VinStream Dispute Resolution Agreement

Version 2026-09-18-1

This agreement concerns arbitration and the forum for certain disputes involving VinStream. It is offered by IronHill AI, LLC, a Pennsylvania limited liability company, 1526 Aspen Drive, Pottstown, PA 19464, United States (Provider). Contact Provider at info@ironhill.ai or 484-318-9520. It becomes effective only when the other party separately and affirmatively accepts this identified version as described below.

PLEASE READ THIS AGREEMENT CAREFULLY. FOR COVERED DISPUTES, IT REPLACES AN ORDINARY COURT LAWSUIT AND JURY TRIAL WITH INDIVIDUAL ARBITRATION, SUBJECT TO THE EXCEPTIONS AND OPT OUT RIGHT BELOW. IT DOES NOT ELIMINATE ALL CLAIMS, RELEASE ALL LIABILITY, WAIVE NONWAIVABLE RIGHTS, OR PREVENT REPORTING TO GOVERNMENT AGENCIES. A PERSON WHO HAS NOT ACCEPTED THIS AGREEMENT IS NOT BOUND MERELY BY VIEWING A DEALERSHIP VIDEO OR RECEIVING A LINK.

1. Parties and separate acceptance

If an authorized representative accepts for a dealership business, that named business is the Customer and party to this agreement. The representative confirms authority to bind only that entity and does not personally guarantee its obligations. Affiliates and separately owned locations are bound only if individually identified and validly represented. Accepting for Customer does not bind its employees, consumers, prospects, or other people concerning their individual claims.

If an individual separately accepts for themselves, that individual is a party only to their own agreement with Provider. Individual acceptance must identify that capacity and be separately recorded. No account administrator or employer may accept this agreement for an individual without legally sufficient authority. Acceptance of an EULA, receipt of a privacy notice, payment by another person, or use of a public video link does not by itself establish separate acceptance of this agreement.

The mutual promises to use the dispute procedure provide consideration. The effective date is the date of valid affirmative acceptance of this version. Provider must make the complete text available before acceptance and provide a retainable copy afterward. It may not infer agreement from a preselected checkbox or retroactively insert this agreement into an already accepted order.

2. Covered disputes

Except for the exclusions in Section 3, the parties agree to arbitrate disputes between them arising out of or relating to VinStream, its purchase or use, an accepted Order, payment, service performance, account access, communications by Provider, or the interpretation or alleged breach of their agreement. This includes contract, tort, and statutory claims that applicable law permits to be arbitrated. The agreement covers disputes based on events occurring on or after its effective date. It does not release an existing claim or compel arbitration of a preexisting dispute unless the parties separately agree after identifying that dispute.

No person who is not a party may invoke this agreement merely because they work with, invest in, or provide a service to a party. Ordinary legal rules may determine the effect of a valid assignment, succession, agency, or another recognized basis for enforcement; this clause does not invent consent on behalf of a nonparty. Claims against a dealership about vehicle sales, financing, repairs, or its independent conduct are not made claims against Provider simply because VinStream was used.

3. Matters that remain outside mandatory arbitration

Either party may bring an individual claim in an available small claims court if it remains within that court's jurisdiction and proceeds on an individual basis. Either party may seek temporary court relief reasonably needed to prevent imminent misuse of confidential information, unauthorized system access, or infringement while arbitration proceeds. Seeking temporary relief does not resolve the merits of an otherwise arbitrable claim or create a one sided exemption for Provider's ordinary claims.

This agreement does not restrict complaints, charges, testimony, cooperation, or remedies before government agencies or law enforcement; protected whistleblowing; truthful reviews; or reporting unlawful conduct. It does not require arbitration where federal or nonwaivable state law forbids enforcement or grants a claimant a nonwaivable election to proceed in court. It does not waive a right to seek public injunctive relief or another remedy that cannot lawfully be waived; a claim for such relief proceeds in the forum required by controlling law. It does not govern employment claims between a dealership and its personnel, criminal proceedings, or a claim for benefits assigned by law to an administrative system.

4. Informal resolution

Before initiating arbitration, the complaining party should send a written notice identifying the parties, relevant account or transaction, a brief description of the dispute, and the requested relief. Notices to Provider go to info@ironhill.ai or its mailing address above. Provider sends its notice to the verified contact designated by the other party. The notice need not include privileged material, full financial credentials, or unnecessary personal information.

The parties will make a good faith effort to resolve the matter for 30 days after receipt and may agree to a remote discussion or voluntary mediation. A person may be assisted by counsel. There is no mandatory telephone call, in person meeting, or special form that prevents a reasonable written submission. The parties agree to toll applicable contractual and statutory limitation periods during this 30 day process to the extent law permits. A party may file to preserve a deadline, obtain urgent relief, or comply with law without forfeiting a claim; the proceeding may then pause briefly for discussion if appropriate. Failure to complete this informal step does not authorize permanent dismissal or an automatic penalty.

5. Administrator, rules, and arbitrator

The American Arbitration Association (AAA) will administer arbitration. Its Commercial Arbitration Rules apply to a dispute between Provider and a dealership business. For a separately accepting individual, the rules and fee protections AAA determines applicable to that relationship govern, including its Consumer Arbitration Rules where appropriate. No description of the product as business software overrides the protections applicable to an individual's dispute. The rules and current filing instructions are available at https://www.adr.org. These references incorporate procedural rules, not permission to eliminate rights preserved here.

One neutral arbitrator will be appointed under the applicable rules. The arbitrator should have experience relevant to technology services and commercial contracts, or to the individual claim as appropriate. The parties may agree in writing after a dispute arises to another administrator or a mediator. If AAA declines administration because Provider failed to satisfy applicable requirements or fees, Provider may not use that failure to block a court proceeding. If AAA is otherwise unavailable, the parties will try for 30 days to select a suitable replacement. If they cannot, either may proceed in a competent court unless controlling law requires another appointment procedure. No unavailable forum may leave a party without a meaningful remedy.

6. Hearing location and access

A business arbitration will have its legal seat in Montgomery County, Pennsylvania, unless the parties agree otherwise or mandatory law requires another location. The parties may use remote hearings and electronic submissions where fair. For an individual, any necessary in person hearing will be held in the county of their U.S. residence unless they agree to another location after the dispute arises or applicable rules provide greater protection. The parties and arbitrator will consider cost, accessibility, reasonable disability accommodations, language needs, and the ability to present evidence.

The arbitrator will allow proportionate discovery and a fair opportunity to present claims and defenses. A reasoned written award must state the essential findings and conclusions. Judgment on a valid award may be entered in a court with jurisdiction. Judicial review is limited as provided by applicable arbitration law; this agreement does not create unlimited appeal rights or eliminate review that law requires.

7. Costs and remedies

For business disputes, filing fees, arbitrator compensation, and administrative expenses are allocated under applicable AAA rules, subject to law and the arbitrator's lawful authority. Each party bears its own attorneys' fees unless a statute or a separately applicable agreement authorizes an award. Merely losing a dispute does not automatically require payment of the other party's attorneys' fees.

For an individual, Provider will pay arbitration costs it must pay under applicable rules and law and any additional amount necessary to prevent the arbitration requirement from making pursuit of a claim prohibitively expensive compared with a court proceeding. An individual may request any available fee waiver. Provider will not seek its arbitration expenses from an individual merely because the claim is unsuccessful. Sanctions may be imposed only under applicable rules and law for conduct that properly warrants them.

The arbitrator may award relief available under the applicable substantive law, including damages, statutory remedies, declaratory or injunctive relief, and attorneys' fees where authorized, subject only to limitations that are validly agreed and enforceable. The agreement does not reduce substantive rights, invent a shorter limitation period, or make nominal damages the only remedy. The liability provisions of separately applicable Terms or an EULA are evaluated under law; arbitration does not validate an otherwise invalid exclusion.

8. Individual proceedings and limits on group claims

TO THE EXTENT ENFORCEABLE UNDER CONTROLLING LAW, COVERED ARBITRATION PROCEEDS ONLY BETWEEN THE INDIVIDUAL PARTIES, AND NEITHER PARTY MAY REQUIRE A CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION WITHOUT THE OTHER PARTY'S EXPRESS WRITTEN CONSENT AFTER THE DISPUTE ARISES. The arbitrator may not adjudicate the rights of absent persons or consolidate unrelated parties' cases without all affected parties' consent and lawful authority.

This restriction does not bar common counsel, cooperation in investigation, reporting systemic conduct, coordinated filings permitted by law, or use of applicable administrator procedures that do not eliminate individual rights. It does not waive a nonwaivable representative action, public injunctive remedy, or statutory means of enforcement. No mass filing threshold, batching delay, or special demand fee is imposed by this agreement. Any mandatory administrator procedures remain subject to applicable law and the ability to pursue a claim meaningfully.

If a court determines that a group proceeding restriction is unenforceable for a particular claim or remedy, that claim or remedy proceeds in court rather than class arbitration, unless the parties lawfully agree otherwise after the dispute. Other arbitrable claims may proceed separately where doing so is lawful and practical. No severance may destroy a nonwaivable claim or required remedy.

9. Court decisions and jury trial

A court with competent jurisdiction decides whether this arbitration agreement was formed, who accepted it, whether it covers the dispute, and challenges to its validity or enforceability, including the group proceeding restrictions. Incorporation of administrator rules does not delegate those gateway issues to the arbitrator. The arbitrator decides the merits of disputes that the parties validly agreed to arbitrate.

For a covered dispute that proceeds in arbitration, both parties knowingly give up an ordinary court and jury determination of that dispute, subject to the specified exceptions. This is not a separate jury waiver for a case that properly proceeds in court. If arbitration does not apply, ordinary procedural rights, including any available jury right, remain unless a separate lawful agreement specifically provides otherwise.

10. Thirty-day opt-out

Customer or an individual accepting for themselves may opt out of the arbitration requirement by sending a clear opt out notice to info@ironhill.ai or IronHill AI, LLC, 1526 Aspen Drive, Pottstown, PA 19464, within 30 days after first accepting this agreement. Provider does not have a unilateral opt out under this section. The notice must identify the accepting individual or Customer entity, the relevant account or acceptance email, and the intention to opt out. A representative opting out for Customer must have authority. A timely sent email or postmarked letter is sufficient; Provider may reasonably verify identity but may not use verification to defeat an otherwise timely notice.

Opting out does not cancel the subscription, increase its price, remove service, or affect other contract terms. The arbitration requirement and associated arbitration only group restrictions then do not apply between the opting out party and Provider. An individual's opt out concerns that individual; a business opt out concerns the named business. Provider will retain and acknowledge the notice. A missing acknowledgment does not invalidate a provable timely opt out.

11. Governing law, changes, and survival

The Federal Arbitration Act governs interpretation and enforcement of the arbitration agreement to the extent it applies. Pennsylvania substantive law otherwise governs, subject to controlling federal law and nonwaivable protections that apply to a person or claim. Court proceedings use the forum in the applicable Terms or EULA, but mandatory individual forum rights, small claims access, and the hearing protections here remain preserved.

Provider may not change this agreement retroactively by posting a new version. A material change requires notice and fresh affirmative acceptance and does not apply to a dispute already noticed or a claim based on earlier events without a separate lawful agreement. A validly accepted version survives account closure for disputes within its scope. If a provision is unenforceable, it is severed only to the minimum extent lawful; Section 8 governs the specific consequence of an invalid group proceeding restriction. The remaining provisions apply only where a meaningful, fair remedy remains available.

12. Acknowledgment record

The separate acceptance should state: I have had an opportunity to read and retain the VinStream Dispute Resolution Agreement, version 2026-09-18-1. I understand that covered disputes use individual arbitration instead of an ordinary court and jury trial, subject to exceptions, and that I may opt out within 30 days without losing service. I accept in the capacity identified in this record.

The recorded capacity must distinguish an individual accepting personally from an authorized representative accepting for an identified dealership legal entity. The record should preserve the document version, verified identity, authority representation where applicable, timestamp, and affirmative action. Neither this acknowledgment nor the agreement is a release of all present or future claims.

For business onboarding, the standalone execution page identifies the legal customer, representative and business capacity and requires its own acknowledgment and signature. That signature is distinct from the Terms of Service, Payment Agreement, EULA acknowledgment and Privacy Policy receipt. The full signed version must remain available with the associated Order. The 30-day opt-out period begins at that party's valid acceptance of this agreement, not at an earlier draft, invitation or payment date. No payment authorization or acknowledgment of a privacy notice can serve as this separate signature.