Dealer Terms and Conditions

Compensation
1.5% of the unit price before fees and taxes ($100.00 Minimum to $300.00 Maximum)
1. Background
The dealer is of the opinion that CLH has the necessary qualifications and experience to provide services to the Dealer. CLH is agreeable to providing such service to the Dealer on the terms and conditions set out in this agreement.
2. In Consideration Of the matters described above and the mutual benefits and obligations set forth in this agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Dealer and CLH (individually the “Party” and collectively the “Parties” to this agreement) agrees as follows:
3. Term of Agreement
a. The term of this agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
b. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party.
c. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
d. This Agreement may be terminated at any time by mutual agreement of the Parties.
e. Except as otherwise provided in this Agreement, the obligations of CLH will end upon termination of this agreement.
4. Performance
a. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
5. Ownership of Intellectual Property
a. Confidential information (the Confidential Information”) refers to any data or information relating to the business of Canadian Lending Hub Inc. which could reasonably be considered to be proprietary to Canadian Lending Hub Inc. including but not limited to, the CLH Portal, accounting records, business processes, and client records which are not generally known in the industry of the dealer and where the release of the Confidential Information could reasonably be expected to cause harm to CLH.
b. The Dealer agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Dealer has obtained, except as authorized by CLH or as required by law. The obligation of confidentiality will apply during the term and will continue indefinitely upon termination of this Agreement.
c. All written and oral information and material disclosed or provided by CLH to the Dealer under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the dealer.
d. All intellectual property-related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, leads provided by any rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of CLH. The use of the Intellectual Property by CLH will not be restricted in any manner.
e. The Dealer may not use the Intellectual Property for any purpose other than that contracted for under this Agreement except with the written consent of CLH. The Dealer will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
f. CLH and the dealer reserve the exclusive right to the services of their respective staff members. CLH and The dealer agree not to seek the employment of their respective employees during the term of this agreement or within a period of one year from the last date of business.
g. Both parties agree that they have a mutual responsibility to protect the personal data of all customers and staff.
6. Return of Property
a. Upon the termination of this Agreement, the Dealer will return to CLH any property, documentation, records, or Confidential Information which is the property of the Canadian Lending Hub Inc.
b. Both parties agree, upon the termination of this agreement that they have a mutual responsibility to protect the personal data of all customers and staff.
7. Dealer Conditions
a. The Dealer understands and acknowledges that the CLH will be entitled to list and market the dealer’s inventory on any platform of their choosing including but not limited to Facebook, Instagram, Twitter, and print media. The dealer may market its own inventory wherever else they choose to do so.
b. The Dealer shall upload its inventory to the CLH platform with the details of the vehicle, specifically the make, model, color, and vehicle identification number (“VIN”) along with a detailed description of the unit.
c. The Dealer warrants and represents that any inventory uploaded to the CLH platform shall be owned by it, they are the legal and beneficial owner of the vehicle, have no encumbrances of any sort and no claims or actions against the vehicle and that the Dealer has the sole right to sell the vehicle. A copy of the ownership must be provided to CLH.
d. Any inventory that is uploaded to the CLH platform shall be available at the Dealer’s business establishment or shall be immediately available upon sale. If any inventory is sold that is on the CLH platform that is no longer available, the Dealer shall immediately remove it from the CLH platform.
e. This agreement applies to the facilitation/arrangement of CLH providing loan financing to the dealer’s customers, ultimately acceptable to CLH and its lenders of which CLH is provided the first position registered security interest.
8. Application Process
a. The dealer shall provide to CLH the prospective Customer’s full legal name, address, date of birth, social insurance number, employment information, and any other such information as requested through the CLH Portal or additional request(s), and when applicable, information pertaining to the unit including but not limited to; pictures, VIN, make &model, KM, and any other such information as requested by CLH. Upon receipt of the information and required consents, CLH shall conduct a credit investigation, which may involve direct communication with the intended customer, and notification to the dealer whether CLH will extend credit including the terms and , conditions required to satisfy CLH’s lending partners.
b. The Dealer shall ensure that both they and the Purchaser comply with all the terms of the approval and execute all documents required by CLH and its Lenders. Upon completion of any further compliance conditions, CLH will in its sole discretion fund the purchase transaction and the Dealer will receive an email confirmation along with a payout statement. After the Dealer receives and acknowledges the payout statement CLH will within 24 to 48 hours deposit funds into the Dealers’ bank account.
c. The funds once submitted to the Dealer are not to be used for any purpose or released to anyone including itself until the Dealer has delivered and surrendered the vehicle to the purchaser including the transfer of ownership.
9. The Dealer further represents and warrants that:
a. Organization Dealer is a corporation, limited liability company, or limited partnership, duly organized, validly existing, qualified, and authorized to transact business in, and is in good standing under the laws of the jurisdiction of its organization and each jurisdiction in which it performs or will perform its obligations under this Agreement.
b. Capacity, Authority, Validity: The dealer has the power, authority, and legal right to execute, deliver and perform this Agreement and its obligations. The execution, delivery, and performance of this Agreement by Dealer has been duly authorized by all necessary sanctions, and this Agreement is enforceable against Dealer in accordance with its teas, except to the extent, such enforceability may be limited by bankruptcy, insolvency, reorganization, and other laws relating to or affecting creditors’ rights generally and by general equity principles.
c. Licenses: Dealer is, and throughout the ten of this Agreement will remain, duly authorized and properly licensed under all applicable laws to transact business as presently conducted, and to perform the transactions contemplated under this Agreement.
d. Compliance with Law: All business practices, acts and operations of the Dealer are in compliance with all applicable Federal, Provincial and Municipal laws and regulations.
Obligations
10. Billing and Incentives
a. Dealer incentives: The Dealer incentives (stated on the dealer profile page) are calculated based upon the sale amount before tax, and are subject to modification.
b. Dealer Fees , incentives, Warranties & Payment Terms: Once funding obligations have been satisfied, CLH shall allow the Dealer fees to be financed and will be paid to the Dealer at the time of credit funding along with the Dealer incentive, via direct deposit soon as possible .
c. Non-Recourse : It is agreed that once CLH has advanced the funds required to fulfill the customer obligation to the Dealer to finalize the financing and sale of the unit, CLH shall impose no further liability upon the Dealer post funding relating to the clawback of incentives, or in the event of customer default, non-payment, or early-payout. This clause shall not be applicable in situations with suspected fraud or where false information has been provided knowingly or unknowingly that persuaded CLH to extend financing to the Customer.
d. The Dealer will be allowed to charge a fee of no more than $499, provided it is clearly shown to the purchaser and stated prominently on the Bill of Sale and it fits within credit approval. This is the only fee of any sort that the Dealer shall be entitled to charge. The Dealer shall make the Bill of Sale to the Purchaser and CLH and shall include the Dealer’s full and legal name, address, phone number, and the full description of the vehicle including the VIN number, its provincial tax number, and license number if applicable. If there are any accessories sold with the vehicle, those shall be clearly identified and listed on the Bill of Sale.
11. Marketing
a. The Dealer agrees to post and display a sign on the exterior, and interior of their establishment stating, “CLH Approved Dealer” or “CLH Approved Retailer”. If the Dealer has a website or online forum it shall also have this statement posted on it as well. If this signage is removed at any time the dealer is in breach of the agreement and CLH has the right to terminate the agreement at any time.
b. Logo/Name Usage: Dealer shall be entitled to display , utilize, or affix the CLH logo/trademark/name to their website or marketing and promotional materials, on the basis that consent is requested and provided by CLH, until such time that CLH extinguishes consent via written notification .
c. The Dealer shall notify CLH of any material or significant change in the Dealers ownership, organization, or business, including the death of a principal, whether a shareholder, general partner, or owner, a dissolution, merger, consolidation, or reorganization, or conversion to another form of legal entity or type of business, and change of address or contact information, such notice shall be provided 30 calendar days before such change or, if unknown to the, then forthwith after the Dealer has knowledge of the such change.
12. Default:
Each of the following shall constitute an event of default by the Dealer under this Agreement
(i) any representation, warranty, or covenant contained in this Agreement, with the exception of the Contract Representations proves untrue or misleading in any material respect,
(ii) The Dealer fails to pay CLH any indebtedness when due or fails to perform any other the obligation hereunder, after written notice and a 30 business day opportunity to cure,
(iii) The Dealer ceases to do business as a going concern,
(iv) The Dealer becomes insolvent or makes any assignment for the benefit of creditors, or any bankruptcy, reorganization, arrangement, receivership, insolvency, or other state of federal proceeding for the relief of debtor is commenced by or against it and is not dismissed within 30 business days of such filing. Should the Dealer be in default, including, but not limited to, failing to complete a Repurchase, CLH may cease paying the Dealer lot any Contract purchases, or otherwise any amounts due to the Dealer, until CLH is paid in full.
13. Indemnity:
The Dealer agrees to indemnify, defend and hold CLH, and its respective shareholders, directors, officers, employees, representatives, agents, servants and successor, harmless from and against any and all claims, losses, damages, injuries, liabilities, costs, expenses, actions,
suits and proceedings, including, but not limited to, court costs and legal fees, arising out of or relating to
a. The Dealer’s breach of this Agreement,
b. The Dealers maintenance, use, or disclosure of Buyer’s information (including Personal Information),
c. The Dealer’s evaluation of Buyer for financing,
d. The Dealers pricing of the Vehicle or pricing of the credit as relates to the Buyer,
e. The Dealer’s denial of financing, or other adverse action, relating to a Buyer, or
f. any actions or failure to act of the Dealer in connection with the Credit Applications
This indemnification will survive the termination of this Agreement.
14. Capacity/independent contractor
In providing the services under this Agreement it is expressly agreed that CLH is acting as an independent contractor and not as an employee. CLH and the dealer acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a
contract for service.
15. Modification of Agreement
CLH can modify and amend this Dealer Agreement at any time by written notice to Dealer. Each time Dealer sends CLH a Credit Application and/or accepts payment for a Contract, Dealer expresses its agreement to and acceptance of the then current terms of the Dealer Agreement. Dealer may not assign this Agreement without the prior written consent of CLH. CLH may assign this Agreement upon written notice to the Dealer, This Agreement shall be binding upon and insure to the benefit of the parties hereto and their respective successors and permitted assigns.
16. Time of the ESSENCE
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
17. Assignment
Canadian Lending Hub Inc. will not voluntarily, or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Dealer.
18. Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this agreement except as expressly provided in this Agreement.
19. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario.
20. Waiver
The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.