By participating in this Program, Participant accepts and agrees to be bound by these terms and conditions.

Summary of Refresh Rewards program: ‘Refresh Rewards’ (“Program”) is a Sirius XM Canada Inc. (“SiriusXM”) radio refresh program that allows eligible dealership employees to register in a pay-for-refresh program, through which participants receive compensation in exchange for their participation. To participate in the Program, eligible dealership employees must be deemed eligible by SiriusXM and register for the Program in accordance with these terms and conditions (dealership employees who meet these criteria are “Participants”). Participants who, on a weekly basis, perform the Services (as defined below) to refresh the satellite radio of SiriusXM-enabled vehicles (“SiriusXM Enabled Vehicle”) at their designated dealership lots through the Sirius XM Dealer App (“App”) and upload the initial VINs/Radio IDs to the SiriusXM Refresh Rewards website at www.SiriusXM.ca/RefreshRewards (“Site”) for validation will be compensated on a monthly basis with funds transferred to a reloadable pre-paid card.

Eligibility and Registration:
To be eligible for participation in the Program, Participants must be (a) an employee of a participating dealership, and (b) the age of majority in their jurisdiction of residence.

To register for the Program, Participants must visit the Site and create an account. To create an account, Participant must include their full name, email, date of birth, and the name and address of the dealership where the Participant is employed. Such information will be retained in the Program registry until Participant requests to be opted out of participation in the Program or is terminated from their participating dealership. When a Participant’s position at their participating dealership is terminated, the dealership or Participant must immediately notify their SiriusXM district manager of the termination. SiriusXM will determine, in its sole discretion, if the Participant meets the eligibility criteria and if the criteria is met, will notify the Participant if their account was created successfully. Participants will be able to update their accounts and must ensure that all information in their account profile is accurate and complete at all times. SiriusXM will collect, use, disclose and store personal information provided by Participants in accordance with its privacy policy at www.siriusxm.ca/privacy and in compliance with all Canadian privacy laws, including but not limited to the Personal Information Protection and Electronic Documents Act.

Performing the Services:
In order to receive the Fee (as defined below), registered Participants must perform the following services at their designated dealerships for any Sirius XM Enabled Vehicle located on their dealership lot:
(a)Verify if vehicle is a Sirius XM Enabled Vehicle by turning on the radio and verifying the satelliteradio band. Once verified, refresh the radio by using the Sirius XM Dealer App (“App”) to request anactivation signal be sent to the vehicle. Participant must make sure the SiriusXM Enabled Vehicle isparked outside with an unobstructed view of the sky while its radio is powered on. The SiriusXM EnabledVehicle must remain powered on until the signal is received and satellite radio can be heard. Participantmust take a photograph of the radio display tuned to Sirius XM demonstrating that the Sirius XM servicehas been successfully activated (“Photo Confirmations”) and upload such Photo Confirmations to the
Site as the final step of confirming that a Sirius XM Enabled Vehicle’s radio has been activated or refreshed. Participant shall ensure that such Photo Confirmations are retained by their dealership for a period of [12 months] in the ordinary course of business and associated with the VIN of the applicable Sirius XM Enabled Vehicle for audit purposes. Participant shall provide such Photo Confirmations to Sirius XM upon request. Participant will no longer have access to the App in the event that they are no longer employed by a participating dealership or engaged to perform vehicle preparation services;
(b)Place a Sirius XM sticker supplied by Sirius XM on the driver side window of the Sirius XMEnabled Vehicle that was successfully refreshed. Participant shall ensure they do not place Sirius XMmaterials, including Sirius XM sticker, in or on vehicles that are not Sirius XM Enabled Vehicles.

The above sections (a) to (b) are collectively referred to as the “Services”.

Term and Termination:
The Program shall commence on August 1st, 2024 and continue for a period of one (1) year (“the Initial Term”). The Program shall automatically renew for additional terms of one (1) year ("the Renewal Term”), unless Sirius XM provides Participant with at least thirty (30) days’ notice prior to the cancellation of the Program. The Initial Term plus any Renewal Term(s), is collectively the “Term”.

SiriusXM reserves the right, in its sole discretion, to terminate the enrollment of any Participant in the Program who is found to be in violation of these terms and conditions.

Changes:
Sirius XM shall have the right at any time and from time to time to make changes to the Program or the Services, with fourteen (14) days’ written notice to the Participant in accordance with the Notice section below.

Fees/ Audit:
(a)Sirius XM shall pay Participant an amount equal to $2.50 ("Fee"), for the fully performedServices successfully rendered for each Sirius XM Enabled Vehicle. Sirius XM shall pay the Fee (if any) toParticipant each month for Services fully performed at a participating Dealership for the prior month bytransferring funds to a reloadable pre-paid card. A reloadable pre-paid card will be provided to theParticipant at the time of their first payment of Fees and, thereafter, monthly payments will be made byreloading the same pre-paid card. Upon written request, Sirius XM shall provide Participant reasonableaccess to the records upon which the reports were prepared in order to verify the amounts paid. Thepre-paid cards are subject to additional terms and conditions printed on the card or imposed by the cardsupplier.
(b)Sirius XM may, at its discretion, request Photo Confirmations and reporting to verify that theSirius XM service was successfully activated in a Sirius XM Enabled Vehicle; provided that Sirius XM shallalso pay Participant for properly executed refresh requests where an error message was received in theApp at no fault of Participant. Sirius XM may audit, at its discretion and sole expense, the placement ofmaterials on or in Sirius XM Enabled Vehicles, to verify that such activity has been performed. Except tothe extent approved by Sirius XM in writing, the Fee set forth above is payable only once with respect toany single Sirius XM Enabled Vehicle while such vehicle is on the lot of the same participatingDealership.

Confidentiality:
Each party (the “Receiving Party”) acknowledges and agrees that, in and as a result of such party’s performance under these terms and conditions, such party shall or may be making use of and acquiring Protected Information (defined below) of the other party (the “Disclosing Party”). The Receiving Party covenants and agrees that it shall not, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use, for any purpose whatsoever (other than performance of its obligations under these terms and conditions), any of the Protected Information obtained by or disclosed to it in connection with the Program. The Receiving Party will safeguard the Disclosing Party’s Protected Information using the same degree of care it uses to protect its own Protected Information, and in any case no less than a reasonable degree of care. Disclosure of any Protected Information by the Receiving Party shall not be prohibited if such disclosure is directly pursuant to a valid and existing order of a court or other governmental body or agency within Canada; provided, however, that, to the extent reasonably practicable and legally permissible, (i) the Receiving Party shall first have given prompt notice to the Disclosing Party of any such possible or prospective order (or proceeding pursuant to which any such order may result) and (ii) the Disclosing Party shall have been afforded a reasonable opportunity to prevent or limit any such disclosure.

For the purposes of this Program, the term “Protected Information” shall mean all of the following information (whether or not reduced to writing, marked as proprietary or confidential, and whether or not patentable or protectable by copyright), and all derivative works thereof, that the Receiving Party receives or receives access to, or has received or received access to, directly or indirectly, in connection with the Program or in the course of the Receiving Party’s performance under these terms and conditions or through the Receiving Party’s use of any of Disclosing Party’s facilities or resources:
a)Application, operating system, data base, communication and other computer software,whether now or hereafter existing, developed for use on any operating system, allmodifications, enhancements and versions and all options available with respect thereto,and all future products developed or derived therefrom, in each case made available to theReceiving Party by the Disclosing Party;
b)Employee data, manuals, reports and other materials or information relating to theDisclosing Party’s business and activities and the manner in which the Disclosing Party doesbusiness;
c)Any other materials or information related to the business or activities of the DisclosingParty which are not generally known to others engaged in similar businesses or activities;and
d)Any information and materials received by the Disclosing Party from third parties inconfidence (or subject to non-disclosure or similar covenants).

For purposes of this Program, the term “Protected Information” shall not include (i) information that is or becomes publicly available without breach of these terms and conditions, (ii) information that is already rightfully in the possession of the Receiving Party as of the date hereof, or (iii) information that is disclosed to the Receiving Party by a third party without breach of any duty owed to the Disclosing Party by such third party; provided, however, that the Receiving Party hereby acknowledges and agrees that, if the Receiving Party shall seek to disclose, divulge, reveal, report, publish, transfer or use, for any purpose whatsoever, any Protected Information, the Receiving Party shall bear the burden of proving
that any such information shall have become publicly available without any such breach. The obligations set out in this Confidentiality section shall survive termination of these terms and conditions or the Program for any reason.
Right to Dispute:
In the event of a payment discrepancy, a party shall provide the other party prompt written notice of the error and provide proof of such discrepancy through the records uploaded through the Site. Payment discrepancies shall be corrected or resolved in good faith as soon as feasible and not longer than thirty (30) business days after notice is provided.
Independent Contractor Relationship:
The parties acknowledge and understand that an independent contractor relationship exists between them. Neither party has the right or authority to assume or to create any obligation or responsibility on behalf of the other party. Nothing contained herein shall be construed as implying a joint venture, agency or partnership relationship between the parties hereto.

Warranties:
Participant represents and warrants to SiriusXM that Participant meets the eligibility criteria required for participation in the Program and is fully able to perform the Services hereunder. Participant represents and warrants to SiriusXM that (a) all Services shall be rendered in a professional and workmanlike manner; and (b) Participant shall comply with all applicable laws, in all jurisdictions in which Services are provided.

Participant represents and warrants that in the performance of the Services, that Participant will comply with all applicable statutes, rules, regulations, and orders of Canada, and of any provincial or political subdivision thereof, including but not limited to those pertaining to labor, wages, hours, and other conditions of employment.

Indemnification:
Participant agrees to indemnify, defend and hold harmless SiriusXM and its affiliates, and their respective officers, directors, employees and other representatives, from any all third party claims, and all losses, damages or expenses (including reasonable legals costs) incurred in connection therewith, arising from any of the following: (a) death or bodily injury caused by the negligence or willful misconduct of Participant or its employees or agents relating to Services performed under this Program; (b) damage, loss (including theft) or destruction of any real or tangible personal property resulting from negligence or will misconduct of Participant or any of its employees or agents relating to Services performed under this Program; or (c) a material breach of Participant’s representations, warranties or obligations under this Program.

SiriusXM agrees to indemnify, defend, and hold harmless the Participant and its affiliates, and their respective officers, directors, employees and other representatives, from any and all third-party claims, and all losses, damages or expenses (including reasonably legal costs) incurred in connection therewith, arising from a material breach of Sirius XM’s obligations under this Program.

A party’s obligation to indemnify the other party (“Indemnified Party”) hereunder is conditioned upon: (i) the Indemnified Party providing the other party (the “Indemnifying Party” with prompt written notice of any third party claim; (ii)the Indemnifying Party having sole control and authority with respect to the defense and settlement of any such third party claim; and (iii) the Indemnified Party cooperating with the Indemnifying Party where appropriate, at its sole cost and expense, in the defense of any such third party claim. The Indemnifying Party shall not agree to any settlement of any third party claim that does not include a complete release of the Indemnified Party from all liability with respect thereto or that imposes any liability, obligation or restriction on the Indemnified Party without the prior written consent of the Indemnified Party. The indemnified Party may participate in the defense of any claim through its own counsel, and at its own expense.

IN NO EVENT SHALL SIRIUSXM BE LIABLE TO THE PARTICIPANT OR PARTICIPATING DEALERSHIPS FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM OR THESE TERMS AND CONDITIONS EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES IN ADVANCE, NOR SHALL SIRIUSXM’S MAXIMUM LIABITIES TO THE PARTICIPANT OR ANY PARTICIPATING DEALERSHIP EXCEED IN THE AGGREGATE THE AMOUNTS PAID OR PAYABLE TO THE PARTICIPANT HEREUNDER IN THE 12 MONTHS PRECEDING THE EVENTS GIVIING RISE TO THE LIABILITY.

Notices
Notices to Participant will be sent to the email address Sirius XM has on file. Notices to Sirius XM will be sent via email to Mike.Mazgay@siriusxm.ca with a copy to Blair.Allison@siriusxm.ca .

Miscellaneous:
Publicity: No publicity releases (including news releases and advertising) relating to this Program and the Services hereunder shall be issued by a Participant.

Trademarks: Participant shall not have any right to use any SiriusXM trademark, logo, trade name or service mark without the express written consent of SiriusXM.

No Subcontracting: Participant shall not subcontract any part of work nor assign any rights or obligations under these terms and conditions or any sums which may be or become due or owing to the Participant without the prior written approval of SiriusXM.

Modification: Except as otherwise provided, the Program and Services may not be modified except by written agreement signed by SiriusXM.

Severability: The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or enforceability of any other provision. If any provision of these terms and conditions is determined to be invalid or otherwise unenforceable, then these terms and conditions shall be construed in accordance with their terms as if the invalid or unenforceable provision was not contained therein.

Governing Law: All issues and questions concerning the construction, validity, interpretation and enforceability of these terms and conditions or the rights and obligations as between arties in connection with the Program shall be governed by and construed in accordance with the laws of the province of Ontario including procedural provisions without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other jurisdiction’s laws.

By participating in this Program, Participant accepts and agrees to be bound by these terms and conditions.