Company understands that Sirius XM Canada Inc. (together with its subsidiaries, “SiriusXM”) requires the use of Company data, including vehicle and driver contact data, to determine eligibility for SiriusXM Offers, to provide SiriusXM Offers to Eligible Drivers, to communicate with Eligible Drivers from time to time regarding SiriusXM services and for related SiriusXM business purposes (such purposes, collectively, the “Program”). Company agrees to share with SiriusXM (or its contractor) Company data on an on-going basis upon vehicle assignment (and retroactively for vehicle assignments up to 30 days prior to enrollment) for use in connection with the Program and agrees to take all necessary action to facilitate such sharing of data with SiriusXM. Company understands that SiriusXM agrees to use Company data solely to facilitate the Program, provided that this shall not prevent SiriusXM from obtaining and using the same or similar data obtained from third parties, including drivers, without restriction. Company 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 Company that is accurate, complete and reliable.
By submitting this Authorization Form to SiriusXM, Company agrees that the Terms & Conditions set forth herein, and those incorporated by reference, shall serve as an “Agreement,” and Company agrees to be bound hereby as of the above “Date.” SiriusXM agrees that it will not sell or share Company data with anyone without Company’s express written consent, other than those SiriusXM contractors used in connection with the Program. Company has read, agrees with, and accepts all of the terms of this Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, whether written or oral, with respect to the subject matter hereof. This Agreement encompasses obligations which apply to Company, to SiriusXM, and to SiriusXM’s contractors who will have access to Company data. The Program, in whole or in part, may be modified or terminated at any time and without Company’s prior notification or consent. SiriusXM may terminate Company’s participation in the Program immediately upon Company’s breach of any of the terms of this Agreement or upon 30-days written notice for any reason or no reason. The provision and use of SiriusXM subscription services (including trial and paid subscriptions) are governed by the SiriusXM Customer Agreement; see www.siriusxm.ca, as such terms may be modified from time to time by SiriusXM in its sole discretion. Each party agrees that it will comply with all applicable legal obligations relating to privacy, security, integrity, and confidentiality of driver contact data collected from Company (“Driver Information”), except for aggregated data that does not enable identification of the Company’s individual drivers. Each party agrees that it will, at a minimum, implement and maintain appropriate administrative, technical, and physical safeguards reasonably designed to: (a) ensure against any anticipated threats or hazards to the security or integrity of the Driver Information; and (b) protect against unauthorized access to or use of the Driver Information that could result in substantial harm or inconvenience to the Company or the individual who is the subject of Driver Information. Each party may disclose Driver Information, when, pursuant to any federal or provincial law or regulation or rules or regulations of any court or governmental agency. These provisions shall apply during the term and after the termination of the Agreement.
NEITHER SIRIUSXM NOR ANY CONTRACTOR OF SIRIUSXM SHALL BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE THAT MAY ARISE IN CONNECTION WITH THE PROGRAM, EVEN IF SUCH PARTY HAS BEEN ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF CANADA, REGARDLESS OF PRINCIPLES OF CONFLICTS OF LAWS THAT MAY REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. SIRIUSXM RESERVES THE RIGHT TO CHANGE THE TERMS & CONDITIONS OF THE PROGRAM AT ANY TIME. ANY CHANGES WILL BE EFFECTIVE UPON THE POSTING OF THE CHANGES ON FLEET.SIRIUSXM.CA (THE “SITE”) OR UPON COMPANY’S RECEIPT OF SUCH CHANGED TERMS & CONDITIONS, WHICHEVER IS EARLIER. COMPANY’S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING SUCH UPDATE WILL CONSTITUTE COMPANY’S ACCEPTANCE OF SUCH CHANGED TERMS & CONDITIONS. COMPANY SHOULD FREQUENTLY REVIEW THE TERMS & CONDITIONS ON THE SITE FROM TIME TO TIME TO UNDERSTAND THE TERMS THAT APPLY TO ITS PARTICIPATION IN THE PROGRAM.