Dealer Subscription Agreement

This is the published form of the Dealer Subscription Agreement. Every dealership enters into this Agreement with DealerStak Canada Inc. by electronic signature during onboarding, and receives an executed copy that records its own legal business name, the name and title of its signatory, and the date and time of signing. The terms set out below are the terms of that Agreement in full.

Parties

This Dealer Subscription Agreement (the "Agreement") is entered into between:

DealerStak Canada Inc., an Alberta corporation with its registered office in Calgary, Alberta, at the address recorded for it in the Alberta Corporate Registry from time to time ("DealerStak"); and

the dealership identified as the Dealer in the executed copy of this Agreement (the "Dealer"),

with effect from the date on which the Dealer electronically signs this Agreement (the "Effective Date").

The Dealer is a business acquiring access to the DealerStak platform for the purposes of operating a licensed motor vehicle dealership. This Agreement is a commercial agreement between two businesses and is not a consumer transaction. Section 2.13 of the Terms and Conditions applies.

1. Subscription Service

1.1 — DealerStak grants the Dealer a non-exclusive, non-transferable, non-sublicensable subscription to access and use the DealerStak platform on the Wholesale+ tier for the Initial Term defined below. The subscription is subject to the use restrictions in Section 14.16 of the Terms and Conditions, and DealerStak retains all right, title and interest in the platform.

1.2 — The Wholesale+ tier includes: unlimited Bill of Sale generation, multi-vehicle deal support, inventory management, floorplan tracking, StakShare anonymous bid links, R2-backed cloud document storage, up to four (4) User accounts (including the Dealer Principal), and a dedicated account manager.

2. Initial Term, Price and Payment

2.1 — Initial Term. The Dealer commits to a twelve (12) month minimum term (the "Initial Term," also referred to as the Contract Term). The Initial Term begins on the date the Dealer's first payment under this Agreement is successfully processed by Stripe (the "Commencement Date") and ends on the day before the twelve-month anniversary of the Commencement Date. DealerStak will confirm the Commencement Date and the end date of the Initial Term to the Dealer in the first Statement of Account issued under Section 2.6.

2.2 — Total Subscription Price. The price payable by the Dealer for the Initial Term is $4,188.00 CAD, exclusive of GST (the "Total Subscription Price"). GST at the rate in force on the date of this Agreement, being five percent (5%), adds $209.40 CAD, for a total of $4,397.40 CAD including GST.

2.3 — Instalments. As an accommodation to the Dealer, and not as a variation of the obligation in Section 2.2, DealerStak agrees to accept the Total Subscription Price in twelve (12) equal monthly instalments of $349.00 CAD each, plus GST of $17.45 CAD, being $366.45 CAD per month including GST, payable monthly in advance via Stripe.

2.4 — Billing dates. Payments are processed on the billing day selected by the Dealer during onboarding (the 1st or the 15th of each month). The first payment is processed on or shortly after the Effective Date and establishes the Commencement Date under Section 2.1; the second payment is processed on the next selected billing day; subsequent payments follow monthly.

2.5 — Taxes. All amounts payable under this Agreement, including the Total Subscription Price and each instalment, are exclusive of Goods and Services Tax and of any other sales, use, excise, value-added or similar tax, duty or levy now or later imposed on the supply of the platform. All such taxes are payable by the Dealer in addition to the amounts stated and are itemised separately on each invoice, receipt and Statement of Account. If the applicable rate changes, the amount charged changes accordingly.

2.6 — Statements of Account and Acknowledgment of Debt. On or about each billing day, DealerStak will make available to the Dealer within the platform, and deliver by email from no-reply@dealerstak.com, a Statement of Account setting out: the Total Subscription Price; the amount paid to date; the unpaid balance of the Total Subscription Price; the instalment number (for example, "Instalment 3 of 12"); GST charged; and the next billing date. The Dealer will acknowledge each Statement of Account within the platform. Each such acknowledgment, and each payment made by the Dealer toward the Total Subscription Price, is an acknowledgment of the unpaid balance as a liquidated pecuniary claim for the purposes of section 8 of the Limitations Act (Alberta), and the limitation period applicable to that claim begins again on the date of each such acknowledgment or payment. The Dealer agrees that a Statement of Account it has acknowledged is conclusive evidence of the unpaid balance shown on it, absent manifest error.

3. Instalments and Acceleration

3.1 — The price is earned by making the platform available. The Total Subscription Price is the consideration for DealerStak making the platform available to the Dealer throughout the Initial Term. It is earned by DealerStak by making the platform available, whether or not the Dealer uses it, and is not a fee for any particular month. The instalment arrangement in Section 2.3 is an accommodation as to the timing of payment only.

3.2 — Acceleration. If the Dealer (a) fails to pay an instalment when due and does not cure that failure within ten (10) days after written notice, or (b) purports to terminate this Agreement, ceases use of the platform, requests cancellation of its portal, or causes payment to fail, in each case before the end of the Initial Term and otherwise than under Section 14.5(b) (Termination by the Dealer for Cause), Section 14.7 (Force Majeure) or Section 14.14 (Materially Adverse Amendment) of the Terms and Conditions, then the entire unpaid balance of the Total Subscription Price becomes immediately due and payable as a debt, together with GST on that balance, less a discount for accelerated receipt calculated at four percent (4%) per annum simple interest on each accelerated instalment from the date of actual payment to the date on which that instalment would otherwise have fallen due.

3.3 — Services continue. DealerStak will continue to make the platform available to the Dealer for the remainder of the Initial Term following acceleration, and the Dealer's right to access and use the platform is not affected by acceleration. The Dealer's decision not to use the platform does not reduce the Total Subscription Price.

3.4 — Characterisation; alternative pre-estimate. The parties agree that Section 3.2 provides for payment of a price for services made available, and not for payment of damages or of a fee upon breach. If a court of competent jurisdiction determines that Section 3.2 operates as a stipulation for damages, the parties agree that at the date of this Agreement: (a) DealerStak's loss on early termination was difficult to estimate precisely; (b) DealerStak's costs of onboarding, data migration, dedicated account management and support are incurred substantially at the beginning of the Initial Term and are recovered rateably across the twelve instalments; (c) DealerStak's avoided variable cost of serving the Dealer for the remainder of the Initial Term does not exceed twenty-five dollars ($25.00) CAD per month, comprising payment processing charges, marginal infrastructure and third-party processing cost, and an allocation of support time, which amount is to be deducted from the accelerated balance for each unexpired month in that event; and (d) the resulting amount is a genuine pre-estimate of DealerStak's loss and not a penalty.

3.5 — Interest and costs. Any amount not paid when due bears interest in accordance with Section 2.10 of the Terms and Conditions, at one and one-half percent (1.5%) per month, compounded monthly, being an effective rate of nineteen and fifty-six one-hundredths percent (19.56%) per annum, before and after judgment, default and demand. The Dealer will pay DealerStak's costs of collection and enforcement on a solicitor-and-own-client (full indemnity) basis in accordance with Section 2.11 of the Terms and Conditions.

3.6 — No set-off. The Dealer must pay all amounts in full without set-off, counterclaim, abatement, deduction or withholding of any kind.

3.7 — Preservation. If any part of this Section 3 is held unenforceable, DealerStak's right to recover damages at law for the Dealer's breach is unaffected, and Section 14.1 of the Terms and Conditions (Severability) applies.

3.8 — This Section 3 survives termination or expiry of this Agreement.

4. Failed Payment and Restricted Access

4.1 — If a monthly instalment fails, DealerStak will notify the Dealer Principal in writing at the registered email address.

4.2 — The Dealer has ten (10) days from that notice to cure the failure.

4.3 — If the failure is not cured within that period, DealerStak may restrict the Dealer's portal to read-only mode. DealerStak will not suspend the Dealer's read-only access, or the Dealer's ability to export its data, at any time during the Initial Term. All Dealer data is preserved.

4.4 — Restriction does not relieve the Dealer of the obligation to pay the Total Subscription Price, and DealerStak will restore full access immediately upon payment.

5. Renewal

5.1 — At the end of the Initial Term, this Agreement automatically renews on a month-to-month basis at the then-current subscription rate, plus GST.

5.2 — Either party may cancel the renewal, or cancel during any monthly renewal period, with thirty (30) days' written notice to support@dealerstak.com. A notice of cancellation is effective notwithstanding that the Dealer's portal is subject to restricted access under Section 4.

5.3 — Not less than forty-five (45) days and not more than sixty (60) days before the end of the Initial Term, DealerStak will give the Dealer Principal written notice stating that the Initial Term is ending, the date on which it ends, that this Agreement will renew on a month-to-month basis, the rate that will apply on renewal, and how to cancel.

5.4 — DealerStak will notify the Dealer of any subscription rate change at least sixty (60) days before it takes effect. No increase takes effect earlier than the day after the Dealer's cancellation right in Section 5.2 has expired, and increases are capped as set out in Section 2.9 of the Terms and Conditions.

6. Incorporated Documents

The following documents, each as published by DealerStak and accepted by the Dealer through the DealerStak platform, are incorporated into and form part of this Agreement: the Terms and Conditions, the Privacy Policy, the Data Processing Agreement, the Data Storage & Access document and the Acceptable Use Policy (together, the "Incorporated Documents"). By signing this Agreement the Dealer accepts each Incorporated Document. The specific version of each Incorporated Document accepted by the Dealer, together with its SHA-256 content hash and the date and time of acceptance, is recorded in DealerStak's records and is available to the Dealer on request. In the event of conflict, Section 14.3 of the Terms and Conditions (Order of Precedence) governs.

7. Governing Law, Forum and Attornment

This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta sitting at Calgary, waive any objection based on forum non conveniens or improper venue, and waive any right to trial by jury. Nothing prevents DealerStak from seeking injunctive or other equitable relief in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

8. Electronic Signature

The parties consent to entering into this Agreement by electronic means. By typing their full legal name into the signing step of the DealerStak onboarding flow and selecting "Sign and Continue," the Dealer Principal:

• Confirms they have read, understood, and agreed to this Agreement and to each Incorporated Document
• Confirms that the name entered is their own full legal name, that they are the individual it identifies, and that they have authority to bind the Dealer to this Agreement
• Acknowledges that the electronic signature collected — comprising the signatory's typed full legal name, the signatory's title, the identity of the authenticated user account, the date and time of signing, the originating IP address, the device and browser information, and the SHA-256 hash of each document version presented — constitutes a signature for the purposes of the Electronic Transactions Act, SA 2001, c E-5.5, being a method that identifies the signatory and indicates the signatory's approval of the information, and that is reliable and appropriate in the circumstances
• Agrees not to contest the validity or enforceability of this Agreement on the ground that it was made electronically
• Acknowledges that each Statement of Account and each payment made toward the Total Subscription Price operates as set out in Section 2.6
• Acknowledges that the Dealer is acquiring the platform solely for business purposes and that this Agreement is not a consumer transaction
• Acknowledges having read and understood Sections 14.16 through 14.20 of the Terms and Conditions, and agrees to be bound by them

Intellectual Property Acknowledgment

By signing this Agreement, the Dealer specifically acknowledges having read and understood Sections 14.16 through 14.20 of the Terms and Conditions, which provide that:

• The DealerStak platform, and everything embodied in it — including its source code, database schema and architecture, user interface, screen designs, workflow sequences, document templates, report formats and the StakScore index and its underlying methodology — remains the exclusive property of DealerStak Canada Inc., and the Dealer acquires no ownership interest in any of it;
• The Dealer must not copy, reverse engineer, replicate the interface or workflows of, or use the platform to build, commission or assist in building a competing product, and must not demonstrate or screen-share the platform to any person engaged in developing dealer management software;
• The platform's source code, architecture, data model and the StakScore methodology are trade secrets, and the Dealer's confidentiality obligations in respect of them continue indefinitely;
• For twenty-four (24) months after this Agreement ends, the Dealer must not build or commission a competing Canadian dealer management platform, subject to the express carve-outs in Section 14.18; and
• Breach may result in an injunction without proof of damages, liquidated damages of $250,000.00 CAD, a compliance audit at the Dealer's cost, and legal costs on a full-indemnity basis.

The Dealer confirms it has had the opportunity to obtain independent legal advice on these Sections before signing, and enters into them freely as a commercial party dealing at arm's length.

9. Execution and Record of Signing

9.1 — This Agreement is executed electronically. DealerStak executes it by publishing it in this form and making the platform available to the Dealer. The Dealer executes it through the signing step described in Section 8.

9.2 — On execution, DealerStak creates and retains a record of signing that identifies the Dealer by its full legal business name, the signatory by full legal name and title, and the date and time of signing, together with the identity of the authenticated user account, the originating IP address, the device and browser information, and the SHA-256 content hash of this Agreement and of each Incorporated Document as presented at the time of signing.

9.3 — A copy of the executed Agreement, including that record of signing, is delivered to the Dealer Principal by email at the time of signing and remains available to the Dealer within the platform. The Dealer may request a further copy at any time by writing to support@dealerstak.com.

9.4 — The version of this Agreement in force between DealerStak and a particular Dealer is the version identified in that Dealer's record of signing, which may differ from the version published on this page. Amendments are governed by Section 13 of the Terms and Conditions and by Section 14.14 of the Terms and Conditions (Dealer's Right to Reject a Materially Adverse Amendment).