By enrolling in, accessing, or participating in the Incentive Rewards Program, each Participant acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.

1. Definitions
• The “Program” means the SiriusXM Canada Inc. Incentive Rewards Program described in these Terms and Conditions, as amended, suspended, or terminated by SiriusXM from time to time.
• “SiriusXM” means Sirius XM Canada Inc. and its affiliates, successors, and assigns, as applicable.
• “Participant” means an individual whom SiriusXM has approved to participate in the Program and whose participation has not been suspended or terminated.
• “Participating Partner” means a distributor, dealer, retailer, or other business partner that SiriusXM has approved for inclusion in the Program.
• “Services” has the meaning given in Section 5.
• “Site” means the Program website designated by SiriusXM, currently located at www.SiriusXM.ca/Rewards, together with any successor website, application, or portal designated by SiriusXM.
• “Fee” means the incentive payment, spiff, or other compensation that SiriusXM, in its sole discretion, determines is earned by a Participant for validated Services under the Program.

2. Program Overview
1. The Program is a pay-for-performance incentive program administered by SiriusXM for eligible employees and agents of Participating Partners in Canada. Subject to these Terms and Conditions, SiriusXM may offer Participants the opportunity to earn Fees in connection with qualifying sales, activations, or other Program activities designated by SiriusXM.
2. Nothing in the Program guarantees any minimum volume, payment, level of participation, continued availability, or future earning opportunity. All Program features, criteria, targets, and payments are subject to SiriusXM validation and these Terms and Conditions.

3. Eligibility
1. To be eligible to participate, an individual must at all times: (a) be an employee or authorized agent of a Participating Partner in good standing; (b) have reached the age of majority in their province or territory of residence; (c) reside in Canada, unless SiriusXM expressly approves otherwise in writing; (d) satisfy any additional eligibility criteria, training, verification, compliance, and onboarding requirements established by SiriusXM from time to time; and (e) not be prohibited from participation by applicable law, the policies of the Participating Partner, or SiriusXM policy.
2. Eligibility is determined by SiriusXM in its sole discretion. SiriusXM may request proof of identity, age, employment or agency status, residence, authority, and any other information reasonably required to validate eligibility or continued participation.
3. A person is not eligible to participate if their participation would conflict with the rules, policies, or contractual obligations of their employer, principal, or any applicable law. Each Participant is solely responsible for obtaining any approvals required from their employer or principal before participating.

4. Registration and Account Administration
1. To register, an eligible individual must complete the registration process through the Site and provide all information requested by SiriusXM, which may include full name, email address, date of birth, Participating Partner name, employment location, and other verification information.
2. The Participant represents and warrants that all registration and account information is true, accurate, current, and complete, and agrees to promptly update such information if it changes.
3. SiriusXM may accept or reject any registration, create, suspend, limit, or deactivate any account, and require re-verification at any time in its sole discretion.
4. If a Participant’s employment or agency relationship with a Participating Partner ends, is suspended, or materially changes, the Participant and/or Participating Partner must promptly notify SiriusXM. SiriusXM may immediately suspend Site access and Program eligibility upon such event.
5. Participants are responsible for maintaining the confidentiality of account credentials and for all activity occurring through their accounts. SiriusXM is not liable for unauthorized access resulting from a Participant’s failure to safeguard credentials.

5. Services and Qualifying Activities
1. In order to be considered for a Fee, a registered Participant must perform the Program activities designated by SiriusXM for the applicable Participating Partner relationship (collectively, the “Services”). SiriusXM may establish different Services, targets, validation rules, qualifying windows, and payment rates for different channels, partners, products, campaigns, regions, or periods.
2. Without limiting SiriusXM’s discretion, Services may include one or more of the following:
3. For distributor relationships: achieving predetermined sales targets during a specified period, where “sales” may be defined by SiriusXM as sell-through to approved retailer partners or on any other basis communicated by SiriusXM.
4. For dealer or retail relationships: selling and activating qualifying SiriusXM radios, vehicles, subscriptions, or related products within a specified period in accordance with Program requirements.
5. The Participant must upload required Radio IDs, activation details, proof of sale, or other supporting records to the Site in the format and within the timelines specified by SiriusXM. SiriusXM may reject late, incomplete, inaccurate, duplicate, fraudulent, unverifiable, or otherwise non-compliant submissions.
6. Only activities validated by SiriusXM, in its sole discretion, will be eligible for a Fee. SiriusXM’s books, systems, reporting, and validation determinations will control in the event of any discrepancy, absent manifest error.
7. SiriusXM may exclude from qualification any returns, cancellations, chargebacks, reversals, self-dealing transactions, non-arm’s-length transactions, duplicate claims, suspicious activity, policy violations, or transactions that SiriusXM believes do not reflect genuine end-customer demand or proper Program participation.

6. Program Term; Changes; Suspension; Termination
1. The Program is scheduled to commence on April 1, 2026 and continue for an initial term of one (1) year, unless earlier modified, suspended, or terminated by SiriusXM. Thereafter, the Program may renew for successive one-year periods unless SiriusXM elects not to renew, in which case SiriusXM shall provide Participant with at least thirty (30) days’ notice prior to the cancellation of the Program. The initial term plus any renewal terms is collectively the “Term”.
2. Notwithstanding the foregoing, SiriusXM may, at any time and in its sole discretion, without liability except for Fees validly earned and owing for completed qualifying Services before the effective date of the applicable change: (a) amend these Terms and Conditions; (b) change Program mechanics, Services, targets, qualifying criteria, payment rates, eligible products, participating partners, timing, validation rules, or payment methods; (c) suspend or discontinue all or part of the Program; or (d) suspend or terminate any Participant’s participation.
3. Where practicable, SiriusXM will provide advance notice of material adverse changes by email or through the Site. However, SiriusXM may implement changes immediately where reasonably necessary for legal, operational, security, fraud-prevention, business, or compliance reasons.
4. SiriusXM may suspend or terminate a Participant’s participation immediately, with or without notice, if SiriusXM believes that the Participant has violated these Terms and Conditions, engaged in misconduct, submitted inaccurate information, failed to remain eligible, or engaged in fraud, abuse, or behavior that may harm SiriusXM, a Participating Partner, or the Program.

7. Fees, Validation, Payment, Set-Off, and Clawback
1. A Participant will only be entitled to a Fee if and to the extent SiriusXM determines that the applicable Services were fully performed, properly documented, timely submitted, validated, and compliant with the Program. SiriusXM has sole discretion to determine whether any Fee has been earned and the amount of any Fee, subject only to applicable law.
2. Unless SiriusXM specifies otherwise in writing, Fees will be calculated monthly for qualifying Services relating to the prior month and paid by reloadable prepaid card or by another payment method designated by SiriusXM. Prepaid cards and payment services are subject to additional issuer or supplier terms and conditions, for which SiriusXM is not responsible.
3. SiriusXM may condition payment on completion of required tax, identity, anti-fraud, sanctions, compliance, or card-enrollment steps and may withhold, delay, or decline payment pending satisfactory completion of those steps.
4. No Fee is earned in respect of transactions or activities that are reversed, refunded, cancelled, charged back, duplicated, determined to be invalid, or otherwise fail SiriusXM validation requirements, even if initially submitted or provisionally credited.
5. If SiriusXM pays any amount in error, overpays any Fee, or later determines that a previously paid Fee was not properly earned, SiriusXM may recover that amount by set-off against future Fees, by debiting or reducing the Participant’s prepaid card balance where permitted, or by requiring repayment from the Participant.
6. Participants are solely responsible for all taxes, remittances, reporting obligations, banking or card fees, and other charges arising from Program participation or receipt of Fees, except to the extent SiriusXM is required by law to withhold or remit amounts.
7. Upon reasonable written request made within sixty (60) days after a payment statement is made available, SiriusXM may provide a summary of the basis on which a payment was calculated; provided that SiriusXM will not be required to disclose proprietary systems, confidential business information, information relating to other participants, or fraud-prevention protocols.

8. Participant Responsibilities and Compliance
1. Each Participant shall: (a) perform Services honestly, professionally, and in compliance with all applicable laws; (b) comply with all SiriusXM instructions and Program materials; (c) comply with the policies, procedures, and compensation restrictions of the applicable Participating Partner; (d) avoid deceptive, unfair, misleading, or aggressive sales or marketing practices; and (e) maintain complete and accurate records relating to Program submissions for at least twenty-four (24) months after the relevant activity.
2. Participants must not manipulate transactions, submit another person’s transactions, split transactions to increase incentives, recycle inventory, create fictitious or duplicate submissions, or otherwise attempt to improperly influence Program results.
3. A Participant must promptly notify SiriusXM of any suspected fraud, misuse, security incident, data issue, employer restriction, or other matter that could affect Program integrity or the Participant’s eligibility.

9. Privacy
1. SiriusXM will collect, use, disclose, transfer, retain, and otherwise process personal information provided in connection with the Program in accordance with SiriusXM’s privacy policy, as updated from time to time, and applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act and substantially similar provincial legislation where applicable.
2. By participating, the Participant consents to the processing of personal information reasonably necessary to administer the Program, verify eligibility, validate transactions, prevent fraud, make payments, respond to disputes, comply with legal obligations, and enforce these Terms and Conditions.
3. The Participant represents that they have obtained all consents and authorizations required for any personal information, customer information, or other data submitted to SiriusXM through the Site and will not upload information that SiriusXM has not requested or that the Participant is not authorized to disclose.

10. Confidentiality
1. In connection with the Program, each party (the “Receiving Party”) may receive non-public, proprietary, business, technical, operational, financial, personal, or other confidential information of the other party (the “Disclosing Party”), including information relating to products, systems, software, applications, databases, incentives, business processes, customers, partners, employee data, manuals, reports, fraud controls, and third-party confidential information (collectively, “Protected Information”).
2. The Receiving Party shall keep Protected Information strictly confidential, use it only as necessary for permitted Program purposes, protect it using at least a reasonable standard of care, and not disclose it except to personnel or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set out herein.
3. Protected Information does not include information that the Receiving Party can demonstrate: (a) was publicly available through no breach of these Terms and Conditions; (b) was lawfully known to the Receiving Party without restriction before disclosure; or (c) was lawfully received from a third party without breach of any duty.
4. If disclosure of Protected Information is required by law or court order, the Receiving Party shall, to the extent legally permitted and reasonably practicable, provide prompt notice to the Disclosing Party and reasonably cooperate, at the Disclosing Party’s expense, with efforts to seek confidential treatment or limit disclosure.
5. All Protected Information remains the property of the Disclosing Party. Upon request, the Receiving Party shall promptly return or securely destroy Protected Information, subject to legal retention obligations. The obligations in this Section survive termination or expiry of the Program for five (5) years, and indefinitely with respect to trade secrets and personal information where required by law.

11. Intellectual Property; Publicity; Trademark Restrictions
1. SiriusXM and its licensors retain all right, title, and interest in and to the Program, the Site, all related materials, and all SiriusXM names, logos, trademarks, service marks, software, content, and data. No licence or other right is granted except the limited, revocable right to access and use the Site solely for authorized participation in the Program.
2. Participants may not issue press releases, make public statements, use SiriusXM branding, or imply endorsement, affiliation, or sponsorship by SiriusXM, except with SiriusXM’s prior written consent.
3. Participants shall not copy, reverse engineer, scrape, interfere with, or misuse the Site or any SiriusXM systems or materials, except to the limited extent such restriction is prohibited by applicable law and cannot be excluded by agreement.

12. Relationship of the Parties
1. The Program does not create any employment, partnership, joint venture, franchise, fiduciary, agency, or similar relationship between SiriusXM and any Participant or Participating Partner. Participants act solely on their own behalf and, where applicable, on behalf of their employer or principal, and have no authority to bind SiriusXM.
2. Participation in the Program is separate from and does not amend any employment agreement, agency agreement, dealer agreement, distribution agreement, or other arrangement between a Participant, a Participating Partner, and SiriusXM.

13. Representations, Warranties, and Disclaimer
1. The Participant represents, warrants, and covenants that: (a) they meet and will continue to meet all eligibility requirements; (b) they are legally entitled to participate and to receive Fees; (c) all information and submissions provided to SiriusXM are and will remain accurate and complete; (d) they will perform all Services in a lawful, ethical, and workmanlike manner; and (e) their participation will not violate any law, policy, contract, or duty.
2. Except as expressly stated in these Terms and Conditions, the Program, Site, and all related materials are provided “as is” and “as available.” SiriusXM disclaims, to the maximum extent permitted by law, all representations, warranties, and conditions, express, implied, statutory, or collateral, including any implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, availability, or uninterrupted operation.

14. Audit; Monitoring; Investigation
1. SiriusXM may monitor Program activity, review submissions, and audit a Participant’s compliance with these Terms and Conditions. Upon reasonable request, a Participant shall promptly provide supporting records and reasonable cooperation necessary to verify eligibility, Services, and payment claims.
2. If SiriusXM suspects fraud, misconduct, non-compliance, or a security issue, SiriusXM may suspend access, withhold payments, investigate the matter, and share relevant information with Participating Partners, payment providers, law enforcement, regulators, or other appropriate persons to protect SiriusXM and the integrity of the Program, subject to applicable law.

15. Disputes Regarding Payments
1. Any dispute regarding a Fee calculation or payment must be submitted in writing to SiriusXM within thirty (30) days after the applicable payment statement or denial is made available. The notice must include reasonable supporting detail and documentation.
2. Failure to dispute a payment within that period constitutes acceptance of the relevant determination, except where prohibited by law. SiriusXM will review timely disputes in good faith, but SiriusXM’s determination will be final absent manifest error.

16. Indemnity
1. The Participant shall indemnify, defend, and hold harmless SiriusXM, its affiliates, and their respective directors, officers, employees, agents, contractors, successors, and assigns from and against any and all third-party claims, actions, proceedings, losses, liabilities, damages, judgments, penalties, fines, costs, and expenses (including reasonable legal fees on a substantial indemnity basis where permitted) arising out of or relating to: (a) the Participant’s breach of these Terms and Conditions; (b) fraud, wilful misconduct, negligence, or unlawful acts or omissions by the Participant; (c) any allegation that the Participant lacked authority to participate or submit information; or (d) bodily injury, death, or property damage caused by the Participant in connection with the Program.
2. SiriusXM will indemnify the Participant against third-party claims solely to the extent directly arising from SiriusXM’s gross negligence, wilful misconduct, or material breach of these Terms and Conditions, subject to the liability limitations in Section 17.
3. An indemnified party must promptly notify the indemnifying party of any claim, permit the indemnifying party to control the defence and settlement of the claim, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle any claim in a manner that admits fault or imposes non-monetary obligations on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.

17. Limitation of Liability
1. To the maximum extent permitted by law, SiriusXM and its affiliates will not be liable for any indirect, incidental, consequential, special, exemplary, aggravated, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, expected savings, data, or use, arising out of or relating to the Program, the Site, or these Terms and Conditions, even if advised of the possibility of such damages.
2. To the maximum extent permitted by law, SiriusXM’s aggregate liability arising out of or relating to the Program and these Terms and Conditions will not exceed the total Fees actually paid or payable by SiriusXM to the applicable Participant under the Program during the twelve (12) months immediately preceding the event giving rise to the claim.
3. The exclusions and limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), statute, equity, or otherwise, and survive termination of the Program.

18. Notices
1. SiriusXM may provide notices under these Terms and Conditions by email to the address associated with the Participant’s account, by posting on the Site, or by any other reasonable electronic means. Notices are deemed received on transmission or posting, unless delivery failure is evident.
2. Notices to SiriusXM relating to the Program must be sent by email to the Program contact designated by SiriusXM from time to time. As of the Effective Date, the designated contact is david.bos@siriusxm.ca.

19. General
1. Assignment. A Participant may not assign, transfer, delegate, or otherwise dispose of any rights or obligations under the Program without SiriusXM’s prior written consent. SiriusXM may assign or transfer the Program or these Terms and Conditions without restriction.
2. Severability. If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it enforceable, if permitted by law.
3. Waiver. No failure or delay by SiriusXM in exercising any right will operate as a waiver. Any waiver must be in writing and applies only to the specific instance stated.
4. Entire Agreement. These Terms and Conditions constitute the entire agreement between SiriusXM and the Participant regarding the Program and supersede all prior or contemporaneous communications, understandings, and representations relating to the Program.
5. Survival. Any provisions that by their nature are intended to survive termination or expiry, including those relating to fees already accrued, payment recovery, confidentiality, intellectual property, indemnity, limitation of liability, disputes, notices, and governing law, will survive.
6. Governing Law and Attornment. These Terms and Conditions and any dispute arising out of or relating to the Program shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The Participant irrevocably attorns to the exclusive jurisdiction of the courts of Ontario sitting in Toronto, Ontario.
7. Language. The parties have expressly requested that these Terms and Conditions and all related documents be drawn up in English. Les parties ont expressément demandé que les présentes conditions et tous les documents qui s’y rattachent soient rédigés en anglais.

20. Acceptance
1. By clicking to accept, registering for, accessing, or participating in the Program, the Participant confirms that they have read and agree to these Terms and Conditions and that they are duly authorized to do so.