parts or services.

19. Tuning Policy (ECU/PCM/Standalone Units). Once a base map or custom tune is uploaded to the vehicle, RSP is not responsible for any engine damage resulting from Customer use, fuel quality, detonation, or any other factors beyond the RSP’s control. Remote tuning support is provided for forty-eight (48) hours following delivery of the tune, unless otherwise expressly agreed in writing.

20. Shop Labor Control Clause. RSP reserves the right to refuse the use of Customer-supplied labor, parts, assistants, or third party technicians within its facility. Only authorized RSP staff are permitted to perform work on-site. No outside parties may assist, observe, or participate in vehicle services without prior written approval from RSP.

21. Vehicle Access Restriction. Customers, guests, friends, and delivery personnel are not permitted in designated work areas without a staff escort or prior written authorization from RSP. Unauthorized entry into shop or service areas is strictly prohibited due to safety, security, and insurance compliance.

22. Deposits and Cancellations. ALL DEPOSITS ARE NON REFUNDABLE ONCE PARTS ARE ORDERED OR WORK HAS BEGUN. If Customer cancels after parts are ordered or work has begun, Customer agrees to pay for any restocking fees, labor, or other costs incurred up to the time of cancellation.

23. Refunds and Payment Disputes. ALL SALES ARE FINAL. ANY CHARGEBACKS, PAYMENT DISPUTES, OR REVERSED TRANSACTIONS WILL BE CONSIDERED THEFT AND MAY BE REPORTED TO THE APPROPRIATE AUTHORITIES. Customer agrees to resolve any concerns or disputes directly with RSP prior to initiating any payment reversals or chargebacks.

24. Photography, Video, and Recording Consent. RSP may photograph or video record vehicles, Customer interactions, and activities for purposes including, but not limited to, documentation, marketing, social media, training, security, and quality assurance. This includes video surveillance on-site and the recording of phone calls for quality control and compliance purposes. Customer consents to being recorded or filmed while on RSP’s premises and authorizes RSP to use any images, videos, or media involving their vehicle for any purpose RSP deems appropriate, including marketing. Customers wishing to opt out of media use involving their vehicle must submit a written request prior to Services being performed.

25. Confidentiality. These Terms and any Contract is strictly confidential. Customer agrees that any information shared in the course of RSP providing the Services, including but not limited to its methods of doing business, and other confidential information and material disclosed in connection with these Terms shall be kept confidential.

26. Authorization of Service. Customer, by requesting Services, affirms that they are either the legal owner of the vehicle or have obtained full authorization from the legal owner to request such Services. Customer agrees to assume full responsibility for securing any necessary permissions and acknowledges RSP shall not be liable for any claims, disputes, or damages arising from the Customer’s lack of ownership or authority to authorize modifications or other Services to the vehicle.

27. Insurance. While Services are being performed and until a vehicle is removed from RSP’s premises, Customer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, personal or commercial automobile in a sum no less than the value of the Customer’s automobile with a financially sound and reputable insurer. In the event of catastrophic failure, accident, theft, fire, or any other unforeseen damage to the vehicle while in the possession of RSP, Customer shall be solely responsible for initiating, managing, and pursuing claims related thereto through their personal or commercial automobile insurance provider. Upon RSP's request, Customer shall provide RSP with a certificate of insurance from Customer's insurer evidencing the insurance coverage specified in these Terms. Customer shall provide RSP with 3 days' advanced written notice in the event of a cancellation or material change in Customer's insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against RSP's insurers and RSP.

28. Non-Disparagement. Customer shall not, and shall cause all parties affiliated with Customer to not, at any time, do or say anything, directly or indirectly, expressly or impliedly, that a reasonable person would construe as detrimental, disparaging, or which attacks, degrades, criticizes, discredits, or in any way impugns the personal or professional integrity, goodwill, reputation, or business practices of RSP, its members, managers, employees, agents, and subcontractors, including but not limited to the making of negative statements (oral, written, electronic, through any form of media, or otherwise) concerning RSP’s business practices, effectiveness of policies and practices, or the quality of Services or personnel.

29. Indemnification. Customer agrees to defend and indemnify RSP and its respective members, managers, officers, directors, employees and agents from and against all claims, suits, actions, damages, losses, third party claims, and/or expenses (including without limitation, reasonable attorneys’ fees and costs of litigation), arising from or related to the Services performed by RSP, its employees, agents, and/or subcontractors. Customer agrees to pay or reimburse all costs and expenses that may be incurred by RSP in enforcing this indemnity and these Terms, including attorneys’ and other legal fees.

30. Intellectual Property. To the extent protectable intellectual property rights are created, including copyrights, trademarks, service marks, trade secrets, and know-how in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of RSP in the course of performing the Services (“Intellectual Property”), such Intellectual Property shall be owned by RSP. Customer hereby assigns to RSP any Intellectual Property rights associated with or created in performing the Services in exchange for RSP performing the Services as set forth in the Contract, as applicable.

31. Limitation of Liability. IN NO EVENT SHALL RSP’S CUMULATIVE LIABILITY TO CUSTOMER UNDER THE CONTRACT (WHETHER IN TORT, CONTRACT, OR OTHERWISE) EXCEED THE COSTS BORNE BY RSP IN PROVIDING ADDITIONAL LABOR TO REMEDY DEFECTS IN SERVICES, EXCLUDING ALL AMOUNTS RSP PAID TO THIRD PARTY SERVICE PROVIDERS OR PARTS VENDORS IN CONNECTION WITH SERVICES PROVIDED TO CUSTOMER. RSP SHALL NOT BE RESPONSIBLE FOR THE COST OF ANY PARTS, COMPONENTS, OR MATERIALS REQUIRED TO CORRECT OR REMEDY DEFECTS IN SERVICES. ALL SERVICES PERFORMED BY RSP ARE CONDUCTED AT THE EXPRESS DIRECTION AND REQUEST OF THE CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY SPECIFICATIONS, INSTRUCTIONS, MODIFICATIONS, OR PARTS REQUESTED OR SUPPLIED BY THE CUSTOMER ARE PROVIDED AT THE CUSTOMER’S SOLE RISK. RSP IS NOT LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM CUSTOMER’S USE OF THE SERVICES.

32. Joint and Several Obligations. To the extent a vehicle is owned by multiple parties, these terms shall be binding on each and all obligations shall be applicable to each owning party, jointly and severally.

33. Assignment. Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of RSP. Any assignment or delegation by Customer without such consent shall be null and void. RSP may assign its rights and delegate its obligations, in whole or in part, at its sole discretion, without notice or consent. No assignment or delegation shall relieve the assigning or delegating party of its obligations under this Agreement unless expressly agreed in writing by RSP.

34. Force Majeure. RSP shall not be liable for any failure to fulfill its obligations or delays in the provision of the Services, if such failure, delay, or inability is due to causes beyond RSP’s reasonable control, including but not limited to events of natural disasters, acts of God, strikes, lockouts, labor troubles, inability to procure materials, casualties, failure of power, restrictive governmental laws or regulations, riots, insurrection, acts of terrorism, pandemics, war, or other force majeure of a like nature. For clarity, if a failure to fulfill RSP’s obligations are caused by another third party, the same shall be considered a force majeure event, and Customer’s sole recourse for damages related thereto shall be against such third party. In such events RSP shall be excused for the period of the delay to RSP’s performance and the period for the performance shall be extended for a period equivalent to the period of such delay.

35. Remedies. The remedies herein reserved shall be cumulative, and in addition to any and all other remedies provided in law or equity. No waiver by RSP of the provisions provided in these Terms or a breach thereof shall constitute waiver of any other breach of such provision or any other provision hereof.

36. Enforcement; Attorneys’ Fees. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR AND SHALL PAY ALL EXPENSES AND COSTS INCURRED IN CONNECTION WITH OR ARISING OUT OF THE CONTRACT, THESE TERMS, OR THE ENFORCEMENT THEREOF BY RSP AND COSTS OF COLLECTION, INCLUDING, BUT NOT LIMITED TO, FEES OF ANY COLLECTION AGENTS OR ATTORNEYS TO WHOM CUSTOMER’S ACCOUNT MAY BE REFERRED, REASONABLE ATTORNEYS’ FEES, AND COSTS OF LITIGATION. FOR CLARITY, CUSTOMER SHALL PAY FEES IN REGARD TO INFORMAL DISPUTES ARISING OUT OF OR IN RELATION TO THESE TERMS.

37. Governing Law; Arbitration. All disputes between the Parties, whether or not arising out of these Terms, will be governed by the laws of the State of Indiana. Any dispute, claim, or controversy arising out of or relating to Services provided by RSP shall be resolved by binding arbitration conducted in accordance with the rules of the American Arbitration Association in the jurisdiction where RSP’s facility is located. CUSTOMER HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS AND ALL OTHER DISPUTES BETWEEN THE PARTIES.

38. Amendment; Cancellation; Notice. These Terms and the Contract may not be amended, assigned, or modified in any way without the express written consent of RSP. The Services provided by RSP are provided for the sole benefit of Customer and are not for the benefit of any third parties, including the family, friends, relatives, and vendors of Customer. Customer may cancel the Contract by providing notice via certified mail of such cancellation to RSP at 8521 Zionsville Rd, Indianapolis, IN 46268. In the event of Customer’s cancellation, all amounts paid to RSP to date will not be refunded and will be considered liquidated damages for the effort and expense of RSP in providing the Services through the date of cancellation. RSP reserves the right to invoice Customer for unpaid work through the date of cancellation and Customer agrees to pay the same as set forth herein.

39. Integration. These Terms, along with any request for Services, and Invoice (and any exhibits, addenda or amendments thereto), constitutes the sole and complete agreement between RSP and Customer with respect to the Services, and supersedes any conflicting terms.

40. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

41. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.