MIQ Master Services Agreement

No statement in this Agreement represents outside legal, tax, accounting, insurance, lender, regulator, or professional approval.

This Master Services Agreement is entered into by Mechanus IQ Ltd. ("MIQ" or "Provider") and the client named above ("Client"). MIQ and Client are each a "Party" and together are the "Parties."

1. Purpose And Agreement Structure

1.1 Purpose. This Agreement governs MIQ's forensic operational intelligence services for Client. Each Statement of Work, order form, schedule, addendum, or written work authorization signed by both Parties is a "SOW."

1.2 Required paid-start package. No paid Services, and no Client Data provisioning for a paid engagement, may begin until the Parties execute all four required instruments: this Master Services Agreement, the Data Processing Agreement (the "DPA"), an applicable Statement of Work, and the Source Access Request Agreement. The Source Access Request Agreement is the current MIQ Source Access Agreement form and controls the approved-export and source-authorization mechanics.

1.3 Mutual NDA is optional pre-MSA coverage only. The Mutual NDA is optional pre-MSA confidentiality coverage for a deliberate pre-MSA discussion only. It does not authorize paid services, data provisioning, data processing, source access, or any service scope and is not part of the required paid-start package.

1.4 Order of precedence. The DPA controls privacy, security, retention, subprocessors, model inference, cross-border transfer, Client Data, aggregate-use, controlled-learning, data-subject request, audit, return, export, and offboarding matters unless a later signed instrument expressly amends the DPA and is at least as protective. SOWs and order forms control service scope, commercial terms, deliverables, timelines, and selected schedules. The Source Access Request Agreement controls approved-export and source-authorization mechanics. Special schedules control the subject they expressly cover. This Agreement controls all remaining terms.

1.5 No implied schedule. A schedule, addendum, module, Separate Fixed-Scope Service, data-use right, model-inference right, aggregate-intelligence right, controlled-learning right, SOP gate, or evidence rail is active only if the applicable SOW, signed schedule, order form, product schedule, or other written or electronically accepted legal instrument expressly activates it.

2. Definitions

2.1 Authorized Recipients means the Client roles or named individuals approved in the applicable SOW to receive MIQ reports, anomaly notices, evidence bundles, dashboards, work queues, or other deliverables.

2.2 Client Data means data provided by or on behalf of Client to MIQ, or generated by MIQ from that data, for the services.

2.3 Confidential Information means non-public business, operational, financial, technical, commercial, legal, strategic, or data-related information disclosed by either Party, including Client Data, Dealer Findings, MIQ methods, pricing, product architecture, and security information.

2.4 Dealer Findings means MIQ findings, reports, anomaly notices, evidence bundles, dashboards, work queues, SOP gate outputs, recovery-evidence packages, and related deliverables concerning Client or Client operations.

2.5 Deliverables means reports, dashboards, work queues, evidence bundles, recommendations, models, exports, presentations, or other work product that the applicable SOW requires MIQ to provide to Client.

2.6 Operational Data means PII-stripped dealership data such as dollar amounts, dates, categorical codes, counts, ratios, product categories, lender codes, department codes, stock numbers, deal numbers, repair order numbers, and Client-assigned staff codes or other pseudonymous identifiers approved in writing for the engagement.

2.7 Personal Information means information about an identifiable individual under applicable privacy law.

2.8 Recovery Receipt means a source-linked outcome record that may evidence that a finding was corrected or money landed. A Recovery Receipt is an auditability and outcome-proof artifact only and has no fee or invoice authority.

2.9 Scoped Rooftop means each dealership location, RV location, legal entity, or business unit expressly identified in the applicable SOW as included in the fee scope.

2.10 Services means the services described in this Agreement and any SOW, including forensic operational intelligence, anomaly detection, exception monitoring, SOP gate support, evidence preservation, recovery tracking, recurring reporting, and related operational analysis.

2.11 Separate Fixed-Scope Service means an implementation or consulting project outside the recurring retainer under Section 6.1 that Bowen Schreyer has approved on behalf of MIQ and that a SOW expressly defines by deliverables, fixed fee, payment milestones, exclusions, and acceptance criteria.

3. Service Boundaries

3.1 Operational intelligence service. MIQ provides source-backed operational analysis, exception monitoring, anomaly detection, leakage identification, recovery tracking, evidence support, and workflow-control support. MIQ does not provide a DMS replacement, lender service, OEM service, insurer service, regulator service, or public reporting service under this Agreement unless a later written agreement expressly says so.

3.2 No professional-advice engagement. MIQ does not provide legal, tax, accounting, audit, insurance, investment, employment, lending, regulator, OEM, or compliance-certification advice. Client remains responsible for obtaining advice from its own qualified professional advisors before taking decisions that require professional judgment.

3.3 No assurance or guarantee of outcome. MIQ does not guarantee that the Services will identify all leakage, anomalies, recoveries, compliance issues, documentation defects, personnel issues, or control weaknesses. MIQ does not guarantee any particular recovery, revenue, margin, cash-flow, lender, regulator, OEM, tax, insurance, litigation, employment, or compliance outcome.

3.4 Client decision authority. Client remains responsible for business decisions, personnel decisions, customer decisions, lender communications, OEM communications, insurer communications, regulator communications, legal positions, accounting positions, tax positions, operational changes, and implementation choices.

3.5 No third-party reliance. Deliverables are for Client's internal business use only unless the applicable SOW expressly authorizes a different recipient. No lender, OEM, insurer, regulator, employee, customer, counterparty, purchaser, investor, or other third party may rely on a Deliverable unless MIQ signs a separate reliance letter.

4. Statements Of Work And Service Delivery

4.1 SOW contents. Each paid SOW must identify the scoped legal entities and rooftops, selected services and modules, authorized data sources and categories, data-transfer channel, authorized contacts, Authorized Recipients, deliverables, monitoring cadence, SOP work, integrations, acceptance criteria, service period, per-rooftop store-size measurement window and unit record, assigned tier, per-rooftop price, rooftop count, group-discount band, contracted monthly retainer, ROI-evidence record, any Separate Fixed-Scope Service, selected schedules, and exclusions. The formula determines price only; it does not activate or expand scope.

4.2 Data categories. Client will provide only the data categories approved in the applicable SOW or DPA. Client must remove customer Personal Information and unnecessary employee Personal Information before transfer.

4.3 Changes. Material non-fee changes to scope, data inputs, deliverables, recipients, production access, model inference, aggregate intelligence, controlled learning, evidence rails, or SOP gates require a written Change Order signed by authorized representatives of both Parties. Any scope, entity, or rooftop addition or removal that changes fees requires a countersigned SOW amendment. That amendment may add or remove the applicable contracted per-rooftop formula quote and recalculate the group discount prospectively, but it does not silently reprice an existing Scoped Rooftop during the term. The contracted monthly retainer cannot be changed by a generic Change Order.

4.4 Dependencies. MIQ's delivery obligations depend on Client providing timely, complete, accurate, minimized, and authorized data exports; maintaining approved contacts; responding to questions within SOW timelines; and following the approved data-transfer and confidentiality instructions.

4.5 Acceptance. Acceptance is governed by the applicable SOW. If the SOW does not state an acceptance period, Client has ten (10) business days after delivery to approve the deliverable in writing or reject it in good faith with specific reasons. Operational use alone does not override a SOW's project-management-only deemed acceptance rule or waive non-waivable statutory rights.

5. Client Obligations

5.1 Authority. Client represents that it has authority to provide the approved Operational Data to MIQ and to use the Services for the purposes stated in the applicable SOW.

5.2 Data minimization. Client will provide only the minimum Operational Data needed for the agreed Services and will remove prohibited data before transfer.

5.3 No prohibited credentials. Client will not provide DMS credentials, lender portal credentials, OEM credentials, email credentials, finance portal credentials, or other account credentials to MIQ. Any future production integration must use authorized exports, an approved secure-transfer channel, or a formal DMS API or integration path that is expressly authorized by the SOW and DPA and does not require credential sharing, scraping, RPA, stealth access, or unauthorized access.

5.4 Personnel-code mapping. If personnel analysis is selected, Client remains responsible for maintaining any code-to-person mapping for Client-assigned staff codes or other pseudonymous identifiers. MIQ will not describe those codes as legally anonymous.

5.5 Client approvals. Client remains responsible for obtaining any internal, lender, OEM, employee, union, regulator, customer, board, owner, privacy, or professional-advisor approval required before supplying data or acting on a Deliverable.

5.6 No sole reliance. Client will not use MIQ outputs as the sole basis for employment discipline, termination, customer action, lender disclosure, insurer disclosure, OEM escalation, regulator disclosure, public accusation, chargeback demand, clawback demand, litigation position, or similar high-impact action.

6. Fees, Taxes, And Payment

6.1 Continuous-volume monthly retainer. The monthly retainer for each Scoped Rooftop is the greater of CAD $2,900 or (CAD $1,000 + CAD $75 x U), where U is monthly new-plus-used retail units measured under this Section. Apply the retail-deal-count/full-month quotient without rounding. Calculate in cents using exact decimal or rational arithmetic and round the resulting per-rooftop quote once to whole cents, half up. Core, Growth, Flagship and Enterprise are descriptive size labels only. They do not select another price, fee floor, capability or scope.

The measurement window is the trailing twelve (12) full calendar months ending the month before signing. A rooftop with fewer than twelve months of history uses all full months available, with a minimum of three (3), and the window is recorded in the SOW. Count retail new and used units, including fleet units. Exclude wholesale disposals, dealer trades, and inter-company transfers. A rooftop means a licensed selling location with its own DMS deal file; a non-selling business unit does not count unless the SOW separately scopes it as a rooftop.

A group pays the sum of its per-rooftop monthly retainers, less the applicable discount: 1 to 2 rooftops at list price; 3 to 5 rooftops at 10 percent; 6 to 10 rooftops at 15 percent; and 11 or more rooftops at 20 percent. The group discount applies to the sum of all Scoped Rooftops' formula quotes, including rooftops described as Enterprise. Round the discounted group total once to whole cents, half up. The CAD $2,900 per-rooftop minimum is applied before the group discount and is not reapplied to the discounted total.

Contracted Monthly Retainer = Sum of Per-Rooftop Formula Quotes x (1 - Applicable Group Discount), rounded once to whole cents, half up. Do not round the unit measurement quotient.

The free mini-audit's identified annual savings opportunity is source-backed ROI evidence used to demonstrate expected return against the flat retainer. It does not enter the pricing formula, determine or alter the contracted monthly retainer, or guarantee realized recovery.

6.2 Contracted retainer fixed for the term. The SOW records the store-size measurement window, per-rooftop unit totals, measured unit quotient and formula quote, rooftop count, group-discount band, and contracted monthly retainer. The contracted monthly retainer is fixed at signing for the SOW term. It is not recalculated, increased, reduced, or re-billed because unit volume or a recovery outcome changes after signing. Remeasurement and repricing occur only at renewal under the same measurement rule. A scope, entity, or rooftop addition or removal that changes fees requires a countersigned SOW amendment under Section 4.3 and does not silently reprice an existing Scoped Rooftop during the term.

6.3 Included scope and Separate Fixed-Scope Services. The fixed retainer covers only the recurring services, service areas, modules, rooftops, entities, data inputs, deliverables, monitoring cadence, SOP work, integrations, and exclusions stated in the SOW. A Separate Fixed-Scope Service is outside the recurring retainer and is active only if the SOW records written approval by Bowen Schreyer on behalf of MIQ and states its deliverables, fixed fee, payment milestones, exclusions, and acceptance criteria. It does not alter the contracted monthly retainer.

6.4 Recovery evidence has no invoice authority. MIQ may provide a Recovery Receipt, recovery-evidence package, outcome report, or recovery statement showing that a finding was corrected or money landed. Those artifacts support auditability, reporting, and renewal review only. They do not establish a fee, change the contracted monthly retainer, create an invoice, or create a post-termination payment right.

6.5 90-day money-back guarantee. If MIQ does not demonstrate measurable value beyond the mini-audit findings against the signed KPI baseline during the first ninety (90) calendar days after the SOW effective date, Client may exercise the guarantee by written notice no later than day ninety (90). MIQ will refund the retainer fees actually paid under the affected SOW for the guarantee period within thirty (30) calendar days after exercise. Exercise ends the affected SOW. No recovery evidence or outcome record creates or preserves a payment obligation after exercise.

6.6 Invoicing, taxes, and payment. Fees are stated and payable in Canadian dollars. Taxes are added as required by law. The contracted monthly retainer is invoiced monthly in advance unless the SOW states another cadence. Client will pay undisputed invoices within thirty (30) calendar days after invoice date unless the SOW states a different period. Any different payment method, fee allocation, discount, or payment cadence must be stated in the executed SOW or a later countersigned amendment; this Agreement does not create an unstated payment incentive or processing-cost commitment.

6.7 Late payment. No fixed late-payment interest rate applies unless the applicable SOW or a signed amendment states a lawful rate.

6.8 No implied economics. Only the Section 6.1 fixed retainer and a Separate Fixed-Scope Service fee approved in writing by Bowen Schreyer on behalf of MIQ and stated in the SOW create current payment obligations. No recovery, outcome, evidence, or reporting artifact changes those fees.

7. Data Handling, Privacy, And Security

7.1 DPA controls. The Data Processing Agreement attached as Schedule B governs Client Data handling. If this Agreement, a SOW, an order form, or a schedule conflicts with the DPA on privacy, security, retention, subprocessors, model inference, cross-border transfer, Client Data, aggregate intelligence, controlled learning, evidence hashes, breach handling, data-subject requests, audit rights, return, export, or offboarding, the DPA controls unless a later signed instrument expressly amends the DPA and is at least as protective.

7.2 Two-layer PII protection. MIQ's analytical layer is designed to operate without customer Personal Information. Before transfer, Client must use a dealer-side stripping tool or workflow to remove customer Personal Information, including customer names, addresses, email addresses, telephone numbers, Social Insurance Numbers, driver's licence numbers, other government-issued identifiers, customer financial account numbers, and customer credit bureau information. MIQ operates an independent intake screen that checks each export and rejects detectable customer personal information fail-closed before the export is accepted into storage. Personal information identified at intake is not retained. This screening is a second protective layer: it supplements, and does not replace or transfer to MIQ, Client's stripping and confirmation obligations under the Source Access Request Agreement, and it is not a certification that an export is free of personal information or authority to analyze customer identities.

7.3 Staff-coded analysis. Employee and sales-personnel analysis must use Client-assigned staff codes, role labels, department labels, or other pseudonymous identifiers approved in writing unless the SOW and DPA expressly permit a different treatment.

7.4 No scraping, RPA, or unauthorized access. MIQ will not use scraping, robotic process automation, credential sharing, stealth browser automation, virtual-machine-per-dealership workarounds, or unauthorized access against Client systems. Any future production integration must use authorized exports, an approved secure-transfer channel, or a formal DMS API or integration path that is expressly authorized by the SOW and DPA and consistent with this Section.

7.5 Residency and model-inference boundary. Client Data storage, databases, logs, evidence records, backups, and non-LLM application processing are governed by the DPA. Model-assisted inference is excluded unless the Agreement, SOW, order form, or processing schedule expressly authorizes it and states whether the path is excluded, disclosed cross-border, or verified Canada-resident.

7.6 No public AI tool upload. MIQ will not place Client Data into public AI chat tools, general-purpose developer assistants, or training pipelines.

7.7 No third-party tracking. MIQ will not deploy third-party analytics, session recording, behavioral telemetry, fingerprinting, tracking pixels, advertising pixels, or surveillance tools on Client systems.

7.8 Data participation restriction. Signing this Agreement does not authorize cross-client benchmarking, aggregate anomaly intelligence, commercial aggregate products, lender-facing aggregate products, model training, controlled learning, federated learning, model-weight aggregation, contribution of model updates, or affiliate data contribution. Any such use requires an accepted Data Participation Addendum, SOW, order form, product schedule, or other signed or versioned instrument that expressly activates the specific participation lane. Aggregate intelligence must be marked active or default-on with opt-out available and must identify the applicable cohort floor, suppression rules, revocation treatment, recipient limits, and no-reidentification obligations. Controlled learning or federated learning must be model-family scoped and must identify the model family, eligible signal scope, opt-out mechanism, opt-out effect, cohort and concentration gates, privacy-budget controls, revocation rule, runtime boundary, and evidence requirements.

7.9 Retention and destruction. Client Data retention, destruction, export, offboarding, legal hold, and evidence-record handling are governed by the DPA, SOW, and any applicable evidence schedule.

8. SOP Gate Authorization

8.1 SOW activation. SOP gate support is active only if included in the applicable SOW. Where active, Client authorizes MIQ to define, configure, monitor, test, and report on hard gates, soft gates, audit gates, escalation rules, workflow holds, and related operating controls within the SOW scope.

8.2 Client final decision. MIQ may identify a gate failure, suspended gate, missing approval, unauthorized override, policy mismatch, or control gap. Client remains responsible for final operational decisions and for approving any workflow changes that affect personnel authority, lender communications, OEM communications, customer communications, legal obligations, accounting treatment, or regulatory posture.

8.3 Bypass record. Client will document any bypass, override, disabling, or material alteration of a SOW-governed SOP gate where the bypass affects the Services. Client will not retaliate against personnel for participating in a SOW-governed SOP gate process.

8.4 Implementation responsibility. MIQ is not responsible for loss caused by Client's failure to implement, maintain, or follow a recommended gate unless the SOW expressly assigns implementation responsibility to MIQ and the loss is caused by MIQ's breach.

9. Intellectual Property And Deliverables

9.1 Client Data. Client owns Client Data.

9.2 Provider Materials. MIQ owns its pre-existing materials, software, methods, templates, workflows, schemas, models, prompts, algorithms, scoring methods, evidence methods, documentation, know-how, and other provider materials.

9.3 Deliverable licence. Subject to payment of undisputed fees and the confidentiality restrictions in this Agreement, MIQ grants Client a non-exclusive, non-transferable licence to use Deliverables for Client's internal business purposes.

9.4 Restrictions. Client may not redistribute, publish, sublicense, sell, reverse engineer, or use Deliverables to provide services to third parties without MIQ's prior written consent.

9.5 Feedback. Feedback from Client may be used by MIQ without restriction, provided MIQ does not disclose Client Data or Client Confidential Information.

10. Confidentiality And Dealer Trust

10.1 Use restriction. Each Party will use the other Party's Confidential Information only to perform or receive the Services, administer this Agreement, enforce rights, comply with law, or as otherwise permitted in writing.

10.2 Disclosure restriction. Each Party will disclose Confidential Information only to its personnel, contractors, service providers, and professional advisors who need to know the information and are bound by confidentiality obligations, or as required by law.

10.3 Dealer Findings. Dealer Findings are Client Confidential Information. MIQ will not voluntarily disclose Dealer Findings to a third party except to Client's Authorized Recipients, MIQ personnel and contractors who need access for service delivery, subprocessors authorized under the DPA, or as required by valid legal process under Section 10.5.

10.4 Non-voluntary cooperation. MIQ will not voluntarily cooperate with third-party investigations, audits, or information requests directed at Client or Client operations, including inquiries from regulators, lenders, OEMs, insurers, brokers, industry associations, the press, or any third party not in privity with this Agreement. Voluntary cooperation means any response or production not strictly compelled by valid legal process.

10.5 Lawful compulsion protocol. Upon receipt of any subpoena, production order, search warrant, administrative order, or equivalent legal process concerning Client or Client operations, MIQ will, to the extent legally permitted:

1. notify Client in writing within one (1) business day;
2. provide Client a copy of the process;
3. support reasonable efforts to quash, modify, or narrow the process;
4. produce only the minimum records strictly compelled by the final process; and
5. document the records produced.

If notice is prohibited, MIQ will document the prohibition, seek lawful narrowing where appropriate, and notify Client when legally permitted.

10.6 Counsel-directed work option. At Client's election, a SOW may be conducted as counsel-directed expert work product. That arrangement requires a separate Counsel Direction Addendum signed by Client's counsel and MIQ.

10.7 Client disclosure of own materials. Client may disclose its own MIQ materials at its discretion, subject to law and third-party agreements. Client acknowledges that voluntary disclosure may affect privilege, chain of custody, recipient interpretation, and downstream compelled-production risk.

10.8 Change of control. In an MIQ bankruptcy, receivership, acquisition, or change of control, MIQ or its successor will notify Client where legally permitted. Client may elect termination and destruction of Client Data, subject to lawful retention and legal-hold requirements. Any successor receiving Client Data must agree in writing to the confidentiality, dealer-trust, privacy, and data-destruction obligations in this Agreement.

11. Anomaly Reporting And Evidence Preservation

11.1 Nature of anomaly services. MIQ delivers operational anomaly detection, exception monitoring, evidence preservation, and related analytical services. These Services surface patterns, variances, exceptions, or anomalies in Client operational data and support Client's internal review.

11.2 No accusation. The Services do not characterize conduct as fraudulent, illegal, criminal, dishonest, or otherwise wrongful, and no output is proof of fraud, criminality, civil liability, or legal guilt.

11.3 No external reporting duty. MIQ does not assume any obligation to report findings, anomalies, or patterns to law enforcement, regulators, governmental authorities, lenders, insurers, OEMs, counterparties, consumers, or any other third party. Client remains responsible for legal and regulatory reporting decisions.

11.4 Dealer-only restricted distribution. Client will restrict anomaly notices, reports, and evidence bundles to the Authorized Recipients identified in the SOW for Client's internal dealer-only review. Client will not distribute MIQ anomaly materials to lenders, OEMs, regulators, insurers, employees generally, counterparties, law enforcement, or other third parties without MIQ's prior written consent, except where disclosure is required by law. MIQ will not push anomaly materials to third parties on Client's behalf unless a signed reliance or disclosure instrument, lawful compulsion, or Section 11.5 applies.

11.5 Escalation and serious legal-risk path. When MIQ identifies a high-concern anomaly or anomaly cluster meeting SOW thresholds, MIQ may issue an internal escalation notice to Client's designated senior contact. Client will acknowledge any escalation notice within five (5) business days and provide a review or remediation plan within thirty (30) calendar days.

If MIQ reasonably believes an anomaly creates serious legal or ethical risk involving suspected money laundering, terrorist financing, imminent harm, evidence destruction, lawful compulsion, or a comparable issue where continued service or silence may create unacceptable risk for MIQ, MIQ may preserve evidence, suspend or withdraw from affected Services, and seek legal advice. MIQ will make an external disclosure only through valid legal process under Section 10.5 or, at the minimum necessary scope and with a documented decision of record, to avoid personal criminal exposure of its directors or officers or as a last resort to terminate ongoing material harm to identifiable persons. This Section does not characterize any conduct as unlawful, does not create a general monitoring or external-reporting duty, and does not shift Client's legal or regulatory reporting obligations to MIQ.

11.6 No employment or disciplinary reliance. Client will not use MIQ anomaly outputs as the sole basis for discipline, termination for cause, compensation clawback, public accusation, lender action, insurer action, OEM action, regulatory disclosure, or comparable employment or reputational action.

11.7 Evidence preservation, correction, and retraction. MIQ may maintain an evidence chain consisting of anomaly outputs, supporting input references, escalation notices, acknowledgements, correction notices, retractions, and related materials according to this Agreement, the SOW, the DPA, and MIQ retention policy. If MIQ later determines that an anomaly output contains a material error, MIQ may issue a correction or retraction to the same Authorized Recipients. Client will stop relying on any superseded version after notice.

11.8 Withdrawal right. MIQ may suspend or terminate affected Services immediately on written notice if Client fails to acknowledge escalation, refuses to engage with a serious anomaly, obstructs evidence preservation or review, retaliates against cooperating personnel, or creates unacceptable legal, regulatory, reputational, or ethical risk for MIQ. Suspension or termination does not require MIQ to characterize any conduct as unlawful or wrongful.

12. Warranties And Disclaimers

12.1 Mutual authority. Each Party represents that it is duly organized, has authority to enter this Agreement, and will comply with applicable law in performing its obligations.

12.2 MIQ performance standard. MIQ will perform Services in a professional and workmanlike manner consistent with generally accepted standards for operational consulting and data analytics services.

12.3 Disclaimer. Except as expressly stated, MIQ makes no warranty that any specific operational, financial, legal, tax, accounting, lender, OEM, employment, insurance, regulator, recovery, cash-flow, compliance, or business outcome will be achieved.

13. Limitation Of Liability

13.1 General cap. Except for the carve-outs in Section 13.3, each Party's aggregate liability under this Agreement will not exceed the total fees paid or payable by Client to MIQ during the twelve (12) months immediately preceding the event giving rise to the claim.

13.2 Damages exclusion. Neither Party is liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, or lost business opportunities, except where such exclusion is prohibited by law.

13.3 Carve-outs. The cap and exclusions do not apply to payment obligations, confidentiality breach, misuse of Client Data, misuse of Provider Materials, fraud, wilful misconduct, gross negligence, intentional misconduct, unlawful disclosure, or liability that cannot legally be limited.

13.4 Client Indemnification. Client agrees to fully defend, indemnify, and hold harmless MIQ (and its officers, directors, employees, and affiliates) from and against any and all claims, damages, liabilities, losses, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any third-party claim alleging that the Client Data infringes or misappropriates such third party's intellectual property or privacy rights; (b) any breach by Client of its obligations regarding customer or employee Personal Information; or (c) Client's use of MIQ Deliverables in connection with adverse employment actions, customer actions, or regulatory/legal proceedings in violation of this Agreement.

14. Insurance

14.1 Insurance. MIQ will maintain only the insurance coverage, if any, stated in the applicable SOW, insurance schedule, certificate of insurance, or later written insurance confirmation. No specific insurance type, limit, endorsement, or carrier is promised unless stated in one of those documents.

14.2 Evidence of insurance. If the SOW requires a certificate of insurance, MIQ will provide a certificate after the required coverage is in force.

15. Term, Renewal, Suspension, And Termination

15.1 Term. This Agreement begins on the Effective Date and continues for twelve (12) months unless terminated earlier.

15.2 Renewal. This Agreement renews for successive twelve (12) month terms unless either Party gives written non-renewal notice at least ninety (90) calendar days before the end of the then-current term.

15.3 Termination for breach. Either Party may terminate for material breach if the breach is not cured within thirty (30) calendar days after written notice.

15.4 Suspension. MIQ may suspend Services if Client fails to pay undisputed overdue amounts, provides unsafe or prohibited data, creates an unauthorized access path, materially breaches confidentiality or data obligations, or creates a serious legal, security, or ethical risk for MIQ.

15.5 Immediate termination for anomaly obstruction. MIQ may suspend or terminate affected Services under Section 11.8 without waiting for the ordinary cure period.

15.6 Effect of termination. Termination does not relieve Client of payment obligations for Services performed before termination, undisputed invoices properly issued under the fixed retainer or a Separate Fixed-Scope Service, or confidentiality and data-handling obligations that survive. The 90-day guarantee in Section 6.5 controls any qualifying refund.

15.7 Survival. Sections intended to survive, including fees owed, confidentiality, data handling, intellectual property, usage restrictions, anomaly restrictions, evidence preservation, retention and destruction, limitation of liability, dispute resolution, governing law, and general terms, survive termination.

16. Data Return, Export, And Offboarding

16.1 Offboarding. Upon termination or Client request, MIQ will provide a reasonable export of Client's available analytical outputs, dashboard data, and evidence records in a machine-readable format where technically feasible and subject to this Agreement, the DPA, and the SOW.

16.2 Deletion and retention. Deletion, destruction, retention, backup expiry, legal hold, and destruction confirmation follow the DPA and any applicable SOW or evidence schedule.

16.3 No cross-client export. Exports must not include another client's data.

17. Notices

17.1 Notice method. Notices must be in writing and delivered by email plus one additional method stated in the SOW or signature block.

17.2 MIQ notice contact.

17.3 Client notice contact.

18. Dispute Resolution And Governing Law

18.1 Executive negotiation. The Parties will first attempt good-faith executive negotiation for thirty (30) calendar days.

18.2 Mediation. If the dispute is not resolved by executive negotiation, the dispute will proceed to mediation in Vancouver, British Columbia unless the Parties agree otherwise.

18.3 Court forum. If mediation fails, either Party may pursue litigation only in the court forum specified in Section 18.4.

18.4 Governing law and regulatory responsibility. This Agreement is governed by the laws of the Province in which the Client's principal place of business is located and the federal laws of Canada applicable therein. The Parties attorn to the exclusive jurisdiction of the courts of that Province. Client is responsible for its dealership operations and business decisions under applicable dealer regulation. MIQ remains responsible for legal and regulatory obligations applicable to MIQ's own conduct, services, systems, and data handling. MIQ provides operational intelligence only and does not act as Client's regulator or legal adviser. Nothing in this Section transfers or excludes a Party's non-waivable obligations under applicable law.

19. General

19.1 Independent contractor. MIQ is an independent contractor and is not Client's employee, agent, fiduciary, auditor, legal advisor, tax advisor, accountant, insurance advisor, lender representative, OEM representative, regulator representative, or compliance officer.

19.2 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except to a successor in connection with merger, acquisition, reorganization, or sale of substantially all assets, provided the successor assumes this Agreement in writing. Assignment to a competitor of MIQ or to a party that cannot comply with the dealer-trust and data obligations requires MIQ's prior written consent.

19.3 Amendments. This Agreement may be amended only in a writing signed by both Parties.

19.4 Severability. If any provision is invalid or unenforceable, the remaining provisions remain in effect.

19.5 Counterparts and electronic signatures. This Agreement may be signed electronically and in counterparts.

19.6 English language. The Parties expressly request that this Agreement and all related documents be drawn up in English.

19.7 Entire agreement. This Agreement, each applicable SOW, the DPA, the Source Access Request Agreement, any supplemental Pilot Agreement, and any signed schedules, order forms, and amendments expressly identified as part of the applicable service stack are the entire agreement for the Services and supersede prior discussions about the Services. Their subject-matter precedence is stated in Sections 1.2 through 1.5 and the applicable SOW.

20. Schedules

21. Signatures

Accepted and agreed:

Reliance Record

This is the client signature copy of the MIQ Master Services Agreement. No statement in this Agreement represents outside legal, tax, accounting, insurance, lender, regulator, or professional approval.