Terms and Conditions

These Terms and Conditions govern the use of the DealerStak dealer management platform provided by DealerStak Canada Inc., a corporation registered in Alberta, Canada. By accessing or using the DealerStak platform, the Dealer agrees to be bound by these terms.

The Dealer is a business acquiring the Platform for the purposes of operating a motor vehicle dealership. This Agreement is a commercial agreement between two businesses and is not a consumer transaction. See Section 2.13.

1. Definitions

• DealerStak Canada Inc. — the company that owns and operates the DealerStak platform. Referred to as "DealerStak," "we," "us," or "our."
• Dealer — any business or individual who subscribes to the DealerStak platform. Referred to as "you" or "your."
• Dealer Principal — the primary administrator of a Dealer's portal, responsible for all activity within that portal. Internally referred to as the "owner" role.
• Portal — the Dealer's individual instance of the DealerStak platform, accessible at the Dealer's assigned subdomain.
• Platform — the DealerStak software, infrastructure, and services collectively.
• User — any individual granted access to a Dealer portal by the Dealer Principal or other authorized administrator.
• Subscription Agreement — the Dealer Subscription Agreement signed by the Dealer Principal during onboarding.
• Incorporated Documents — the Subscription Agreement, these Terms and Conditions, the Privacy Policy, the Data Processing Agreement, the Data Storage & Access document and the Acceptable Use Policy, as each is published by DealerStak from time to time and accepted by the Dealer through the Platform.
• Commencement Date — the date on which the Dealer's first payment under the Subscription Agreement is successfully processed by Stripe.
• Contract Term — the initial twelve (12) month commitment beginning on the Commencement Date and ending on the day before the twelve-month anniversary of the Commencement Date. Also referred to in these Terms and in the Subscription Agreement as the "Initial Term."
• Total Subscription Price — the price payable by the Dealer for the Contract Term, being $4,188.00 CAD plus GST, as set out in Section 2.7.
• Billing Date — the day of each calendar month on which an instalment falls due, being either the 1st or the 15th as selected by the Dealer during onboarding.
• Business Hours — 9:00 a.m. to 5:00 p.m. Mountain Time on a day that is not a Saturday, Sunday or statutory holiday in Alberta.
• Aggregated Outputs — has the meaning given in Section 10.4.

2. Subscription, Price and Billing

2.1 — DealerStak is offered exclusively on a subscription basis with a binding twelve (12) month minimum Contract Term. The current subscription plan is Wholesale+ at $349.00 CAD per month, exclusive of GST and any other applicable taxes. Subscription terms and pricing are confirmed in the Subscription Agreement signed during onboarding.

2.2 — Commencement and expiry of the Contract Term. The Contract Term begins on the Commencement Date, being the date the Dealer's first payment under the Subscription Agreement is successfully processed by Stripe, and ends on the day before the twelve-month anniversary of the Commencement Date. Twelve (12) monthly instalments are payable across the Contract Term. Where the Subscription Agreement and these Terms both refer to the start of the Contract Term, this Section 2.2 governs.

2.3 — Instalments are due on the Billing Date selected during onboarding — either the 1st or the 15th of each calendar month — and are payable in advance. Payment is processed through Stripe.

2.4 — Statements of Account and Partial Payment Receipts. On or about each Billing Date, DealerStak will make available to the Dealer within the Platform, and deliver by email from no-reply@dealerstak.com to the Dealer's registered email address, a Statement of Account and a partial payment receipt setting out: (a) the amount paid; (b) the instalment number relative to the Contract Term (for example, "Instalment 3 of 12"); (c) the cumulative amount paid toward the Total Subscription Price; (d) the unpaid balance of the Total Subscription Price; (e) GST charged; and (f) 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. A Statement of Account the Dealer has acknowledged is conclusive evidence of the unpaid balance shown on it, absent manifest error.

2.5 — Failed Payment and Restricted Access. If a monthly instalment fails, DealerStak will notify the Dealer Principal in writing at the registered email address. The Dealer has ten (10) days from that notice to cure the failure. 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 Contract Term. All Dealer data is preserved. Restriction does not relieve the Dealer of the obligation to pay the Total Subscription Price, and DealerStak will restore full access immediately upon payment.

2.6 — Amounts paid toward the Total Subscription Price are non-refundable, except where an express provision of this Agreement requires a refund.

2.7 — Total Subscription Price, Instalments and Acceleration.

(a) Total Price. The price payable by the Dealer for the Contract Term is $4,188.00 CAD, exclusive of GST (the "Total Subscription Price"). The Total Subscription Price is the consideration for DealerStak making the Platform available to the Dealer throughout the Contract 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.

(b) Instalment accommodation. As an accommodation to the Dealer, and not as a variation of the obligation in Section 2.7(a), DealerStak agrees to accept the Total Subscription Price in twelve (12) equal monthly instalments of $349.00 CAD each, plus GST, payable in advance on each Billing Date.

(c) Acceleration. If the Dealer (i) fails to pay an instalment when due and does not cure that failure within ten (10) days after written notice, or (ii) purports to terminate this Agreement or the Subscription Agreement, ceases use of the Platform, requests cancellation of its portal, or causes payment to fail, in each case before the end of the Contract Term and otherwise than under Section 14.5(b) (Termination by the Dealer for Cause), Section 14.7 (Force Majeure) or Section 14.14 (Dealer's Right to Reject a Materially Adverse Amendment), 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.

(d) Services continue. DealerStak will continue to make the Platform available to the Dealer for the remainder of the Contract 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.

(e) Characterisation; alternative pre-estimate. The parties agree that Section 2.7(c) 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 2.7(c) operates as a stipulation for damages, the parties agree that at the date of this Agreement: (i) DealerStak's loss on early termination was difficult to estimate precisely; (ii) DealerStak's costs of onboarding, data migration, dedicated account management and support are incurred substantially at the beginning of the Contract Term and are recovered rateably across the twelve instalments; (iii) DealerStak's avoided variable cost of serving the Dealer for the remainder of the Contract 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 (iv) the resulting amount is a genuine pre-estimate of DealerStak's loss and not a penalty.

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

(g) Survival. This Section survives termination or expiry of this Agreement.

2.8 — Renewal and Pre-Renewal Notice. At the end of the Contract Term, this Agreement automatically renews on a month-to-month basis at the then-current subscription rate, unless either party provides written notice of cancellation to support@dealerstak.com at least thirty (30) days before the end of the Contract Term. Not less than forty-five (45) days and not more than sixty (60) days before the end of the Contract Term, DealerStak will give the Dealer Principal written notice at the registered email address stating that the Contract Term is ending, the date on which it ends, that the Agreement will renew on a month-to-month basis, the rate that will apply on renewal, and how to cancel. A notice of cancellation is effective notwithstanding that the Dealer's portal is subject to restricted access under Section 2.5.

2.9 — Renewal pricing. Pricing may be adjusted for renewal terms. DealerStak will notify the Dealer of any pricing change at least sixty (60) days before the date on which it takes effect. No increase applying on or after the end of the Contract Term takes effect earlier than the day after the Dealer's cancellation right under Section 2.8 has expired, so that the Dealer is never billed at an increased rate for a period it could not have cancelled. Any single increase on renewal will not exceed the greater of five percent (5%) and the percentage increase in the All-items Consumer Price Index for Alberta published by Statistics Canada over the preceding twelve months plus five percent (5%).

2.10 — Interest on Overdue Amounts. Any amount not paid when due bears interest from the due date until paid in full, before and after judgment, default and demand, at the rate of one and one-half percent (1.5%) per month, compounded monthly, which is equivalent to an effective rate of nineteen and fifty-six one-hundredths percent (19.56%) per annum.

2.11 — Costs of Collection and Enforcement. The Dealer will pay to DealerStak, on demand, all costs and expenses DealerStak incurs in collecting any overdue amount or in enforcing this Agreement, including legal fees and disbursements on a solicitor-and-own-client (full indemnity) basis, court filing fees, the costs of any judgment enforcement, and the fees of any collection agency, in each case together with interest under Section 2.10.

2.12 — Taxes. All fees, instalments and other amounts payable under this Agreement, including the Total Subscription Price, 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 will be itemised separately on each invoice, receipt and Statement of Account. At the rate of GST in force on the date of these Terms, GST of five percent (5%) applies, being $17.45 CAD on each monthly instalment of $349.00 CAD and $209.40 CAD on the Total Subscription Price of $4,188.00 CAD. If the applicable rate changes, the amount charged changes accordingly without further notice. The Dealer is responsible for any withholding required by law and will gross up the amount paid so that DealerStak receives the full amount it would have received had no withholding been required. This Section does not apply to taxes on DealerStak's own income or capital.

2.13 — Business Purpose; Not a Consumer Transaction. The Dealer represents and warrants that it is acquiring the Platform solely for business purposes in connection with the operation of a licensed motor vehicle dealership, and not for personal, family or household purposes. The parties agree that this Agreement is not a "consumer transaction" and the Dealer is not a "consumer" within the meaning of the Consumer Protection Act (Alberta) or the Internet Sales Contract Regulation, or of comparable legislation of any other province. The Dealer will not assert the contrary.

3. User Access and Identity Verification

3.1 — The Dealer Principal is solely responsible for verifying the identity of all Users approved to access their portal. DealerStak provides identity display, role management, and audit-trail tools as security aids but cannot independently verify the identity of individuals requesting access.

3.2 — By approving a User account, the Dealer Principal confirms they have personally verified that individual's identity, employment status, and authorization to access dealership data.

3.3 — DealerStak bears no liability for unauthorized data access resulting from a Dealer Principal approving an unverified or fraudulent access request.

3.4 — The Dealer Principal agrees to notify support@dealerstak.com immediately upon discovering any unauthorized access to their portal.

3.5 — The Dealer Principal is responsible for deactivating access for any User who leaves their employment or whose access should be revoked. DealerStak is not responsible for continued data access by former employees whose accounts have not been deactivated.

4. Electronic Signature and Contract Enforceability

4.1 — Electronic Signature. The parties consent to entering into this Agreement by electronic means. The electronic signature collected during onboarding — 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. The Dealer agrees not to contest the validity or enforceability of this Agreement on the ground that it was made electronically.

4.2 — The digital signature reference generated at the time of signing is stored in DealerStak's records and serves as evidence of the Dealer's consent to this Agreement. By completing the electronic signing process, the Dealer acknowledges they have read and understood this Agreement and are entering into a binding twelve-month contract.

4.3 — The Dealer further acknowledges that each Statement of Account and partial payment receipt delivered under Section 2.4 is evidence of the Dealer's continuing performance under the Contract Term, and that the acknowledgment and payment mechanics in Section 2.4 operate as described in that Section.

5. Data Ownership and Storage

5.1 — All data entered into the DealerStak platform by the Dealer — including deal records, client information, financial data, vehicle inventory, and uploaded documents — remains the property of the Dealer at all times.

5.2 — DealerStak processes this data on behalf of the Dealer as a data processor under PIPEDA and does not sell, share, or distribute Dealer data to any third party for commercial purposes. The single exception is the de-identified Contributed Data described in Section 10, which contains no personal information, cannot be attributed to the Dealer, and is governed exclusively by that Section.

5.3 — Files uploaded to the DealerStak platform are stored on the Dealer's behalf in DealerStak's dedicated tenant with a third-party object-storage provider, in data centres located in Western North America. That provider acts as a storage subprocessor under DealerStak's data processing arrangement and does not access, scan or use the contents of stored files. The Dealer retains ownership of all uploaded files and may export them at any time using the data export tool described in Section 9. DealerStak applies industry-standard encryption in transit (TLS 1.2 or higher) and at rest.

5.4 — Photo Watermarking. DealerStak may apply visible or invisible watermarks to vehicle photos when those photos are shared through StakShare or any other public-facing share feature. Watermarks are applied at the delivery layer only — the Dealer's original photo files in storage are never modified.

5.5 — StakShare Branding. By enabling StakShare on a vehicle, the Dealer consents to DealerStak Canada Inc. branding (logo, footer disclaimer, and "Powered by DealerStak" attribution) appearing on the public share page. The Dealer's own dealership identity is not displayed on anonymous StakShare pages by default; the Dealer controls whether to disclose their identity privately to bidders.

6. Third-Party Subprocessors

6.1 — DealerStak engages third-party service providers to deliver the Platform. Each is bound by data processing terms no less protective than those set out in this Agreement and in the Data Processing Agreement. Those providers fall within the following categories:

• Cloud application infrastructure — the application database, authentication, and server-side compute
• Object storage — all files uploaded to the Platform, including vehicle photographs, Bills of Sale, dealer documents, signature specimens and receipts
• Payment processing — subscription billing and payment instrument handling
• Email delivery — transactional and Dealer-facing email
• Artificial intelligence processing — automated extraction from documents the Dealer uploads, the in-app support assistant, and background replacement on vehicle photographs. See Section 6.5.
• Error monitoring and security alerting — application error events and authentication-anomaly detection; receives staff email addresses and IP addresses
• Vehicle data enrichment — vehicle specification lookup from a Vehicle Identification Number; receives a VIN only and no personal information
• Push notification delivery — device tokens and notification content for mobile notifications
• Weather and geocoding services — the dealership city, and forecast and radar data used for hail alerting
• Messaging — SMS and MMS delivery for vendor quote requests
• Administrative tooling — hosting of the internal control panel used by DealerStak staff for account administration and for fulfilling data-access requests

DealerStak additionally queries public, governmental and vehicle-manufacturer data sources for recall, safety, specification, window-sticker and meteorological information. These receive a Vehicle Identification Number or a geographic area only, and never Dealer or client personal information.

6.1.1 — Subprocessor register. The identity of each subprocessor within the categories above, the jurisdiction in which it operates, and the categories of information it receives are recorded in DealerStak's subprocessor register. DealerStak will provide the current register to any Dealer on written request to privacy@dealerstak.com, and will notify Dealers of the addition or replacement of a subprocessor in accordance with Section 5.2 of the Data Processing Agreement. The register is confidential information of DealerStak for the purposes of Section 14.17, and is provided for the Dealer's own compliance and vendor-review purposes only.

6.2 — DealerStak implements commercially reasonable security measures to protect the integrity of all subprocessor relationships but cannot guarantee absolute security against all possible breaches.

6.3 — Security incident notification. In the event of a security incident affecting any subprocessor relationship, DealerStak will notify affected Dealers without undue delay, and in any event within seventy-two (72) hours after DealerStak confirms a breach of security safeguards affecting that Dealer's personal information, and will cooperate fully with any investigation. This seventy-two-hour commitment is contractual. PIPEDA requires reporting to the Privacy Commissioner of Canada and notification of affected individuals as soon as feasible after the organisation determines that a breach creates a real risk of significant harm, and requires that a record of every breach of security safeguards be maintained for not less than twenty-four (24) months. DealerStak maintains that record.

6.4 — DealerStak's liability for losses arising from a subprocessor security incident is subject to, and aggregates within, the limitations and exclusions in Section 11.

6.5 — Artificial intelligence processing. Several DealerStak features work by sending a document the Dealer has uploaded to a third-party artificial-intelligence provider for automated extraction, and returning structured data to the Dealer's portal. The features that do this are: bank and credit-card statement import, Bill of Sale scanning, vendor invoice scanning, licence and compliance-document expiry detection, contact-block parsing, wholesale run-list parsing, and the in-app support assistant.

Where a Dealer uses these features, the content of the uploaded document is transmitted to that provider. Depending on the document, that content may include financial account numbers, transaction histories with counterparty names, names, addresses, telephone numbers, business and tax registration numbers, and government-issued identification numbers appearing on a Bill of Sale. A separate feature transmits vehicle photographs — and no personal information — to a different artificial-intelligence provider for background replacement. Both providers operate outside Canada and are identified in the subprocessor register described in Section 6.1.1.

DealerStak does not use Dealer or client data to train artificial intelligence models, and does not authorise its AI subprocessors to do so. A Dealer who does not wish to have documents processed this way should not use the scanning and import features; all affected features have a manual-entry alternative.

6.6 — Processing outside Canada. Several subprocessors named above are located in the United States or elsewhere outside Canada. Personal information transferred to them is subject to the laws of the jurisdiction in which they operate, including lawful access by foreign courts and government authorities. DealerStak requires each subprocessor to be bound by data protection terms comparable to those in this agreement, but cannot exempt them from the laws that apply to them.

6.7 — DealerStak is not responsible for the availability, performance, or security practices of subprocessor services themselves. Where unavailability of the Platform is caused by an outage, degradation or change at a subprocessor, Section 11.1 does not apply and the Dealer's remedy is limited as set out in Section 11.

7. Acceptable Use

7.1 — The Dealer agrees to use the DealerStak platform only for lawful purposes in compliance with all applicable Canadian federal and provincial laws, including the Motor Vehicle Dealers Act, PIPEDA, AMVIC regulations, and applicable provincial dealer-licensing requirements.

7.2 — The Dealer is responsible for ensuring all Users added to their portal comply with these terms.

7.3 — The Dealer must not use the platform to store, process, or transmit data that is illegal, fraudulent, or in violation of any third party's rights.

7.4 — Paper Records. DealerStak is a tool intended to streamline dealership administration. It is not a substitute for the physical record-keeping obligations imposed by AMVIC, provincial dealer-licensing bodies, or any other regulator. The Dealer is responsible for maintaining paper copies of all documents required by their regulator, including but not limited to signed Bills of Sale, void cheques, customer identification records, and AMVIC compliance documentation.

7.5 — Breach of the Acceptable Use Policy or of this Section 7 is a material breach for the purposes of Section 14.5.

8. Role Management Responsibility

8.1 — The Dealer Principal is solely responsible for all actions taken within their portal, including the assignment and management of User roles.

8.2 — DealerStak provides role-management tools and audit trails as operational aids but is not responsible for unauthorized role changes resulting from the Dealer Principal's own actions.

8.3 — In the event of an unauthorized role transfer, the Dealer Principal must contact support@dealerstak.com immediately. DealerStak will use commercially reasonable efforts to assist in restoring correct access but cannot guarantee restoration timeframes.

9. Data Retention and Deletion

9.1 — Upon termination or expiry of this Agreement, DealerStak will retain the Dealer's data for a period of thirty (30) days from the termination date to allow the Dealer to export their records using the data export tool accessible from Settings.

9.2 — After this thirty-day period, DealerStak will permanently delete all Dealer data from its systems, including files held in object storage, except as required to be retained for legal compliance under Section 9.4, and except for Contributed Data and Aggregated Outputs, which are governed by Section 10 and survive as set out in Section 10.10.

9.3 — Upon request, DealerStak will provide written confirmation that data deletion has been completed.

9.4 — Technical logs, audit records, and signed Subscription Agreements may be retained for up to seven (7) years for legal compliance, fraud prevention, and contract enforcement purposes.

10. StakScore Contributed Data

10.1 — Scope of this Section. This Section governs Contributed Data: the de-identified vehicle and transaction records DealerStak derives from the Dealer's activity on the platform and uses to build and maintain the StakScore wholesale valuation index. It governs nothing else. Client information, buyer and seller identities, deal documents, financial records, uploaded files and every other category of Dealer Data remain governed by Sections 5 and 9 and are never Contributed Data.

10.2 — What is contributed. For each vehicle the Dealer records in inventory or sells on the platform, DealerStak may contribute the following to the StakScore index:

• (a) vehicle year, make, model, trim, body style, cab configuration, drivetrain, transmission, engine description and displacement, fuel type, and indicators of factory-fitted options;
• (b) the odometer reading and the 5,000 km band into which it falls;
• (c) the wholesale purchase price, the wholesale sale price, the aggregate of reconditioning and other deal costs, and the deal type;
• (d) the date the record was created or last updated;
• (e) a one-way salted cryptographic hash of the vehicle identification number, together with the final six characters of that number, used solely so that the same vehicle is not counted more than once; and
• (f) a one-way salted cryptographic hash of the Dealer's account identifier, used solely so that the Dealer is never shown their own transaction as an independent comparable.

Contributed Data never includes a name, address, telephone number, email address, driver's licence number, Social Insurance Number, signature, financial account detail, credit information, or any other information about an identifiable individual. Contributed Data never includes a vehicle identification number in plain text, the Dealer's name, or the Dealer's account identifier in plain text. The hashes described in 10.2(e) and 10.2(f) are one-way, are not published, and are not reversible.

10.3 — Licence granted. The Dealer grants DealerStak Canada Inc. a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable licence to host, reproduce, store, process, analyse, combine with other data, create derivative works from, and commercially exploit Contributed Data, and to distribute the Aggregated Outputs described in Section 10.4. This licence is granted in consideration of the Dealer's access to the StakScore index, which exists only because other dealers grant the equivalent licence.

10.4 — Aggregated Outputs and ownership. Aggregated Outputs means the valuation ranges, scores, indices, benchmarks, statistical models, market reports and other work product DealerStak derives from Contributed Data. All right, title and interest in Aggregated Outputs, including every intellectual property right in them, vests exclusively in DealerStak Canada Inc. The Dealer acquires no ownership interest in any Aggregated Output by contributing to it. DealerStak may license, publish, sell and otherwise commercialise Aggregated Outputs, including to other dealers, to data partners, and to the public.

10.5 — Aggregation floor. DealerStak will not return or publish an Aggregated Output derived from fewer than five (5) separate Contributed Data records. Where fewer than five qualifying records exist, the platform will decline to produce a value rather than produce an unsupported one. This floor exists so that no single dealer's transaction can be inferred from an output.

10.6 — What DealerStak will not do. DealerStak will not:

• (a) sell, license, or otherwise disclose Contributed Data in raw, record-level form to any third party;
• (b) disclose, publish, or make inferable the identity of the Dealer as the source of any particular transaction;
• (c) attempt to re-identify, or assist any person in re-identifying, the Dealer or any individual from Contributed Data;
• (d) contribute a record from a deal the Dealer has cancelled, or retain the sale figures of a deal after it has been cancelled; or
• (e) include Client Data or personal information of any kind in Contributed Data.

10.7 — Dealer covenants. The Dealer will not attempt to re-identify any other dealer, individual, or specific transaction from any Aggregated Output, and will not scrape, bulk-extract, resell, sublicense or redistribute Aggregated Outputs outside the operation of the Dealer's own licensed dealership. Breach of this Section is a material breach for the purposes of Section 14.5 (Suspension and Termination for Cause) and the Acceptable Use Policy.

10.8 — Relationship of the parties as to Contributed Data. Contributed Data does not identify an individual and is not personal information under PIPEDA or applicable provincial privacy legislation. In respect of Contributed Data and Aggregated Outputs, DealerStak acts on its own behalf and not as the Dealer's service provider, agent, or processor. Sections 5.2 and 9.2 do not apply to Contributed Data or Aggregated Outputs.

10.9 — Opting out, and what it means. The Dealer may opt out of contributing at any time, on thirty (30) days' written notice to support@dealerstak.com or immediately using the StakScore contribution setting in the platform. Opting out has three effects, and the Dealer should understand all three before electing it:

• (a) no further Contributed Data will be taken from the Dealer's activity;
• (b) Contributed Data previously taken from the Dealer will be removed from the index; and
• (c) because the index is reciprocal, the Dealer will not receive StakScore valuations for as long as the opt-out remains in effect.

No other platform functionality is affected. Opting out does not require DealerStak to retract, correct or recall any Aggregated Output already produced or delivered before the opt-out took effect. Opting out does not affect the Total Subscription Price or any obligation under Section 2.7.

10.10 — Survival. The licence in Section 10.3, the ownership in Section 10.4, and the restrictions and covenants in Sections 10.6 and 10.7 survive termination or expiry of this Agreement. Aggregated Outputs are DealerStak's own work product, contain no record attributable to the Dealer, and are excluded from the deletion obligation in Section 9.2. Contributed Data taken during the term was given in exchange for access to the index during that term and, being de-identified, likewise survives termination; a Dealer who wishes their records removed may exercise the opt-out in Section 10.9 before terminating.

10.11 — No appraisal, no warranty. Aggregated Outputs, including any StakScore value, range, or score, are statistical estimates derived from a limited sample of recent wholesale transactions. They are not an appraisal, an inspection, a condition report, a guarantee of value, or advice of any kind, and they are provided "as is" and without warranty, express or implied. Vehicle values move, sample sizes vary by make and model, and the platform will decline to produce a value where the available data does not support one. The Dealer is solely responsible for its own purchase, sale, and pricing decisions and for any independent appraisal or verification it considers necessary. DealerStak's liability in connection with Aggregated Outputs is limited as set out in Section 11.

10.12 — Assignment. This Section, and the licence granted in Section 10.3, survive and may be assigned in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of the assets of DealerStak Canada Inc., subject to the notice provision in the Privacy Policy.

11. Service Availability and Liability Limitation

11.1 — Availability. DealerStak will use commercially reasonable efforts to maintain continuous availability of the Platform. Where unavailability is caused by DealerStak's own administrative or configuration error, DealerStak will restore access within four (4) Business Hours and will issue a pro-rated credit for the period of unavailability exceeding four Business Hours. The credit is the Dealer's sole and exclusive remedy for any failure of availability. This Section does not apply to unavailability caused by: scheduled maintenance notified at least twenty-four (24) hours in advance; an outage, degradation or change at any subprocessor or upstream network or cloud provider; the Dealer's own equipment, configuration or connectivity; the Dealer's breach; or an event of Force Majeure.

11.2 — Cap. Subject to Section 11.4, DealerStak's aggregate liability for all claims arising out of or in connection with this Agreement and every Incorporated Document, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, will not exceed the greater of (a) the total subscription fees paid by the Dealer in the twelve (12) months immediately preceding the first event giving rise to liability, and (b) one thousand dollars ($1,000.00) CAD. All claims aggregate to this single cap; the cap is not per claim.

11.3 — Excluded Losses. Neither party is liable for indirect, incidental, special, punitive or consequential damages, or for loss of profit, revenue, anticipated savings, goodwill, data or business opportunity, however arising. This Section does not limit the Dealer's obligation to pay the Total Subscription Price.

11.4 — Exclusions from the Cap. Nothing in this Agreement limits or excludes liability for (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) a party's wilful misconduct; (d) the Dealer's obligations under Section 14.6 (Dealer Indemnity); (e) the Dealer's obligation to pay the Total Subscription Price under Section 2.7, together with interest under Section 2.10 and costs under Section 2.11; or (f) any liability that cannot lawfully be limited or excluded.

12. 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.

13. Amendments

DealerStak reserves the right to amend these Terms and Conditions at any time. Dealers will be notified of material changes at least thirty (30) days before they take effect via email to the Dealer Principal's registered address. Continued use of the platform after the effective date of changes constitutes acceptance of the updated terms, subject to the Dealer's right to reject a materially adverse amendment under Section 14.14. Pricing changes are governed by Sections 2.9 and 2.12.

14. General Provisions

14.1 — Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in whole or in part, that provision is severed only to the extent of the invalidity, the remainder of that provision and of this Agreement remain in full force, and the parties will negotiate in good faith a replacement achieving as nearly as possible the original commercial intent. Where a provision can be rendered enforceable by reading down a period of time, a geographic area or a monetary amount, it is to be read down rather than severed.

14.2 — Entire Agreement; Non-Reliance. This Agreement, together with the other Incorporated Documents, constitutes the entire agreement between the parties and supersedes all prior representations, proposals, quotations, demonstrations and communications, oral or written. Each party acknowledges it has not relied on any representation, warranty or statement not expressly set out in the Incorporated Documents. Nothing in this Section limits liability for fraudulent misrepresentation.

14.3 — Order of Precedence. In the event of conflict, the following order governs: (1) the Dealer Subscription Agreement; (2) the Data Processing Agreement, but only in respect of the processing of personal information; (3) these Terms and Conditions; (4) the Data Storage & Access document; (5) the Acceptable Use Policy; (6) the Privacy Policy. A precedence or conflict provision in any other Incorporated Document is subject to this Section.

14.4 — Notices. Notices to DealerStak must be in writing and delivered by email to legal@dealerstak.com, with a copy by courier or registered mail to DealerStak Canada Inc. at its registered office in Calgary, Alberta as recorded in the Alberta Corporate Registry from time to time. Notices to the Dealer may be delivered to the Dealer Principal's registered email address and to the Dealer's business address on file. A notice sent by email is deemed received on the next business day after transmission, provided no automated non-delivery message is received by the sender. A notice sent by courier is deemed received on delivery. A notice sent by registered mail is deemed received on the fifth business day after mailing. Each party must keep its notice details current, and a notice sent to the last details provided is effective notwithstanding that they have become out of date.

14.5 — Suspension and Termination for Cause.

(a) By DealerStak. DealerStak may, on written notice, restrict, suspend or terminate the Dealer's access if the Dealer (i) breaches the Acceptable Use Policy or Section 7 or Section 10.7; (ii) uses the Platform unlawfully or in a manner that exposes DealerStak to liability or regulatory action; (iii) becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it any proceeding under insolvency legislation, or has a receiver or trustee appointed; (iv) loses its dealer licence or AMVIC registration; or (v) breaches any other material term and fails to cure within fifteen (15) days after written notice. Termination by DealerStak under this Section accelerates the Total Subscription Price under Section 2.7(c). Restriction or suspension under this Section does not remove the Dealer's ability to export its data.

(b) By the Dealer. The Dealer may terminate on written notice if DealerStak breaches a material term and fails to cure within thirty (30) days after written notice specifying the breach. On a termination under this Section 14.5(b), Section 2.7(c) does not apply, no amount is accelerated, and DealerStak will refund amounts paid in respect of the unexpired portion of the Contract Term within thirty (30) days.

14.6 — Dealer Indemnity. The Dealer will indemnify, defend and hold harmless DealerStak, its affiliates, and their directors, officers, employees and agents from and against any third-party claim, and any loss, liability, fine, penalty, cost or expense (including full-indemnity legal fees) arising from: (a) Dealer Data, including any claim by a client, employee or contractor of the Dealer relating to the collection, accuracy, use, disclosure or retention of their personal information; (b) the Dealer's breach of the Acceptable Use Policy, or of applicable dealer-licensing, AMVIC, consumer protection, tax or privacy legislation; (c) any document generated on the Platform at the Dealer's instruction, including any Bill of Sale, invoice, tax calculation or financial report, and the Dealer's use of or reliance on it; and (d) access to the Dealer's portal obtained by any person whom the Dealer Principal approved, or whose access the Dealer failed to deactivate. This indemnity is not subject to Section 11.2 or Section 11.3.

14.7 — Force Majeure. Neither party is liable for any failure or delay in performance (other than a payment obligation) caused by an event beyond its reasonable control, including natural disaster, hail or severe weather, epidemic, war, civil unrest, labour disruption, failure of a public telecommunications or electrical network, failure or outage of a third-party subprocessor or cloud infrastructure provider, denial-of-service attack, or act of government. The affected party must notify the other promptly and use commercially reasonable efforts to resume. If the event continues for more than thirty (30) consecutive days, either party may terminate on written notice, and Section 2.7(c) does not apply to a termination by the Dealer under this Section.

14.8 — Waiver. No failure or delay in exercising a right operates as a waiver of it. No waiver is effective unless in writing and signed by the party waiving. A waiver on one occasion does not waive any subsequent breach. Acceptance of a late or partial payment is not a waiver of DealerStak's rights under Section 2.7, and does not preclude DealerStak from subsequently accelerating the unpaid balance of the Total Subscription Price.

14.9 — Assignment. The Dealer may not assign this Agreement, in whole or in part, without DealerStak's prior written consent, which will not be unreasonably withheld; a change of control of the Dealer is deemed an assignment. DealerStak may assign this Agreement to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its assets, on notice to the Dealer. This Agreement enures to the benefit of and binds the parties and their permitted successors and assigns.

14.10 — Survival. Sections 2.4, 2.6, 2.7, 2.10, 2.11, 2.12, 2.13, 5, 9, 10, 11, 12, 14.1, 14.2, 14.3, 14.4, 14.6, 14.8, 14.11, 14.12, 14.15, 14.16, 14.17, 14.18, 14.19 and 14.20 survive termination or expiry of this Agreement.

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

14.12 — Time of the Essence. Time is of the essence of this Agreement.

14.13 — Independent Legal Advice. The Dealer acknowledges that it has had the opportunity to obtain independent legal advice before entering into this Agreement, and has either done so or has chosen not to.

14.14 — Dealer's Right to Reject a Materially Adverse Amendment. Notwithstanding Section 13, if DealerStak makes an amendment that is materially adverse to the Dealer during the Contract Term, the Dealer may reject it by written notice within thirty (30) days after the notice of amendment, in which case the pre-amendment terms continue for the remainder of the Contract Term, or the Dealer may terminate the Agreement, in which case Section 2.7(c) does not apply and no amount is accelerated.

14.15 — Warranty Disclaimer. Except as expressly stated in this Agreement, the Platform is provided "as is" and "as available." DealerStak disclaims all other representations, warranties, conditions and terms, whether express, implied, statutory or collateral, including any implied warranty or condition of merchantability, fitness for a particular purpose, durability, quality, or non-infringement, and any implied term of skill and care. DealerStak does not warrant that the Platform will be uninterrupted or error-free, that any document it generates satisfies the requirements of AMVIC or any other regulator, or that any figure, calculation, tax treatment, cost allocation or valuation it produces is accurate or complete. This disclaimer applies expressly to Bills of Sale, invoices, tax calculations and financial reports generated on the Platform. The Dealer is solely responsible for reviewing every document and figure before it is signed, delivered, relied upon or filed.

14.16 — Platform Intellectual Property. DealerStak owns all right, title and interest in and to the Platform, including all software, source code, object code, databases, database schema and architecture, application programming interfaces, user interfaces, screen designs, workflows, document templates, report formats, the StakScore index and its underlying methodology, algorithms, interfaces, documentation, designs, trade-marks and Aggregated Outputs, and all intellectual property rights therein anywhere in the world, whether registered or unregistered. No rights are granted except the limited subscription licence in Section 1.1 of the Subscription Agreement, and all rights not expressly granted are reserved. No title to or ownership of any part of the Platform passes to the Dealer. The Dealer will not, and will not permit, assist or encourage any User, employee, contractor, affiliate or third party to: (a) copy, reproduce, modify, adapt, translate or create derivative works of any part of the Platform; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive, reconstruct or discover the source code, object code, architecture, data model or underlying ideas, algorithms or methods of the Platform, by any means; (c) access or use the Platform, or any information derived from it, for the purpose of designing, developing, building, commissioning, procuring, marketing, selling or operating any product or service that competes with or is substantially similar to the Platform or any material module of it, or for benchmarking or competitive analysis; (d) replicate, imitate or substantially reproduce the Platform's user interface, screen layouts, navigation structure, workflow sequences, document templates, report formats, or the selection, arrangement and coordination of its features; (e) scrape, crawl, spider, harvest or bulk-extract data, content, structure or metadata from the Platform by any automated or manual means, other than the Dealer's own data through the export tool; (f) provide, disclose, demonstrate, screen-share, screenshot, record or otherwise make the Platform or any part of it available to any person who is, or whom the Dealer reasonably ought to know is, engaged in or intending to engage in the development or provision of dealer management software or any competing product; (g) permit access by any person other than a User, or share, resell, sublicense, rent, lease, timeshare or provide the Platform as a service bureau to any third party; (h) remove, obscure or alter any copyright, trade-mark, watermark or other proprietary notice; or (i) register, apply for or assert any intellectual property right in or to the Platform, or any confusingly similar name, mark, domain name or design, in any jurisdiction. Any feedback the Dealer or any User provides is licensed to DealerStak on a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable basis, and DealerStak may use and commercialise it without restriction, attribution or compensation. This Section survives termination or expiry of this Agreement without limitation as to time.

14.17 — Confidentiality and Trade Secrets. Each party will keep confidential all non-public information of the other party that is disclosed in connection with this Agreement and that is either marked confidential or would reasonably be understood to be confidential, including the Platform's non-public features, source code, architecture, data model, infrastructure design, security practices and configurations, unreleased features and product roadmap, pricing and commercial terms, document templates and their underlying logic, the StakScore methodology, inputs, weightings and outputs, and the Dealer's non-public business and financial information. Each party will use that information only for the purposes of this Agreement and for no other purpose, will protect it with no less than reasonable care, and will disclose it only to those of its personnel and professional advisers who need it and who are bound by obligations of confidentiality, remaining fully liable for any act or omission of any person to whom it discloses. These obligations do not apply to information that is or becomes public without breach, was already known to the recipient free of obligation, is independently developed without use of the disclosing party's information, or is received from a third party free of obligation. A party may disclose confidential information where required by law, regulation or court order, giving the other party such notice as is lawful and practicable and disclosing only the minimum legally required. The Dealer acknowledges that the Platform's source code, architecture, data model, and the StakScore methodology constitute trade secrets of DealerStak, that DealerStak takes active and reasonable measures to preserve their secrecy, and that they derive independent economic value from not being generally known. Obligations in respect of trade secrets survive indefinitely and are not subject to the three-year period stated below. All other confidentiality obligations continue for three (3) years after termination or expiry of this Agreement, and, in respect of personal information, for as long as that information is held. On termination or on DealerStak's written request, the Dealer will promptly return or irreversibly destroy all confidential information of DealerStak in its possession or control, including all copies, extracts, notes, screenshots and derivatives, and will certify such destruction in writing signed by the Dealer Principal within thirty (30) days.

14.18 — Non-Circumvention and Non-Competition. The Dealer acknowledges that: (i) through its use of the Platform it will obtain detailed knowledge of DealerStak's confidential workflows, architecture and methodology that is not available to the public or to DealerStak's competitors; (ii) DealerStak has invested, and continues to invest, substantial time, capital and expertise in developing the Platform; (iii) DealerStak has a legitimate proprietary interest in protecting that investment; and (iv) the restrictions in this Section are reasonable, are a material inducement to DealerStak entering into this Agreement, and are no broader than necessary to protect that legitimate interest.

During the Contract Term and for twenty-four (24) months following its termination or expiry, the Dealer will not, directly or indirectly, whether alone or in concert with any other person, and whether as principal, agent, shareholder, partner, director, officer, employee, consultant, lender, investor or in any other capacity: (a) design, develop, build, commission, fund, procure the development of, license, market, distribute, resell or operate any dealer management software platform, or any software module substantially similar to a material module of the Platform, for use by or supply to motor vehicle dealers in Canada; or (b) engage, retain, contract with or induce any developer, contractor, agency or other person to do anything described in paragraph (a) on the basis of, with reference to, or informed by the Platform, any confidential information of DealerStak, or the Dealer's access to or observation of the Platform.

Nothing in this Section prevents the Dealer from: (i) carrying on its ordinary business of buying, selling, financing, leasing, servicing or wholesaling motor vehicles; (ii) purchasing, licensing and using any commercially available third-party dealer management software developed independently of the Platform; or (iii) holding not more than five percent (5%) of the publicly traded securities of any corporation as a passive investment.

During the Contract Term and for twelve (12) months following termination, the Dealer will not directly or indirectly solicit for employment or engagement, or induce or attempt to induce to leave DealerStak, any employee or contractor of DealerStak with whom the Dealer had contact in connection with this Agreement. A bona fide general public advertisement not specifically targeted at DealerStak personnel is not a breach of this paragraph.

The Dealer acknowledges it has had the opportunity to obtain independent legal advice on this Section, that it enters into it freely as a commercial party dealing at arm's length, and that it will not challenge its reasonableness. Each restriction in this Section is a separate and independent covenant, and Section 14.1 applies to each of them severally.

14.19 — Enforcement, Remedies and Audit.

(a) Irreparable harm and injunctive relief. The Dealer acknowledges and agrees that a breach or threatened breach of Section 14.16, 14.17, 14.18 or 14.20 would cause DealerStak irreparable harm for which monetary damages would be an inadequate remedy. DealerStak is accordingly entitled to seek injunctive relief, specific performance and other equitable remedies in any court of competent jurisdiction, without the necessity of proving actual damages and without the requirement to post any bond or other security, in addition to all other remedies available at law or in equity. The Dealer will not oppose such relief on the ground that an adequate remedy at law exists.

(b) Liquidated damages. The parties acknowledge that DealerStak's loss arising from a breach of Section 14.16(c), 14.16(d) or 14.18 would be real but difficult to quantify precisely, comprising loss of market position, dilution of competitive advantage, and the appropriation of DealerStak's development investment. That investment comprises, as at the date of this version, a production platform of one hundred and twenty-four (124) database tables, two hundred and forty-five (245) database functions and one hundred and thirty-three (133) server-side functions, together with the associated web and mobile applications, third-party integrations and regulatory document templates, developed continuously since May 2026, and the replacement cost of that work is the measure the parties have used. Having regard to that investment, and as a genuine pre-estimate of loss agreed at the time of contracting and not as a penalty, the Dealer will on such a breach pay DealerStak liquidated damages of two hundred and fifty thousand dollars ($250,000.00) CAD. DealerStak may instead elect, at its sole option and in place of this amount, to claim its actual damages or an accounting of the Dealer's profits; the liquidated sum and actual damages are alternatives and are not cumulative. This paragraph does not limit DealerStak's right to injunctive relief under paragraph (a) or to recover its confidential information.

(c) Audit. Where DealerStak has a reasonable, good-faith basis to believe a breach of Section 14.16, 14.17 or 14.18 has occurred, DealerStak may, on ten (10) business days' written notice and not more than once in any twelve (12) month period, engage an independent third-party auditor bound by confidentiality to inspect the relevant records, systems and software of the Dealer solely to verify compliance. The audit will be conducted during normal business hours with minimal disruption to the Dealer's business. DealerStak bears the cost of the audit, unless the audit reveals a breach, in which case the Dealer bears the full cost of the audit in addition to all other remedies.

(d) Costs of enforcement. In any proceeding to enforce Section 14.16, 14.17, 14.18 or 14.20 in which DealerStak substantially prevails, the Dealer will pay DealerStak's legal fees and disbursements on a full-indemnity (solicitor-and-own-client) basis.

(e) Notification. The Dealer will notify DealerStak in writing within five (5) business days of becoming aware of any actual or suspected breach of Section 14.16, 14.17, 14.18 or 14.20 by any person, including by any User or former User.

(f) Relationship to the liability provisions. For certainty, Sections 11.2 and 11.3 do not apply to, and do not limit, any claim by DealerStak arising out of a breach of Section 14.16, 14.17, 14.18 or 14.20, and DealerStak may recover loss of profit, revenue, goodwill and business opportunity in respect of such a breach.

14.20 — Acknowledgment of Proprietary Rights. The Dealer acknowledges that it has not acquired any ownership interest in the Platform or in any idea, concept, workflow, design, methodology or know-how embodied in it, and that its access does not confer any right to replicate, adapt or commercialise any part of it. The Dealer further acknowledges that the concept, business model, feature set, workflow design and commercial approach embodied in the Platform are the product of DealerStak's original development effort, and agrees not to assert, in any forum, that any of them is generic, obvious, in the public domain, or independently conceived by the Dealer, where the Dealer's knowledge of them was in fact derived from the Platform. The Dealer will not disparage DealerStak's ownership of the Platform or challenge the validity of its intellectual property rights.