Extended Service Subscription

Terms & Conditions

A. SiriusXM requires the use of data that exists in the dealer’s dealer management system (DMS), including retail purchaser data, to activate dealer demonstration service on dealer’s inventory of Eligible’s Vehicle and its retail purchasers’ SiriusXM complementary trial service, and to communicate with customers regarding the Program and options to extend or continue SiriusXM services following their trial or Program.

B. Dealer authorizes its data management service (“DMS”) provider to send and share with SiriusXM its DMS data on an on-going basis for use in connection with the Program. Dealer understands SiriusXM agrees to use dealer’s DMS data to facilitate the Program.

C. Dealer agrees to take all necessary action required to provide such access and represents and warrants that it is authorized under applicable Canadian privacy laws and complies with Canadian privacy laws in permitting such access for the purposes of enabling and administering the Program. Dealer represents and warrants that it implements reasonable administrative, technical, and physical safeguards to protect its customers’ personal information, including protection from unauthorized access and anticipated threats or hazards to such customer information. Dealer agrees that this shall not prevent SiriusXM from obtaining and using the same or similar data obtained from third parties, including customers, without restriction. Dealer also understands that SiriusXM relies on its sources for the accuracy and reliability of its information, and therefore can only assume responsibility for data from Dealer that is accurate, complete and reliable.

D. Dealer understands it may discontinue its participation in this Program at any time upon 30 days written notice to Sirius XM Canada Inc., Attention: OEM, 351 King Street East, 10th Floor, Toronto, ON, M5A 0L6; or via email at: oem@siriusxm.ca. SiriusXM may terminate Dealer participation immediately at any time upon thirty (30) days written notice to Dealer or immediately upon a material breach by Dealer of these terms and conditions. In the event Dealer discontinues its participation in this Program, the parties agree and acknowledge that Dealer shall stop selling Extended Service Subscriptions and that any pre-purchased in bulk Extended Service Subscriptions shall not be returned to Dealer.

E. All Program payments collected by the Dealer shall be treated as fiduciary funds held in trust for SiriusXM and shall not form part of the Dealer’s estate in bankruptcy or insolvency proceedings. SiriusXM reserves the right to: a) require advance payments or security deposits from the Dealer; or 2) remove or deactivate Dealer from the Program for unpaid accounts. If dealer becomes insolvent, ceases business, or is otherwise unable to remit payments, Dealer shall provide prompt notice to SiriusXM of such event to the address provided at section D above, and via email at oem@siriusxm.ca.

F. Indemnification: The Dealer shall indemnify, defend, and hold harmless SiriusXM, its affiliates, and their respective officers, directors, employees, and agents (collectively “Indemnitees”) from and against any and all claims, damages, losses, liabilities, penalties, costs, and expenses (including reasonable legal costs) arising out of or in connection with a) Dealer’s failure to disclose to customers that the 3-Year Extended Service Subscription is non-refundable and non-transferable; b) Dealer’s failure to present SiriusXM’s Customer Agreement and Privacy Policy to the customer prior to customer’s purchase of the Extended Service Subscription; c) Dealer’s failure to comply with applicable laws implicated herein; and c) any misrepresentation or omission by the Dealer in connection with the Program. This indemnification shall survive the termination of the Dealer’s participation in the Program.

G. Dispute Resolution and Governing Law

The parties agree to make reasonable efforts to resolve any dispute, controversy, or claim arising out of or relating to this Authorization Form or the Dealer’s participation in the Program, including its interpretation, performance, breach, or termination (“Dispute”), through good-faith negotiations.
If the parties are unable to resolve the Dispute within thirty (30) days of written notice by either party, the Dispute shall be submitted to binding arbitration conducted in accordance with the Arbitration Act, 1991 (Ontario), or any successor legislation. The arbitration shall be held in Toronto, Ontario, before a single arbitrator mutually agreed upon by the parties. The language of the arbitration shall be English.
Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction in Toronto, Ontario to prevent the actual or threatened misuse of confidential information, infringement of intellectual property rights, or breach of trust relating to fiduciary funds.
This Authorization Form shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law principles.

H. Limitation of Liability

Except for liabilities arising from gross negligence, willful misconduct, fraud, or breaches of Sections B through F (inclusive), neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising from or related to this Agreement, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. SiriusXM’s aggregate liability under this Program shall not exceed the total Program fees received by SiriusXM from the Dealer in the twelve (12) months preceding the event giving rise to the claim.

I. Force Majeure

Neither party shall be held liable for any delay or failure in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, labor strikes, pandemics, natural disasters, or telecommunications disruptions. Affected parties shall provide written notice within ten (10) days of the occurrence and shall make reasonable efforts to mitigate the impact.