Sales Policy & Terms of Service

1. Introduction

This MotorStreet® Sales Policy and Terms of Service ("Agreement") governs the purchase, licensing, implementation, support, training, hardware acquisition, studio construction, software subscriptions, and related services provided by MotorStreet® ("MotorStreet," "Company," "we," "our," or "us").

MotorStreet provides business-to-business automotive merchandising, vehicle imaging, inventory integration, studio automation, turntable systems, dealer website integrations, and related software and support services.

No consumer services are offered. Children and individuals under the age of eighteen (18) are not permitted to purchase, license, or use MotorStreet products or services.

2. Definitions

Customer means the dealership, agency, business entity, or authorized representative purchasing, subscribing to, or utilizing MotorStreet products or services.

Software Services means MotorStreet-hosted SaaS applications, CUSA360 studio applications, APIs, inventory synchronization services, vehicle merchandising tools, workflow automation, and related software platforms.

MotorStreet VMS means the MotorStreet Vehicle Merchandising System used to manage vehicle photo inventory, vehicle imaging workflows, vehicle publishing, and third-party inventory integrations.

Hardware means Carousel USA turntables, lighting systems, cameras, controllers, motors, studio equipment, and related accessories.

VIP Support Plan means an active support agreement providing priority support, integration assistance, training, and inventory feed troubleshooting.

Scope of Work or SOW means any written proposal, quote, implementation document, or statement describing services to be performed.

3. Software Licensing and Studio Operations

MotorStreet® software, including the CUSA360™ Studio Control Application, MotorStreet Vehicle Merchandising System (VMS), inventory automation services, image processing tools, workflow automation software, and related components, are licensed and not sold.

Subscription fees are billed monthly, annually, or pursuant to an executed Service Level Agreement (SLA). All subscription accounts must maintain a valid payment method on file unless otherwise approved by MotorStreet in writing.

Non-payment does not constitute cancellation. Subscription fees shall continue to accrue until the account has been properly terminated in accordance with this Agreement.

Effect of Cancellation, Suspension, or Non-Payment

The MotorStreet Vehicle Merchandising System (VMS) and CUSA360 Studio Control Application are required operational components of the MotorStreet studio ecosystem. These systems automate and manage vehicle imaging workflows, including but not limited to turntable control, camera triggering, image capture sequencing, image processing, inventory synchronization, VIN decoding, vehicle photo distribution, and integration with third-party inventory management systems (IMS) and website providers.

MotorStreet's VMS platform is designed to communicate with and automate incoming and outgoing vehicle photo inventory workflows involving third-party providers including, but not limited to, HomeNet®, vAuto®, Dealer Alchemy®, Dealer.com®, Dealer Inspire®, CDK®, Reynolds & Reynolds®, VinSolutions®, OEM inventory systems, and related dealer inventory management platforms.

Upon cancellation, suspension, expiration, termination, or non-payment of the applicable software license, Customer's rights to access and use the MotorStreet VMS platform and CUSA360 Studio Control Application immediately cease.

As a result, automated studio functions and inventory integrations may become unavailable or inoperable, including but not limited to:

• Automated turntable operation and vehicle capture workflows
• Camera triggering and image sequencing functions
• Automated vehicle photo processing and publishing
• Incoming vehicle inventory automation from HomeNet
• Incoming vehicle inventory automation from vAuto
• Outgoing vehicle photo distribution to HomeNet, vAuto, dealer websites, and third-party providers
• Vehicle photo distribution to dealer websites and third-party providers
• VIN-based inventory updates and workflow automation
• Dealer website VDP merchandising integrations
• API-driven inventory feeds and related automation services

Customer acknowledges and agrees that the MotorStreet studio solution is comprised of both hardware and licensed software components that operate together as an integrated system. While Customer may own the physical hardware purchased from MotorStreet or its suppliers, the operational intelligence, automation features, inventory synchronization services, and studio workflow controls are provided through licensed software subscriptions.

Customer further acknowledges that while ownership of the physical turntable and studio hardware may remain with Customer, continued operation of the automated studio environment requires an active MotorStreet software subscription and valid software license.

Termination of software services does not transfer ownership of, or grant any perpetual rights to use, the MotorStreet VMS platform, CUSA360 Studio Control Application, proprietary APIs, integrations, workflow engines, automation services, or any related MotorStreet software.

4. License Reinstatement, Reactivation, and Re-Integration Fees

Customer acknowledges that cancellation, suspension, expiration, termination, or non-payment of a MotorStreet software subscription may result in the disconnection, removal, expiration, or deactivation of integrations, APIs, data feeds, inventory synchronization services, website merchandising services, automation workflows, and related software components.

Should Customer request reactivation of a previously cancelled, suspended, expired, or terminated account, MotorStreet reserves the right to charge a one-time License Reinstatement Fee of $995.00.

In addition, Customer shall be responsible for all professional services required to reconnect, reconfigure, validate, test, and restore integrations with third-party systems, including but not limited to:

• HomeNet® inventory feeds
• vAuto® inventory feeds
• Dealer Alchemy® websites
• Dealer.com® websites
• Dealer Inspire® websites
• CDK® systems
• Reynolds & Reynolds® systems
• VinSolutions®
• OEM inventory providers
• DMS providers
• CRM providers
• Third-party website platforms

Standard Reactivation and Re-Integration Fees

MotorStreet does not guarantee that previously supported third-party integrations will remain available following cancellation, suspension, expiration, or termination. Changes made by third-party vendors during the inactive period may require additional development, testing, configuration, or custom programming, which shall be billed separately.

MotorStreet reserves the right to require payment of all outstanding balances, reinstatement fees, integration fees, and applicable professional services charges before reactivation of any account or restoration of services.

5. Dealer Inventory Integrations

MotorStreet integrates with third-party systems including but not limited to HomeNet, vAuto, Dealer Alchemy, Dealer.com, Dealer Inspire, CDK, Reynolds & Reynolds, VinSolutions, OEM inventory providers, DMS providers, and dealer website providers.

MotorStreet does not own, operate, or control third-party systems. MotorStreet shall not be responsible for interruptions, data errors, outages, feed failures, API changes, discontinued services, or modifications made by third-party vendors.

Unless covered under an active VIP Support Plan, troubleshooting, repair, restoration, and redevelopment work resulting from third-party changes may be billed at prevailing professional services rates.

6. Hardware Sales

All hardware sales are final. Hardware includes but is not limited to Carousel USA vehicle turntables, studio lighting systems, camera automation equipment, control systems, vehicle imaging accessories, and custom fabrication components.

Customized equipment, fabricated components, and special-order products are non-refundable.

7. Cancellation of Hardware Orders

Prior to fabrication, Customer may cancel a hardware order upon payment of a cancellation fee equal to forty percent (40%) of the total contract value.

Once fabrication, engineering, production, or procurement has commenced, the order becomes non-cancellable and all deposits become non-refundable. Customer remains responsible for all costs incurred through the date of cancellation.

8. Shipping, Delivery and Risk of Loss

Title and risk of loss transfer to Customer upon delivery and unloading by the carrier.

Customer shall inspect all shipments within five (5) business days following delivery. Claims for shipping damage, shortages, or defects must be submitted in writing within five (5) business days. Failure to provide notice within such period constitutes acceptance of the shipment.

MotorStreet shall not be liable for delays caused by freight carriers, labor shortages, supply chain disruptions, utility delays, permitting delays, contractor delays, weather events, customer-requested delays, or events beyond MotorStreet's reasonable control.

If shipment is delayed at Customer's request or due to Customer conduct, Customer shall be responsible for storage, protection, additional freight, and related expenses. Any Customer-caused delay shall not modify payment obligations unless otherwise agreed in writing.

9. Warranty

Carousel USA structural turntable components are warranted against defects in materials and workmanship for five (5) years from the date of purchase. Paint and powder-coated finishes are warranted for one (1) year.

Warranty coverage applies only to equipment paid in full. Warranty does not cover misuse, abuse, negligence, improper installation, unauthorized modifications, accidents, natural disasters, or damage resulting from abnormal use.

MotorStreet's sole obligation shall be repair or replacement of defective components. Labor, travel expenses, and third-party installation costs are not included unless expressly stated in writing.

Except as expressly stated herein, MotorStreet makes no express or implied warranties, including implied warranties of merchantability or fitness for a particular purpose.

10. Change Orders

Any work requested outside the approved Scope of Work shall require a written Change Order signed by both parties. Change Orders may affect project schedules, pricing, deliverables, implementation timelines, and support obligations.

No additional work shall commence until an approved Change Order has been executed.

11. Custom Development

Custom software development, API integrations, automation projects, reporting systems, dealer-specific enhancements, and consulting services are non-refundable.

Ownership of custom-developed intellectual property transfers only after full payment has been received unless otherwise specified in a separate written agreement.

12. Training Services

Training services may be delivered on-site, remotely, via webinar, or through recorded sessions. Training fees are non-refundable once scheduled.

Rescheduling requests require a minimum of three (3) business days advance notice. No-shows may be billed in full.

13. Payment Terms

Invoices are due according to the payment schedule specified on the applicable proposal, quote, invoice, SOW, SLA, or agreement.

Late balances may accrue interest at the maximum rate permitted by applicable law. Customer agrees to pay all taxes, duties, assessments, and governmental fees associated with purchased products and services.

Payments shall be made in legal tender of the United States of America unless otherwise agreed in writing.

14. Disputed Charges

Billing disputes must be submitted in writing within thirty (30) days of the invoice date. Failure to dispute charges within thirty (30) days constitutes acceptance of the invoice.

15. Chargebacks

Customer agrees to contact MotorStreet before initiating any chargeback or payment dispute. Improper chargebacks may constitute breach of this Agreement.

MotorStreet reserves the right to pursue collection remedies and recover damages resulting from wrongful chargebacks.

16. Limitation of Liability

To the maximum extent permitted by law, MotorStreet shall not be liable for lost profits, lost sales, lost revenue, lost data, business interruption, incidental damages, special damages, indirect damages, or consequential damages.

MotorStreet's total cumulative liability shall not exceed the amount paid by Customer during the twelve (12) months preceding the event giving rise to the claim.

17. Indemnification

Customer agrees to defend, indemnify, and hold harmless MotorStreet and its officers, directors, employees, contractors, affiliates, and agents from any claims arising from Customer-provided data, Customer content, third-party integrations, Customer misuse of services, or violations of law.

18. Attorney Fees and Collection Costs

In the event collection efforts become necessary, Customer shall reimburse MotorStreet for all collection costs including attorney fees, court costs, collection agency fees, expert witness fees, and enforcement expenses, whether or not litigation is filed.

19. Governing Law

This Agreement shall be governed by the laws of the State of Colorado. Exclusive venue for all disputes shall be El Paso County, Colorado.

20. Entire Agreement

This Agreement, together with any executed SOW, SLA, proposal, quote, purchase order, or Change Order, constitutes the entire agreement between the parties and supersedes all prior discussions and understandings.

No amendment shall be effective unless made in writing and signed by both parties.

21. Contact Information

MotorStreet® s a division of Virtual Pictures Corp .(VPIX®)
590 Hwy 105, Suite 276
Monument, Colorado 80132-9125

Sales: sales@motorstreet.com
Support: support@motorstreet.com
Main Office: (719) 481-3160
Website: motorstreet360.com