Service Provider Agreement- Midas
AUTOLOGIQ SERVICE PROVIDER AGREEMENT
THIS AGREEMENT made as of the .
AUTOLOGIQ FINANCE INC., a corporation incorporated under the laws of the Province of Ontario (the “AutologiQ”), - and – , a corporation incorporated under the laws in the Province which they operate business within (the “Repairer”).
WHEREAS AutologiQ is the owner of vehicle loan software, trademarks, and related intellectual property (collectively, the “Intellectual Property”) operating under the name “Easy Monthly Payments” or “EMP” (the “EMP Program”);
WHEREAS Repairer operates various vehicle repair facilities across Canada, as set out in Schedule “A” attached hereto;
WHEREAS Repairer would obtain access to the EMP Program and to use the Intellectual Property relating to the EMP program;
AND WHEREAS Repairer would like to engage AutologiQ to provide services relating to the EMP Program (the “Services”);
NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1 – INTERPRETATION
ARTICLE 2 – LICENSE OF INTELLECTUAL PROPERTY
2.1.1 License of Intellectual Property. This Agreement shall provide Repairer with a non-exclusive license to use the Intellectual Property for the duration of the Term of this Agreement (the “License”).
2.1.2 Ownership of Intellectual Property. Repairer acknowledges that the License is a limited nonexclusive license for purposes of this Agreement. AutologiQ is and remains the owner of all titles, rights, and interests in the Intellectual Property.
2.1.3 Limitations on Use of Software. This License permits Repairer to use and install software relating to the EMP Program (the “Software”) on more than one computer system. Repairer will not make copies of the Software or allow copies of the Software to be made by others, unless authorized by this License Agreement. Repairer may make copies of the Software for backup purposes only.
2.1.4 Liability. Notwithstanding the foregoing, AutologiQ is not liable to licensee for any damages including compensatory, special, incidental, exemplary, exemplary, punitive, or consequential damages, connected with or resulting from this license agreement or licensee’s use of the EMP software or the Intellectual Property.
2.1.5 Indemnity. Repairer agrees to defend and indemnify AutologiQ and hold AutologiQ harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Repairer's business operations.
ARTICLE 3 – SERVICES
3.1.1 Services. In conjunction with the License provided to Repairer, AutologiQ will provide various Services relating to the EMP Program, as set out in Schedule “B”, attached hereto. The Repairer acknowledges that the details set out in Schedule “B” are subject to change.
ARTICLE 4 – VERIFICATION OF INFORMATION
4.1 Verification of Information
4.1.1 Personal & Vehicle Documentation. When enrolling a person into the EMP Program, the Repairer will obtain correct information from the person, including but not limited to the person’s name, address, bank account, driver’s license, vehicle ownership, vehicle year, vehicle model, odometer reading (the “Personal & Vehicle Documentation”).
4.2 Work Orders & Invoices
4.2.1 Authorized Work Orders or Invoices. The Repairer shall provide a fully executed copy of any work order and invoice relating to a person’s enrolment into the EMP Program.
4.3 Failure to Provide
4.3.1 Failure to Provide. Where the Repairer fails to provide correct and true information pursuant to this section 4 and AutologiQ suffers damages as a result, the Repairer shall be liable to AutologiQ and shall reimburse AutologiQ for the amount of said damages.
ARTICLE 5 – POWER OF ATTORNEY
5.1 Power of Attorney
5.1.1 Assignment Agreement. The Repairer gives AutologiQ full power of attorney to execute the Assignment Agreement, as set out in Schedule “C”, attached hereto, on behalf of the Repairer.
5.1.2 Documentation. Any Assignment Agreements executed by AutologiQ pursuant to this section 5 shall be provided to the Repairer upon request.
ARTICLE 6 – MARKETING MATERIALS
6.1 Marketing Materials
6.1.1 General. AutologiQ may send marketing materials or product information in respect of any other services or products offered by AutologiQ or its related persons, in any format whatsoever, to any of the Repairer’s customers that enrol in the EMP Program. The Repairer is required to provide written authorization before any such marketing materials or product information by AutologiQ is sent to the Repairer’s customers
6.1.2 Restrictions. The Repairer shall not conduct any marketing of the EMP Program without the express written approval of AutologiQ. Any potential marketing programs and advertisements by the Repairer shall be submitted in advance to AutologiQ, and AutologiQ may deny approval for any reason whatsoever.
ARTICLE 7 – NON-SOLICITATION
7.1 Non-Solicitation by AutologiQ
7.1.1 General. AutologiQ shall not at any time during the duration of this Agreement and for a period of 3 (three) years thereafter, directly or indirectly, either individually or in partnership, jointly or in conjunction with any other person, firm, association, syndicate, company or corporation, whether as agent, shareholder, employee, consultant, or in any manner whatsoever:
ARTICLE 8 - REPRESENTATIONS AND WARRANTIES OF AUTOLOGIQ
8.1 Representations and Warranties
8.1.1 Representations and Warranties. AutologiQ hereby represents and warrants to Repairer, with the intent that AutologiQ shall rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, that:
8.1.2 Survival of Representation and Warranties. The representations and warranties contained in section 9 are provided for the exclusive benefit of Repairer and a breach of any one or more thereof may be waived by Repairer in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in section 9 shall survive the execution hereof and shall continue in full force and effect for the benefit of Repairer thereafter, notwithstanding any independent inquiry or investigation by Repairer.
ARTICLE 9 - REPRESENTATIONS, WARRANTIES OF repairer
9.1 Representations and Warranties
9.1.1 Representations and Warranties. Repairer hereby represents and warrants to AutologiQ with the intent that Repairer shall rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, that:
9.1.2 Survival of Representation and Warranties. The representations and warranties contained in section 10 are provided for the exclusive benefit of AutologiQ and a breach of any one or more thereof may be waived by AutologiQ in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in section 10 shall survive the execution hereof and shall continue in full force and effect for the benefit of AutologiQ thereafter, notwithstanding any independent inquiry or investigation by AutologiQ.
ARTICLE 10 - TERMINATION
10.1.1 Termination by Default. If a party (in this Article called the “Defaulting Party”) fails or neglects to make any payment when due hereunder or otherwise fails to perform or otherwise breaches any of the terms, conditions, agreements or covenants in this Agreement on its part to be performed and such default continues for a period of sixty (60) days after the other party (in this Article called the “Non-Defaulting Party”) notifies the Defaulting Party of such default in writing, then unless:
the Non-Defaulting Party may, in its sole discretion and without further notice, terminate this Agreement forthwith upon written notice to the Defaulting Party.
10.1.2 Termination on Insolvency, etc. Either AutologiQ or Repairer may terminate this Agreement immediately upon written notice to the other:
10.1.3 Termination by Notice. Either party may terminate this agreement at any time provided at least Thirty (30) days written notice has been provided to the other party.
10.1.4 Consequence of Termination. The termination of this Agreement shall not relieve any party from its liabilities and obligations hereunder which have accrued to the date of termination and, without limitation, any Administration Fees due to the Parent prior to the date of termination shall be due and payable on the due date which would have applied had this Agreement not been terminated.
ARTICLE 11 - GENERAL PROVISIONS
11.1 General Provisions
11.1.1 Effective Date. This Agreement shall become effective as of the date hereof and, unless sooner terminated as provided herein, shall continue in effect until such time as the Subsidiary no longer has any Debt Securities outstanding.
11.1.2 Non-Assignable. No party may assign this Agreement or any part thereof to any other person without the prior written consent of the other parties, which consent may not be unreasonably or arbitrarily withheld.
11.1.3 Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, pertaining to the subject matter hereof.
11.1.4 Amendments. The parties to this Agreement may amend this Agreement only in writing.
11.1.5 Further Assurance. The parties hereto agree to execute all such further and other documents or assurances as may be required in order to carry out this Agreement according to its true intent.
11.1.6 Notice. Unless otherwise provided herein, any notice or other communication required or permitted to be given under this Agreement will be in writing and may be given by delivering, sending by electronic transmission or other means of electronic communication capable of producing a printed copy, or sending by prepaid registered mail posted in Canada the notice to the parties at the addresses as set out on the first page of this Agreement (or to such other addresses or number as any party may specify by notice in writing to any other party). Any notice or other communication delivered or sent by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy on a business day will be deemed conclusively to have been effectively given on the day the notice was delivered, or the transmission was sent successfully to the number set out above, as the case may be. Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting; but if at the time of posting or between the time of posting and the third business day thereafter there is a strike, lockout, or other disturbance affecting postal service, then the notice will not be effectively given until actually delivered.
11.1.7 Enurement. This Agreement shall enure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns.
11.1.8 Governing Law. This Agreement and all matters arising hereunder shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and all disputes arising under this Agreement shall be referred to the non-exclusive jurisdiction of the Courts of the Province of Ontario.
11.1.9 Severability of Clauses. In the event that any provision of this Agreement or any part thereof is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
11.1.10 Counterparts. This Agreement may be executed by facsimile or other electronic means in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date first above written.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
Schedule “A” Vehicle Repair Facilities
Legal Business Name
AutologiQ Sales Person spoken to if applicable
Schedule “B” Services
Interest Rate to the Customer
On occasion, AutologiQ may provide changes to payment interest, non-payment terms “Don’t Pay for 90 Days”, gift cards etc.
Once per month on the day of the month the loan was started
Pre-Authorised Payment (PAP)
AutologiQ will contact the customer and arrange another payment date to pull the PAP.
NSF Fee charged to Customer
AutologiQ will manage the collections process and collection calls to the Customer
Key dates are 30 days, 60 days, and 90 days past due
Repossession by AutologiQ
After 90 days
autologiQ will provide ongoing training with staff at the Repair Facility – This training may be performed in person or virtually
2% annual rebate will be issued for any interest that is accumulated annually
To be eligible, ASP must perform 12 loans per year
REPAIRER AGREEMENT AND ASSIGNMENT
Capitalized terms not defined herein have the meanings given to them in the Service Payment Plan (the “Agreement”) to which this assignment agreement (the “Assignment”) is affixed.
THIS AGREEMENT IS ENTERED INTO ON BETWEEN: (the “Repairer”) - and - AUTOLOGIQ FINANCE INC. (the “Lender”).
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Repairer and the Lender hereby agree as follows:
The Repairer hereby assigns all of its rights, title and interest in and to the Agreement, including the non-possessory lien and security interest over the Asset, to the Lender, subject to the terms and conditions of this Assignment set out below. The Lender hereby assumes all of the obligations of the Repairer under the Agreement and agrees to pay to the Cost of Repair (as defined in the Agreement) to the Repairer in full on the date of this Assignment in consideration for the Repairer entering into this Assignment.
The Repairer hereby represents and warrants to the Lender that:
If any of the foregoing representations and warranties of the Repairer prove to be untrue in any material respect then (in addition to any other right or remedy available to the Lender), the Repairer agrees, upon demand by the Lender, to repay the outstanding Principal Amount under the Agreement plus all accrued and unpaid interest at the Annual Percentage Rate following default and before and after judgment and all other costs, fees, and charges incurred by the Lender related thereto, and the Repairer further agrees to indemnify and hold harmless the Lender for any other loss or damage suffered by the Lender as a result of the breach of any such representations and warranties.
This Assignment may be assigned by the Lender to any other party without notice or approval of the Repairer.
This Assignment shall be interpreted under and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Headings are for convenience only and shall not be referred to in the interpretation of this Assignment. Any action or proceeding arising out of or based upon this Assignment may be instituted in the courts of the Province of Ontario in the City of Toronto, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.
Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Assignment are intended to authenticate this writing and to have the same force and effect as manual signatures. “Electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Delivery of an executed copy of this Assignment by facsimile or electronic transmission constitutes valid and effective delivery.
IN WITNESS HEREOF, the parties hereto have executed this Assignment dated as of the first date written above.
Lender: AUTOLOGIQ FINANCE INC.
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Document Name: Service Provider Agreement- Midas
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