Dealer Platform Agreement

Agreement and Parties

This Dealer Platform Agreement ("Agreement") is entered into between RideFirst Finance ("RideFirst," "we," "us," or "our"), a business operating in Alberta, Canada, and the powersports dealership that has applied for and been approved for platform access ("Dealer," "you," or "your").

This Agreement governs the Dealer's access to and use of the RideFirst Finance dealer portal, DMS features, marketplace listings, lead management tools, and any related services (collectively, the "Platform").

This Agreement is effective upon activation of a dealer account or, where applicable, upon execution of an individual dealer onboarding document that references these terms.

Platform Access and Dealer Account

Upon approval and payment of applicable fees, RideFirst Finance will provision a dealer account including a unique dealer slug, portal access credentials, and the features associated with the Dealer's subscription tier.

Account Security

The Dealer is responsible for:

• Maintaining the confidentiality of all login credentials for the dealer portal, sales staff portal, and service portal
• Restricting access to authorized staff only
• Promptly notifying RideFirst Finance of any unauthorized access or suspected security breach at support@ridefirstfinance.ca
• All actions taken under the Dealer's account credentials, whether or not authorized by the Dealer

Authorized Users

The Dealer may add sales staff and service staff accounts within the limits of their subscription tier. Each staff member's access and activity is the Dealer's responsibility. Staff accounts must only be created for active, employed individuals at the dealership.

Subscription Fees and Payment

Monthly Subscription

Platform access is provided on a monthly subscription basis. Current pricing is as follows:

RideFirst Finance reserves the right to introduce additional tiers or adjust pricing with 30 days' written notice to the Dealer. Fee changes will not apply mid-billing-cycle.

Billing and Payment

• Subscriptions are billed monthly in advance
• Payment terms and methods will be confirmed during onboarding
• Accounts with outstanding balances beyond 15 days may be suspended
• All fees are in Canadian dollars and are non-refundable except as expressly stated in this Agreement

Cancellation

The Dealer may cancel their subscription at any time with 30 days' written notice. Upon cancellation, access continues through the end of the current billing cycle. No partial-month refunds will be issued.

Platform Features and License

Subject to the terms of this Agreement and timely payment of subscription fees, RideFirst Finance grants the Dealer a limited, non-exclusive, non-transferable, revocable license to access and use the Platform features included in their subscription tier.

Platform features may include:

• DMS Portal: CRM, customer records, deal jacket management, service ticketing
• Inventory Management: Unit listing builder, photo editor, feed import/export
• F&I Calculator: Payment estimator with insurance and protection product integration
• Lead Inbox: Consumer lead routing with configurable assignment rules
• Analytics Dashboard: Inventory, lead, and sales performance reporting
• AI Assistant: AI-powered chat tool for DMS navigation and deal assistance
• RideMarket Listings: Public-facing marketplace listing for dealer inventory
• Trade Block: Dealer-to-dealer unit trading network (subject to Trade Block Terms)
• Inventory Feed API: JSON feed of public inventory for external syndication

Features may change over time. We will provide reasonable notice of any material feature removals.

Inventory and Listings

The Dealer is solely responsible for all inventory data submitted to the Platform, including accuracy of pricing, specifications, photos, condition disclosures, and availability.

• Dealers must not list units that are sold, unavailable, or misrepresented in any material way
• All listed pricing must reflect legitimate asking prices — "bait and switch" listings are prohibited
• Photos must accurately represent the specific unit being listed
• Dealers grant RideFirst Finance a non-exclusive, royalty-free license to display, reproduce, and syndicate listing content for the purpose of operating the marketplace and feeds
• RideFirst Finance may remove listings that violate these terms or our Acceptable Use Policy without notice

Lead Management and Consumer Data

Consumer leads delivered through the Platform to the Dealer are intended solely for the purpose of facilitating legitimate vehicle sales and financing transactions with that consumer.

• Dealers must not sell, share, or transfer consumer lead data to any third party not directly involved in fulfilling the consumer's inquiry
• Dealers must handle all consumer data in accordance with applicable Canadian privacy law, including PIPEDA
• Consumer data obtained through the Platform may not be used for unsolicited marketing unrelated to the consumer's original inquiry without the consumer's explicit consent
• Upon termination of this Agreement, the Dealer must cease using consumer data sourced through the Platform for any new outreach

Financing Facilitation

Where the Dealer participates in RideFirst Finance's consumer financing program:

• The Dealer agrees to treat financing applicants fairly and in accordance with applicable lending regulations
• The Dealer must not misrepresent financing terms to consumers
• Any financing rates, products, or terms presented to consumers through the Platform must be accurate and currently available
• The Dealer acknowledges that RideFirst Finance is a financing facilitator and not the lender of record — final financing decisions and terms are governed by the applicable lender's agreements
• The Dealer must comply with all applicable requirements of any lender whose products are offered through the Platform

F&I Products and Partner Services

The Platform may include F&I (Finance and Insurance) product offerings from RideFirst Finance's partner providers, such as extended warranties, GAP coverage, credit insurance, and accessories financing.

• F&I products are offered by third-party providers. Terms, pricing, and availability are governed by those providers' agreements.
• Dealers must accurately represent F&I product terms and pricing to consumers
• Any remuneration or commissions earned by the Dealer through F&I product sales are subject to the applicable partner provider's dealer agreement
• RideFirst Finance is not liable for the performance, claims handling, or financial obligations of any F&I product provider

Dealer Obligations and Conduct

By using the Platform, the Dealer agrees to:

• Maintain all required business licenses, registrations, and permits to operate as a powersports dealer in their province
• Conduct business in a professional and ethical manner consistent with industry standards
• Respond to consumer leads within a reasonable timeframe (we recommend within one business day)
• Comply with all applicable federal and provincial laws, including the Competition Act, consumer protection legislation, and anti-spam legislation (CASL)
• Not use the Platform or its features for any fraudulent, deceptive, or unlawful purpose
• Not attempt to circumvent, reverse-engineer, or exploit any aspect of the Platform's infrastructure
• Not use the Platform to disparage, defame, or misrepresent any other dealer, business, or individual

Data Ownership and Privacy

Dealer Data

The Dealer retains ownership of all business data they input into the Platform (inventory records, customer records, deal data, service records). RideFirst Finance uses this data solely to provide Platform services to the Dealer.

Platform Data

RideFirst Finance retains ownership of aggregated, anonymized platform usage data, marketplace performance data, and any data generated by the Platform's own systems (e.g., analytics, feed logs). This data may be used to improve the Platform, report to partners, and operate the business — without identifying individual dealers.

Data Export

Upon written request, RideFirst Finance will provide the Dealer with an export of their business data in a standard format within a reasonable timeframe, subject to technical feasibility.

Data Security

RideFirst Finance employs reasonable technical and organizational measures to protect data stored on the Platform. However, no system is entirely secure and we cannot guarantee absolute security.

Confidentiality

Each party may have access to confidential information of the other during the term of this Agreement. Both parties agree to:

• Keep confidential information of the other party strictly confidential
• Not disclose confidential information to any third party without prior written consent
• Use confidential information only for the purposes of performing under this Agreement

"Confidential Information" includes pricing structures, platform architecture details, dealer-specific business data, consumer data, and any information designated as confidential. This obligation survives termination of this Agreement for a period of three (3) years.

Intellectual Property

All software, design, branding, algorithms, and other technology comprising the RideFirst Finance Platform is the exclusive intellectual property of RideFirst Finance and is protected by Canadian and international intellectual property law.

The Dealer is granted a limited license to use the Platform as described in this Agreement. This license does not include the right to:

• Copy, reproduce, or create derivative works from any Platform code, design, or content
• Reverse-engineer or decompile any aspect of the Platform
• Sublicense or transfer Platform access to any third party
• Use RideFirst Finance or RideMarket branding without written consent, except as provided for in standard dealer listing embeds

Disclaimer and Limitation of Liability

The Platform is provided on an "as is" basis. RideFirst Finance does not warrant that the Platform will be uninterrupted, error-free, or suitable for any particular business purpose. We are not responsible for:

• Errors or inaccuracies in dealer-submitted data
• Loss of revenue, leads, or business opportunities arising from Platform downtime or errors
• Decisions made by lenders or F&I product providers
• Disputes between the Dealer and consumers, lenders, or other dealers

To the maximum extent permitted by law, RideFirst Finance's total liability to the Dealer under this Agreement shall not exceed the total subscription fees paid by the Dealer in the three months preceding the claim.

In no event shall either party be liable for indirect, incidental, consequential, or punitive damages, regardless of the form of action or the basis of the claim.

Term, Suspension, and Termination

Term

This Agreement commences upon dealer account activation and continues on a month-to-month basis unless terminated as provided herein.

Termination by Dealer

The Dealer may terminate this Agreement with 30 days' written notice. Access will continue through the end of the current billing cycle.

Termination by RideFirst Finance

RideFirst Finance may terminate this Agreement immediately, without notice, if the Dealer:

• Materially breaches this Agreement and fails to cure the breach within 10 days of notice
• Engages in fraudulent, deceptive, or unlawful conduct
• Misuses consumer data
• Fails to pay subscription fees after 15 days' notice
• Ceases to hold required dealer licenses

Suspension

RideFirst Finance may suspend Dealer access pending investigation of a potential breach or for non-payment, without prejudice to its right to terminate.

Effect of Termination

Upon termination, the Dealer's access to the Platform will be revoked. The Dealer may request a data export within 30 days of termination. After 30 days, data may be deleted from our systems. Provisions relating to data privacy, confidentiality, IP, and liability survive termination.

Governing Law and Disputes

This Agreement is governed by the laws of the Province of Alberta and applicable federal laws of Canada. Any dispute arising under this Agreement shall be resolved as follows:

• Good faith negotiation: The parties shall first attempt to resolve any dispute through good-faith discussions within 30 days of written notice of the dispute.
• Mediation: If negotiation fails, the parties agree to attempt mediation before initiating legal proceedings.
• Jurisdiction: Any unresolved disputes shall be submitted to the courts of Alberta, and both parties consent to the exclusive jurisdiction of those courts.

General Provisions

• Entire Agreement: This Agreement, together with any onboarding documentation, constitutes the entire agreement between the parties regarding Platform access and supersedes all prior discussions or representations.
• Amendments: RideFirst Finance may update these terms with 30 days' written notice. Continued use of the Platform after the effective date constitutes acceptance.
• Assignment: The Dealer may not assign or transfer this Agreement without written consent from RideFirst Finance. RideFirst Finance may assign this Agreement in connection with a business transfer or acquisition.
• Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce that provision in the future.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control.
• Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, employment, agency, or joint venture relationship.

Contact and Notices

All notices under this Agreement must be in writing. Notices to RideFirst Finance should be sent to:

Notices sent by email are deemed received on the next business day following transmission.