MIQ Pilot Agreement

TEMPLATE. This is the current form of the MIQ Pilot Agreement. It is executed per engagement with the particulars completed in the schedules; it is not accepted through the online setup flow.

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

This Pilot 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 Pilot Structure

1.1 Purpose. This Pilot Agreement governs a limited pilot of MIQ's forensic operational intelligence services for Client. The pilot allows Client to evaluate MIQ's source-backed operational analysis, anomaly detection, leakage identification, recovery tracking, and control-support workflow against approved, PII-stripped dealership Operational Data.

1.2 Supplemental pilot instrument. This Pilot Agreement supplements, and does not replace, the Master Services Agreement, Data Processing Agreement, Statement of Work, and Source Access Request Agreement. This Pilot Agreement and Schedule A cannot stand alone as the paid-service contract package. For a paid pilot, the executed SOW controls scope, fees, payment, term, and renewal; Schedule A may restate pilot-specific details but cannot activate or amend those commercial terms by itself.

1.3 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. The executed SOW controls scope, fees, payment, term, renewal, and fee-bearing changes. This Pilot Agreement controls supplemental pilot operations, liability, confidentiality, IP, and termination matters. Schedule A may state pilot-specific recipients, deliverables, timelines, and acceptance criteria, but it cannot create or amend fees, the contracted retainer, or other SOW commercial terms.

1.4 Required paid-start package. No paid pilot Services, and no real Client Data provisioning for the pilot, may begin until the parties execute the Master Services Agreement, Data Processing Agreement, Statement of Work, and Source Access Request Agreement, as well as this supplemental Pilot Agreement where the parties choose to use it. The Source Access Request Agreement is the current MIQ Source Access Agreement form. This Pilot Agreement does not authorize paid services by itself. No recovery, outcome, evidence, or reporting artifact creates a payment obligation.

1.5 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 pilot scope and is not part of the required paid-start package.

2. Definitions

2.1 Authorized Recipients means the Client roles or named individuals approved in Schedule A to receive pilot reports, anomaly notices, findings, evidence notes, dashboards, work queues, or other pilot deliverables.

2.2 Client Data has the meaning given in the DPA.

2.3 Dealer Findings means MIQ findings, reports, anomaly notices, evidence notes, work queues, dashboards, recovery-evidence packages, and related pilot deliverables concerning Client or Client operations.

2.4 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 pilot.

2.5 Pilot Deliverables means the deliverables listed in Schedule A.

2.6 Recovery Receipt means an audit and outcome record tying a finding to source references, corrective action, and supported results. A Recovery Receipt is not invoice authority and does not change any fee.

2.7 Scoped Rooftop means each dealership location, RV location, legal entity, or business unit expressly identified in Schedule A as included in the pilot.

2.8 Capitalized terms used but not defined in this Pilot Agreement have the meanings given in the Master Services Agreement or the DPA.

3. Service Boundary

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 Pilot Agreement.

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 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.

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

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

4. Conditions Before Client Data

4.1 No real Client Data before gate completion. MIQ will not receive, accept into storage, normalize, analyze, or otherwise process real Client export data until all of the following are complete:

1. the Master Services Agreement is signed by both Parties;

2. the Data Processing Agreement is signed or otherwise accepted by both Parties;

3. the Statement of Work is signed by both Parties and states the scoped rooftops, service lanes, authorized data categories, Authorized Recipients, term, fees, and exclusions;

4. the Source Access Request Agreement is signed by both Parties and states the approved sources, exports, transfer manifest, stripping confirmation, and transfer channel;

5. this Pilot Agreement and Schedule A are signed by both Parties;

6. Client identifies a named executive sponsor and a named privacy or security contact;

7. Client confirms in writing that customer PII has been stripped before transfer;

8. the Parties select the model-inference treatment in the DPA or SOW; and

9. any insurance certificate, security exhibit, or written insurance exception required by the SOW is delivered or resolved.

4.2 Default no-model-inference gate. If the pilot package does not expressly authorize model-assisted inference, the pilot runs on deterministic and rule-based processing only.

4.3 Unsafe data stop. If MIQ reasonably believes data includes customer PII, unnecessary employee PII, credentials, full VINs, raw partial VINs in v1, free-text PII, unsafe data, or data outside the agreed scope, MIQ may reject, quarantine, delete, return, suspend processing, or request a replacement export.

5. Pilot Scope

5.1 Selected service lanes only. The pilot includes only the service lanes selected in Schedule A. Potential service lanes include F&I revenue and product-penetration analysis, contracts-in-transit and funding-velocity analysis, floorplan, inventory-aging and cash-flow analysis, lender-routing and reserve-income analysis, warranty, service and repair-order exception analysis, anomaly detection, evidence support, recovery tracking, and final pilot reporting.

5.2 Data categories. Client will provide only the data categories approved in Schedule A and the DPA. Client must remove customer Personal Information and unnecessary employee Personal Information before transfer.

5.3 Pilot term. The pilot term is stated in Schedule A.

5.4 Changes. Material non-fee pilot changes to timeline, deliverables, data inputs, recipients, model inference, aggregate intelligence, controlled learning, evidence rails, SOP gates, or production access require a written Pilot Agreement amendment signed by 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. Schedule A and a generic pilot change cannot change the contracted monthly retainer.

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

6. Client Obligations

6.1 Authority. Client represents that it has authority to provide the approved Operational Data to MIQ and to use the pilot for the purposes stated in this Pilot Agreement and Schedule A.

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

6.3 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. The pilot does not authorize credential sharing, scraping, RPA, stealth browser automation, virtual-machine-per-dealership workarounds, or unauthorized access.

6.4 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.

6.5 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 Pilot Deliverable.

6.6 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.

7. Fees, Taxes, And Payment

7.1 Pilot fee treatment. A no-fee supplemental pilot may state a CAD $0 pilot fee in Schedule A. A recurring paid retainer is activated only by the executed MSA and SOW; Schedule A may restate, but does not create or amend, that fee. Paid-pilot invoicing, payment due dates, term, renewal, and termination are governed by the MSA and SOW, not this Pilot Agreement standing alone.

7.2 Continuous-volume monthly retainer. Where the executed MSA and SOW activate a recurring paid 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). Count retail new and used units, including fleet units, and exclude wholesale disposals, dealer trades, and inter-company transfers.

For a multi-rooftop Client, the group pays the sum of the per-rooftop formula quotes less the applicable discount: 1 to 2 rooftops at list price; 3 to 5 at 10 percent; 6 to 10 at 15 percent; and 11 or more 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. Identified annual savings is ROI evidence only; it does not enter the pricing formula.

7.3 Contracted retainer fixed for the term. The executed SOW records the measurement window, per-rooftop units, 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 and are 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. The formula determines price only and does not activate or expand pilot scope. Any scope, entity, or rooftop addition or removal that changes fees requires a countersigned SOW amendment and does not silently reprice an existing Scoped Rooftop during the term.

7.4 Recovery evidence has no invoice authority. A Recovery Receipt, recovery-evidence package, outcome report, or recovery statement supports auditability and outcome proof only. It does not establish a fee, change the contracted monthly retainer, create an invoice, or create a post-termination payment right.

7.5 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 paid pilot begins, Client may exercise the guarantee by written notice no later than day ninety (90). MIQ will refund the retainer fees actually paid for the guarantee period within thirty (30) calendar days after exercise. Exercise ends the paid pilot. No recovery evidence or outcome record creates or preserves a payment obligation after exercise.

7.6 Taxes and expenses. Fees are stated and payable in Canadian dollars. Taxes are added as required by law. MIQ will not charge reimbursable expenses unless Schedule A or a written pre-approval states the expense category and approval path.

8. Data Handling, Privacy, And Security

8.1 DPA controls. The DPA governs Client Data handling. If this Pilot Agreement, Schedule A, or another 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.

8.2 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, emails, telephone numbers, Social Insurance Numbers, driver's licence numbers, other government 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.

8.3 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 Schedule A and the DPA expressly permit a different treatment.

8.4 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 this Pilot Agreement, Schedule A, an order form, or a processing schedule expressly authorizes it and states whether the path is excluded, disclosed cross-border, or verified Canada-resident.

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

8.6 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.

8.7 Aggregate and controlled-learning restriction. Signing this Pilot 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. Aggregate intelligence requires a separate signed Data Participation Addendum, SOW, order form, or product schedule that expressly activates aggregate participation or marks it default-on with opt-out available. Controlled learning or federated learning requires a signed or versioned controlled-learning instrument that identifies 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.

9. Pilot Deliverables And Acceptance

9.1 Pilot Deliverables. Unless Schedule A states otherwise, MIQ will provide:

1. kickoff data-specification call or written intake confirmation;

2. data-ingestion and PII-stripping confirmation;

3. pilot finding queue, finding log, report, dashboard, or equivalent structured output;

4. periodic review meetings at the cadence stated in Schedule A;

5. final pilot report or closeout briefing identifying source-backed operational findings, caveats, disputed items, and recommended next actions; and

6. offboarding or closeout summary covering retained data, destruction schedule, and any open recovery-evidence or outcome-proof items.

9.2 Finding minimum. Each client-facing finding should include a source reference, method or algorithm identity, material assumptions or parameters, confidence or severity level, benchmark comparison where applicable, recommended action, and claim tag. If a mandatory field is unavailable, the output remains a non-deliverable internal signal and must not be delivered as a client-facing finding.

9.3 Acceptance. Pilot Deliverables are accepted when Client approves them in writing, uses them in operations, or does not provide a good-faith written rejection within the acceptance period stated in Schedule A. If Schedule A does not state an acceptance period, the period is ten (10) business days after delivery.

9.4 Corrections. If MIQ later determines that a Pilot Deliverable 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.

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 pilot, administer this Pilot 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.

10.4 Lawful compulsion. Upon receipt of subpoena, production order, search warrant, administrative order, or equivalent legal process concerning Client or Client operations, MIQ will, to the extent legally permitted, notify Client, provide a copy of the process, support reasonable narrowing, produce only records strictly compelled by the final process, and document the records produced.

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. MIQ services and Pilot Deliverables 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 notes to the Authorized Recipients identified in Schedule A 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.

11.5 Escalation and serious legal-risk path. When MIQ identifies a high-concern anomaly or anomaly cluster meeting Schedule A 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 pilot services, and seek legal advice. MIQ will make an external disclosure only through valid legal process under Section 10.4 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.

12. Intellectual Property And Deliverables

12.1 Client Data. Client owns Client Data.

12.2 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.

12.3 Deliverable licence. Subject to payment of undisputed fees and the confidentiality restrictions in this Pilot Agreement, MIQ grants Client a non-exclusive, non-transferable licence to use Pilot Deliverables for Client's internal pilot evaluation and operational review.

12.4 Restrictions. Client may not redistribute, publish, sublicense, sell, reverse engineer, benchmark for a competing service, or use Pilot Deliverables to train or improve an AI or machine-learning model without MIQ's prior written consent.

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

13. Insurance

13.1 Insurance. MIQ will maintain only the insurance coverage, if any, stated in Schedule A, an 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.

13.2 Evidence of insurance. If Schedule A requires a certificate of insurance, MIQ will provide a certificate after the required coverage is in force.

13.3 Insurance condition. If Schedule A makes insurance a condition before Client Data transfer, MIQ is not required to accept real Client Data until that condition is satisfied or waived in writing by both Parties.

14. Limitation Of Liability

14.1 General cap. Except for the carve-outs in Section 14.3, each Party's aggregate liability arising from the pilot will not exceed the total fees paid or payable by Client to MIQ under the executed SOW for the pilot during the twelve (12) months immediately preceding the event giving rise to the claim.

14.2 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.

14.3 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.

14.4 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 Pilot Deliverables in connection with adverse employment actions, customer actions, or regulatory/legal proceedings in violation of this Pilot Agreement.

14.5 DPA. The DPA controls to the extent it states a different rule for privacy, security, breach, Client Data, return, export, retention, or destruction.

15. Term, Suspension, And Termination

15.1 Term. This Pilot Agreement begins on the Effective Date and continues for the pilot term stated in Schedule A unless terminated earlier.

15.2 Termination for convenience. Either Party may terminate the pilot on ten (10) business days' written notice unless Schedule A states a different notice period.

15.3 Termination for breach. Either Party may terminate for material breach if the breach is not cured within ten (10) business days after written notice.

15.4 Suspension. MIQ may suspend pilot 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, refuses to engage with high-concern anomalies through the named senior contact, obstructs evidence preservation or data-quality review, or creates a serious legal, security, privacy, ethical, or reputational risk for MIQ.

15.5 DPA dependency. If the DPA is terminated or no longer applies to Client Data, MIQ may suspend or terminate affected pilot services immediately.

15.6 Effect of termination. Termination does not relieve Client of payment obligations for pilot services performed or undisputed invoices issued under the executed MSA and SOW (as restated, where applicable, in Schedule A) before termination, or of confidentiality and data-handling obligations that survive. Recovery evidence does not create a post-termination payment right.

15.7 Offboarding. On termination, MIQ will cease processing Client Data except as necessary for wind-down, return, export, retention, destruction, legal hold, billing, audit, evidence integrity, or dispute-resolution obligations stated in this Pilot Agreement and the DPA.

15.8 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. Notices

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

16.2 MIQ notice contact.

16.3 Client notice contact.

17. Dispute Resolution And Governing Law

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

17.2 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.

17.3 Court forum. If mediation fails, either Party may pursue litigation only in the court forum specified in Section 17.4.

17.4 Governing law and regulatory responsibility. This Pilot 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.

18. General

18.1 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.

18.2 Assignment. Neither Party may assign this Pilot 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 Pilot Agreement in writing.

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

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

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

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

18.7 Entire agreement. The Master Services Agreement, Data Processing Agreement, executed Statement of Work, Source Access Request Agreement, this Pilot Agreement, Schedule A, and any signed schedules or amendments together form the entire agreement for the pilot and supersede prior discussions about the pilot. Their order of precedence is stated in Section 1.3.

19. Signatures

Accepted and agreed:

Schedule A: Pilot Statement Of Work

Schedule B: Data Processing Agreement

The MSA, DPA, SOW, and Source Access Request Agreement must all be executed before MIQ receives real Client export data. If no model-inference election is selected in the SOW or DPA, model-assisted inference over Client Data is excluded.

Schedule C: Data Export And PII-Stripping Requirements

Client must provide only minimized, authorized, PII-stripped operational exports under the Source Access Request Agreement. Client must use a dealer-side stripping tool or workflow before transfer, and MIQ must apply its independent intake screen before accepting an export into storage. Minimum excluded fields include:

1. customer name;

2. customer address;

3. customer phone number;

4. customer email address;

5. Social Insurance Number or other government identifier;

6. driver's licence number;

7. credit bureau report or score;

8. bank account number or payment card number;

9. date of birth;

10. full VIN and raw partial VIN in v1 unless separately approved in writing; and

11. employee name, employee personal information, or code-to-person key unless separately approved in writing.

Schedule D: Security And Insurance Exhibit

Attach or identify, where applicable:

1. MIQ security FAQ or current security exhibit;

2. DPA subprocessor table or subprocessor register;

3. current E&O or professional-liability certificate if required by Schedule A;

4. cyber coverage certificate if required by Schedule A;

5. incident contact and breach-notice contact;

6. named MIQ pilot owner; and

7. named Client executive sponsor and privacy or security contact.

Reliance Record

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