Incentive Program | Terms & Conditions

ONLINE TERMS AND CONDITIONS FOR ELIGIBLE DEALERSHIP SALES REPRESENTATIVES

SALESPERSON INCENTIVE PROGRAM

1. Complete Innovations Inc. (“Fleet Complete,” “we,” or “us”) provides Eligible Dealership Sales Representatives (“EDSR”) with the opportunity to participate in the Salesperson Incentive Program (the “Program”) via registration through this site (the “Site”) and qualify for the payment of a Referral Fee (defined herein). The Site and Program are made available to you only under the following terms and conditions (the “Terms”).

2. PLEASE READ THE TERMS CAREFULLY. BY CLICKING “I AGREE”, YOU ACKNOWLEDGE AND REPRESENT THAT (A) YOU HAVE READ THESE TERMS (INCLUDING ALL TERMS REFERENCED HEREIN), (B) YOU UNDERSTAND THEM, (C) YOU AGREE TO BE BOUND BY THEM AND (D) YOU MEET ALL CRITERIA TO QUALIFY AS AN EDSR. IF YOU DO NOT AGREE TO THE TERMS THEN YOU ARE NOT AUTHORIZED TO PARTICIPATE IN THE PROGRAM.

3. Eligible Dealership Sales Representatives. In order to be eligible to participate in the Program, you must meet the following criteria (“Criteria”): (a) you must be employed as a sales representative with a motor vehicle dealership within Canada (the “Territory”); (b) you may not be an employee of a motor vehicle manufacturer; (c) your participation in the Program will violate or conflict in any way with any other agreement by which you may be bound or with any other duties imposed upon you by corporate or other statutory or common law and(d) you have read and agree to be bound by the Business Integrity Requirements located at https://www.fcoemsalesinfo.com/incentive-terms-conditions-canada. It is your responsibility to confirm that participation in the Program does not violate or is inconsistent with any government laws, corporate charters or terms of employment. We reserve the right to withdraw this offer, even if you have already accepted it, and decline to pay the Referral Fee if you fail to meet any of the EDSR Criteria at any time.

4. Program and Referral Fees. Where an EDSR has submitted a lead within the Territory that results in a contract between Fleet Complete and a new customer (a “Customer Contract”) for Fleet Tracker, or any Fleet Complete integrated OEM solutions (each a “Fleet Complete Solution”), such EDSR may be entitled to receive a payment from Fleet Complete of a one-time referral fee based on the totality of Fleet Complete Solution units purchased via the initial purchase order of the applicable Customer Contract (the “Referral Fee”). The Referral Fee shall be based in part on the total amount payable by the Customer for the Fleet Complete Solution, which shall be determined as of the date of the execution of the Customer Contract and disclosed within the Lead Referral Form. The Referral Fee shall be due and payable to the EDSR within ninety (90) days of the end of the calendar month in which Fleet Complete receives its initial payment under the applicable Customer Contract. Any compensation paid to an EDSR by Fleet Complete under these Terms shall be exclusive of all sales taxes, value-added taxes, business taxes and any other like taxes, or any other costs and fees. EDSR shall be responsible for reporting and payment of any all and taxes applicable to the Program and payable by the EDSR to the applicable tax authority(ies) as required by law and Fleet Compete shall not provide documentation (including but not limited to Statement of Remuneration Paid or similar document) related to payment of Referral Fee to EDSR under the Program.

5. Customer Contracts. Each lead shall be subject to approval and acceptance by Fleet Complete, in its sole and absolute discretion. Fleet Complete may reject any lead that was or is in Fleet Complete’s customer database, or for any other reason. Fleet Complete shall be solely responsible for settling the terms of any Customer Contract with any accepted lead. The acceptance or rejection of any proposed Customer Contract or order shall be in Fleet Complete’s sole unfettered discretion and Fleet Complete shall have no obligation or liability to an EDSR for rejected orders. You will not: (i) enter into any agreement with any lead or any other party on Fleet Complete’s behalf, (ii) provide any third party with any warranty, condition or representation on behalf of Fleet Complete, or (iii) attempt to obligate or bind Fleet Complete in any manner. These Terms do not establish any relationship of partnership, joint venture, employment, franchise, or agency between the EDSR and Fleet Complete.

6. Privacy and Ownership. You shall be responsible for all information submitted to Fleet Complete by you and agree to obtain all rights and approvals necessary to submit such information to us. Fleet Complete will collect and disclose information in accordance with our privacy policy https://www.fleetcomplete.com/privacy-policy, and in addition we may use such information in order to determine, in our sole discretion, whether you have fulfilled the requirements necessary to obtain any Referral Fee offered by us under the Program. Your feedback is welcome and encouraged. You agree, however, that (a) by submitting feedback and/or ideas to us, you automatically forfeit your right to any intellectual property rights in those ideas; and (b) feedback and/or ideas submitted to us or any of our employees or representatives automatically become our property.

7. DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF LIABILITY. FLEET COMPLETE’S SOLE WARRANTY WITH RESPECT TO THE APPLICABLE FLEET COMPLETE SOLUTION IS SET FORTH IN THE CUSTOMER CONTRACT AND SHALL BE FOR THE BENEFIT OF CUSTOMERS ONLY.

FLEET COMPLETE MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS TO YOU AND/OR ANY EDSR AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FLEET COMPLETE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WITH RESPECT TO THE FLEET COMPLETE SOLUTION, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE OR WARRANTY THAT THE FLEET COMPLETE SOLUTION WILL BE ERROR-FREE OR THAT THEIR USE WILL BE UNINTERRUPTED.

IN NO EVENT SHALL FLEET COMPLETE’S TOTAL CUMULATIVE LIABILITY FOR ALL DAMAGES FOR ALL CLAIMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE, AND WHETHER OR NOT THE ALLEGED BREACH IS A BREACH OF CONDITION, BREACH OF A FUNDAMENTAL TERM OR FUNDAMENTAL BREACH, HOWSOEVER CAUSED OR ARISING, EXCEED FIFTY CANADIAN DOLLARS.

IN NO EVENT SHALL FLEET COMPLETE BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES OR LOSS TO EQUIPMENT, LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, LOSS OF DATA, INCREASED EXPENSES OF OPERATION, COST OF CAPITAL, OR THE CLAIMS OF THIRD PARTIES, HOWSOEVER CAUSED, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL SURVIVE ANY TERMINATION OF THESE TERMS.

8. Term and Termination. For so long as you agree to these Terms and abide by them, you may use the Site and register for participation in the Program. These Terms will become effective and binding when you indicate your agreement by clicking on “I Agree”. We reserve the right to terminate these Terms and your access to the Site and the Program at any time without notice. Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms. Immediately upon termination, you shall cease to represent Fleet Complete in any capacity whatsoever. The provisions of sections 6,7, 8, 9, 10 will survive the termination of these Terms.

9. Modifications. We reserve the right to unilaterally modify, amend or discontinue any or all of the Site, Program and/or these Terms at any time without notice. If you object to any such changes or amendments, your sole recourse will be to cease using them. Continued use of the Site and participation in the Program following notification or posting of any such changes or amendments will indicate your acknowledgement and acceptance of such changes and amendments and satisfaction with any modifications. We will not be liable to you or any third-party should we exercise our right to modify, amend or discontinue the Terms, Site or Program.

10. General Terms. You agree to comply at all times with these Terms, and all laws, rules and regulations that apply to your use of the Site, and participation in the Program. Any delay or failure by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, to the fullest extent permitted by law, and the other provisions of these Terms shall remain in full force and effect. These Terms constitute the entire agreement between you and us with regard to the matters described herein. You shall keep these Terms confidential. You cannot assign or subcontract any rights or obligations under these Terms Any rights not expressly granted herein are reserved. These Terms will be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws principles. By accessing the Site or participating in the Program, you agree to submit to the jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue.