VinStream Payment Agreement

Version 2026-09-18-1

This Payment Agreement is between IronHill AI, LLC, a Pennsylvania limited liability company, 1526 Aspen Drive, Pottstown, PA 19464, United States (Provider), and the dealership legal entity identified in the accepted Order (Customer). Billing and cancellation requests may be sent to info@ironhill.ai; the business telephone number is 484-318-9520. This agreement governs purchases of VinStream business subscriptions by U.S. dealerships. It becomes effective when Customer's authorized representative affirmatively accepts this version and Provider accepts the associated Order.

1. Order and purchase authority

The Order must identify Customer's legal name and billing address, authorized signer, billing contact, each covered dealership location, selected service, location specific seat quantities, billing cadence, currency, recurring subtotal, any discount and its duration, applicable tax treatment, total due at purchase, subscription start, and renewal terms. Provider must make that schedule and the incorporated documents available for review and retention before acceptance. Amounts on a draft or estimate are not a substitute for the final accepted schedule. Provider accepts by delivering an express final order confirmation or countersigned Order after Customer's authorized acceptance and before payment is collected. A draft or payment redirect alone is not Provider acceptance.

Customer's authorized representative accepts contractual obligations for Customer. A separately authorized payer may supply a payment method and approve the disclosed charges without becoming an account administrator or personal guarantor. An individual invited to use VinStream does not acquire purchase authority merely by accepting an invitation. A Provider administrator may prepare an order but may not supply Customer's legal acceptance or payment authorization. Customer must arrange separate orders where its signer lacks authority to bind a listed entity; a group trading name does not establish that authority.

2. Standard subscription charges

Unless a specifically accepted Order states otherwise, the base subscription is USD 750 per dealership location per month and includes up to 15 nonadministrator seats at that location. Each additional nonadministrator seat costs USD 25 per location per month. Included seats and purchased extras cannot be pooled between locations. Dealer Admin accounts do not consume those seats; this exemption is for administration and does not permit shared credentials or use of administrative roles to evade purchased capacity. Customer must pay for the authorized capacity it purchases, even if it assigns fewer users during a paid period.

Monthly subscriptions are billed for one month in advance. Quarterly subscriptions are billed for three months in advance; the standard base is USD 2,250 per location and USD 75 per extra seat per quarter. Annual subscriptions are billed for 12 months in advance; the standard base is USD 9,000 per location and USD 300 per extra seat per year. Quarterly or annual payment does not itself include a discount. For example, one location with 20 nonadministrator seats costs USD 875 per month before tax or an expressly accepted discount. The accepted Order controls any approved departure from these standard rates.

3. Discounts and trial offers

Only the discount expressly shown in the accepted Order applies. The Order must state the percentage or fixed amount, eligible charges, first discounted billing period, last discounted period or duration, and the undiscounted renewal amount. Discounts do not stack unless the Order explicitly says so. A fixed month promotional discount is offered only with monthly billing unless a different implementation is expressly agreed. Provider may verify eligibility before acceptance but may not silently withdraw an accepted discount from its agreed period.

There is no free trial unless separately described and accepted, including its length, limitations, conversion date, amount after conversion, and cancellation procedure.

4. Signing, payment, and service start

The purchase sequence is review of the completed Order and incorporated terms, acceptance by an authorized signer, payment authorization through the designated hosted payment service, and confirmation that the required signing and payment conditions are satisfied. Payment-card numbers, security codes, and bank credentials must be entered only through the designated payment provider, not in support messages, uploaded documents, or VinStream forms that request ordinary business information.

The first paid term begins on the subscription start shown in the final checkout and receipt when the initial payment is confirmed and Provider makes the purchased subscription available. Availability means the purchased account is provisioned, a working secure setup access path is delivered to the designated administrator, and no unresolved Provider controlled payment or provisioning block prevents that administrator from beginning setup. It does not require Customer to finish configuration. If Provider causes a delay after collection, the paid term and renewal date move by the delay, or Provider supplies an equivalent proportional credit accepted by Customer. Provider must confirm the adjustment in writing. Unless the Order expressly states phased start dates, all listed locations are billed together from that date. Customer's decision to postpone branding, inventory integration, invitations, or first use does not postpone billing. If Provider receives payment but cannot make the purchased subscription available within two business days, Customer may cancel the unfulfilled purchase for a full refund by contacting info@ironhill.ai. This remedy does not shorten other rights for Provider breach.

A signing provider's confirmation or checkout return page does not alone establish that a payment succeeded. Provider will confirm the transaction through its payment service records. A pending payment, authentication request, or interrupted checkout should be resumed or investigated without creating a second subscription for the same accepted Order. Provider will correct duplicate charges caused by its systems. An unsuccessful checkout does not authorize indefinite charges after the offer expires or the purchase is canceled.

5. Recurring payment authorization

By separately approving the displayed payment authorization, Customer or its authorized payer authorizes Provider, through its payment processor, to charge the designated payment method for the first amount shown, recurring renewal amounts for the chosen cadence, taxes disclosed as applicable, and additional charges separately authorized under this agreement. The authorization continues until properly revoked or the subscription ends. It does not authorize unrelated products, undocumented price increases, or unconfirmed seat purchases.

Customer must maintain accurate billing details and a valid payment method and promptly report unauthorized charges. Provider may use processor supported credential updating and reasonable retries for a properly authorized failed payment, subject to applicable law and payment network rules. Provider will provide a receipt or invoice identifying the charged period and amount. If supported, payment details may be changed through the secure payment interface; otherwise Customer must request a secure update link from info@ironhill.ai. Provider personnel will not request full card credentials by email or telephone.

Revoking payment authorization prevents future automated charges as required by law but does not itself erase charges already properly incurred. Customer should also cancel renewal to prevent new periods being ordered. Account deletion, removing an employee, uninstalling the app, or closing a browser is not a subscription cancellation. An ACH or other bank debit, if offered later, requires the appropriate separate authorization; card authorization does not authorize a different payment rail.

6. Renewals and cancellation

THE SUBSCRIPTION AUTOMATICALLY RENEWS FOR SUCCESSIVE PERIODS OF THE SAME LENGTH AT THE DISCLOSED RENEWAL PRICE UNLESS CUSTOMER CANCELS BEFORE THE NEXT RENEWAL. Customer may cancel at any time before the renewal timestamp displayed in its billing record. Cancellation takes effect at the end of the current paid period, and ordinary service remains available through that period unless a separate suspension or termination ground applies.

Customer may cancel through a provided account cancellation control or by emailing info@ironhill.ai from a verified account or billing contact with the account name and a clear request to cancel. An email received before renewal is timely even if Provider processes it later. Provider will acknowledge the request within two business days and confirm the effective date; lack of acknowledgment does not invalidate a provable timely request. A reasonable authority check may be required, but Provider may not impose unnecessary steps, require a sales call, or delay an otherwise valid cancellation into another renewal. Customer may keep the sent message as evidence and contact Provider if acknowledgment is missing.

Provider will send renewal reminders at least seven days before monthly renewal and at least 30 days before quarterly or annual renewal, or earlier where applicable law requires. The reminder must identify the renewal date, amount or known tax basis, cadence, and cancellation method. A reminder failure does not authorize a charge that applicable law prohibits. A cancellation received after renewal applies to the following period, subject to required refund rights, billing errors, and a separately agreed exception.

7. Seat and location changes

Before Customer confirms added seats, Provider must show the affected location, prior and new quantities, effective time, prorated charge, amount due immediately, amount deferred, and new renewal total, including any applicable discount and tax. Only an authorized purchaser or billing delegate may approve a paid change. Adding a name to a roster or sending an invitation does not silently purchase capacity. Provider must retain the accepted change record.

For monthly billing, confirmed extra seats may become available immediately after the subscription change is verified; the prorated charge for the remaining current period is added to the next invoice. The preview must make clear that an amount may be owed even where the amount due now is zero. For quarterly and annual billing, additions become available after the separately disclosed prorated amount is paid and the change is confirmed; where a lawful credit reduces that amount to zero, verified settlement may satisfy this condition. Unsuccessful or abandoned payment does not grant the additional capacity or create duplicate additions.

Customer may request reductions in purchased extra seats for the next renewal through the available billing control or by emailing info@ironhill.ai before that renewal. Reductions do not ordinarily create a partial period credit. Customer must bring assigned and reserved seats within the reduced capacity by the effective date. Provider will identify any conflict and allow Customer to choose affected users. If Customer does not resolve it by renewal, the requested reduced price still takes effect; Provider may place affected nonadministrator functions in a restricted state until an authorized administrator selects assignments within the purchased capacity, while preserving administrator access to resolve the issue and preserving Customer Content. Provider may not silently continue the old higher quantity or delete content to achieve a reduction. Removing a user does not by itself reduce the purchased subscription quantity.

Adding or removing a billed location, changing the liable entity, splitting a group, transferring a location, or changing cadence requires an accepted amendment showing the new recurring amount, effective date, treatment of unused prepaid value, and any one time adjustment. A billing contact edit or administrative account closure is not such an amendment. Unless the amendment expressly provides otherwise, location removals and cadence changes take effect at the next renewal. No retroactive charge or reduction may be inferred from a changed screen label.

8. Taxes and price changes

Prices are in U.S. dollars and exclude applicable sales, use, and similar transaction taxes unless the Order expressly states they are included. Customer must provide a correct service and billing address and valid exemption documentation before checkout if claiming an exemption. Provider is responsible for taxes on its own income and employment. Any legally required tax charged to Customer must be identified on the order, checkout, or invoice as applicable. If the final checkout total differs materially from the accepted schedule, Provider must explain the change and obtain the necessary confirmation before charging; it may not treat incomplete tax setup as Customer approval of an unknown total.

Provider may propose changed recurring prices only for a future renewal after at least 30 days' written notice identifying the new amount, effective renewal, and cancellation method, or longer notice where required by law. The changed price requires Customer's affirmative acceptance of the updated commercial schedule before it is charged. If adequate notice or acceptance is missing, the existing accepted price continues unless Provider elects not to renew by giving at least 30 days' prior written notice, or longer where required by law or the Order. No notice ends an already paid period early. Fixed prices for a prepaid term remain fixed. A previously disclosed discount expiry is not a newly imposed price change. A new paid feature or quantity increase also requires affirmative acceptance. Customer may cancel before the changed price takes effect.

9. Failed payments and billing disputes

When a recurring charge fails, Provider will notify the billing contact of the amount, issue, secure correction method, and proposed restriction date. For undisputed nonpayment, Provider will provide at least 10 days after notice to cure before restricting ordinary service, unless immediate action is necessary for fraud, unlawful activity, or a security threat. Any grace period required by an Order or law controls. Provider may retry properly authorized payments during that period and will stop retries when required by law, processor rules, or a valid revocation. No late interest, collection surcharge, or reinstatement fee is charged unless expressly agreed and lawful.

Customer should notify info@ironhill.ai of an invoice dispute within 30 days of receipt, identifying the amount and reason. This administrative period does not shorten a statutory claim period or eliminate payment network rights. The parties will investigate in good faith. Customer must pay undisputed amounts; Provider will not suspend solely for a reasonably documented disputed amount while Customer cooperates in timely resolution. A chargeback is not automatically fraud, breach, or consent to waive a defense. After resolution, amounts legitimately due may be collected through lawful means.

If payment remains unresolved, Provider may suspend or terminate as stated in the Terms of Service. Restoration follows confirmation that the applicable payment or agreed cure is complete. Signing records, invoices, access status, and data retention are separate records; a failed charge does not authorize erasure of evidence or automatic destruction of Customer Content.

10. Refunds, credits, and termination

Except as stated here, in an accepted Order, or in applicable law, fees for a paid period are nonrefundable and unused seats, delayed setup, or voluntary early cessation do not create a credit. Provider will correct duplicate, unauthorized, and erroneous charges and honor refunds required by law or the payment network. Provider will refund the unused prepaid portion for affected service terminated because of Provider's uncured material breach, discretionary early termination without Customer breach, or the express remedies in the Terms of Service. The initial unfulfilled purchase remedy in Section 4 also applies.

Provider will promptly perform proportionate verification of a refund request and will not delay confirmation of an identifiable original payment without a documented reason. An approved refund to that original method will be initiated within 10 business days of approval. If that method cannot receive the refund, Provider will promptly arrange a secure verified alternative and initiate the refund within 10 business days after the destination is confirmed, subject to any shorter legally required period. The payment provider may require additional posting time. A promotional credit has no cash value unless law requires it. Provider may not replace a legally required refund with an unwanted service credit. Termination does not accelerate charges for future renewal periods that were never ordered.

11. Records and relationship to other documents

Provider will retain the accepted Order version, authorized changes, signing evidence, payment references, invoices, cancellation requests, and refund records for applicable recordkeeping, tax, dispute, and legal hold needs, with restricted access and the protections in the Privacy Policy and Terms of Service. Customer may request copies of its agreements and billing records. Full payment credentials do not belong in those archives.

The VinStream Terms of Service govern confidentiality, permitted service use, liability limits, termination, export, notices, and general contract terms. This agreement governs payment mechanics; an expressly accepted Order controls its specific commercial values. A separately accepted VinStream Dispute Resolution Agreement governs only covered dispute procedures. No clause here creates a blanket release, waives nonwaivable rights, makes an employee personally liable for dealership charges, or authorizes Provider to sign for Customer.

12. Acceptance and recurring charge confirmation

The acceptance record must identify the Customer legal entity, authorized signer and title, verified contact, Order identifier, this agreement version, the accepted commercial schedule, and the time of acceptance. The separate payment authorization must identify the authorized payer and the disclosed first charge, renewal cadence, renewal amount or calculation, discount expiry, and cancellation terms. The payer confirms authority to use the selected payment method for Customer's purchase. Electronic acceptance and signatures have the effect permitted by applicable law. An email address alone, a prechecked box, or the existence of an administrator-created draft is not the acceptance record required by this agreement.

Each standalone Payment Agreement must identify its associated Order and legal customer on the execution page. Its signature accepts the stated payment terms for that customer; payment-method authorization is collected separately before checkout. The signed Order fixes the commercial schedule, including the post-discount renewal subtotal. The final tax and commencement disclosures required above must be shown before the payer authorizes collection. A signature on another document, an unsigned replacement Order or a changed billing contact cannot supply that authorization.