Privacy Policy

B2B Communication and Texting Policy

Terms and Conditions

Text Messaging Compliance

Master License Agreement (United States)

Master License Agreement (Canada)

Previous Master License Agreements (United States)

Previous Master License Agreements (Canada)

myKaarma Canada Corp. d/b/a myKaarma^(R) (“myKaarma”, “We” or “Us”) agrees to provide, and Dealer agrees to purchase, subject to the requirements, conditions, and terms set forth herein, the Products identified on the Product Order Form(s), including any Schedule(s) thereto.  The contract between myKaarma and Dealer shall consist of the Product Order Form(s), the Schedule(s), this Master License Agreement, the Terms & Conditions of Use, any subsequent Product Order Forms or Schedules and addenda, if any (collectively the “Agreement”).  The Activation Date for the Agreement shall be the date on which the Products ordered by Dealer on the Schedule(s) are first activated for Dealer’s use.  

1. License.  Subject to the provisions of the Product Order Form, Dealer’s payment of the Fees set forth on the Product Order Form or Schedule(s) and the requirements of the Agreement, myKaarma hereby provides to the Dealer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license for its employees, agents, operatives, representatives and those contractors specifically approved in writing by myKaarma (“Authorized Users”) to access and use, the software, hardware, technology, information, know-how and documentation  specified in the Product Order Form (the “License”) and the applicable Schedule(s) (collectively, the “myKaarma System”) solely in accordance with the terms and conditions set out in this Master License Agreement and the Agreement and only on the computers at the locations specified in the Product Order Form.   Dealer agrees that myKaarma may refuse to permit any contractor(s) access to and/or use of the myKaarma system for any reason.  However, myKaarma agrees that is shall not unreasonably withhold such access and/or use from Dealer’s contractors.  The Parties agree that the myKaarma System necessarily includes any software or hardware on which the myKaarma System operates or which may be made available to Dealer through its use of the myKaarma System, including without limitation myKaarma’s proprietary software.    Dealer may access and use the myKaarma System solely for its internal business operations during the Term.  Authorized Users may use the myKaarma System subject to the provisions of the Terms and Conditions of Use.  The terms of this Agreement shall also apply to: (1) any modules or features that myKaarma subsequently develops; (2) any modules or features that augment or enhance the myKaarma System; and (3) any “read only” services hereafter acquired.  Dealer agrees that installing and using the myKaarma System indicates that Dealer has read and accepts the provisions of this Agreement.

2. Internet-based services/License.  Dealer understands and acknowledges that the myKaarma System is made available on a hosted basis over the Internet, that by using the myKaarma System Dealer’s computer systems must send information in a secure manner using Secure Sockets Layer and encryption over the Internet, and that Dealer consents to such transmission and shall indemnify and hold myKaarma harmless as a result of any loss, damage, complaint or administrative actions arising from Dealer’s failure to ensure the security of information transmitted by Dealer. Dealer and its Authorized Users remain solely responsible to obtain and maintain Internet connectivity and for the acquisition, maintenance and security of any computer hardware or software required for accessing and using the myKaarma System.  myKaarma may update, enhance, add to, suspend, or otherwise change the features, functionality, and user interface of the myKaarma System from time to time in its sole discretion and without notice.  If myKaarma makes such a change then it is Dealer’s sole responsibility to obtain the necessary computer hardware or software required for operation of the myKaarma System.  In order to obtain the functionality of the myKaarma System, Dealer hereby expressly grants a royalty free, non-exclusive, license to access and extract data residing on Dealer’s computer systems, including without limitation its local area network, dealer management system, customer relationship management system and/or data archiving system, if any (“Dealer’s computer systems”).  myKaarma and Dealer understand and agree that the data access and extraction rights granted hereunder are intended to ensure that the myKaarma System performs optimally.  myKaarma and Dealer further understand and agree that these rights are granted for the enhancement and improvement of the myKaarma System.  Subject to the terms of the license granted hereunder, myKaarma understands and agrees that Dealer reserves all ownership rights in extracted data.  In order to receive the benefits of the myKaarma System, Dealer warrants and represents that it owns the data residing on Dealer’s computer systems and is conveying to myKaarma the right to access and extract such data.  Dealer understands and agrees that under no circumstances shall myKaarma bear any liability to Dealer for accessing or extracting the data residing on Dealer’s computer systems.
3. Restrictions. The myKaarma system is licensed pursuant to the License and not sold.  This Agreement gives Dealer only limited permission to use the myKaarma System and the intellectual property rights embodied therein.  myKaarma reserves all intellectual property rights and any other rights arising under statute or common law.  Dealer may use the myKaarma System only as expressly permitted in this Agreement. In doing so, Dealer must comply with any technical limitations in the myKaarma System. Without limiting the foregoing, Dealer will not, and will not permit any Authorized User or unauthorized party to:

• work around any technical limitations in the myKaarma System;
• reverse engineer, decompile or disassemble the myKaarma System or any part thereof or otherwise attempt to discover any source code, modify the myKaarma System in any manner or form, or use unauthorized modified versions of the myKaarma System, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the myKaarma System;
• publish the myKaarma System for others to copy or use;
• rent, lease, lend, or outsource the myKaarma System or make it available on a service bureau or time-share basis; or
• reproduce, duplicate, copy, sell, trade or resell the myKaarma System for any purpose.

Dealer is expressly prohibited from sublicensing use of the myKaarma System to any third parties.  Dealer shall not take any action to interfere with the myKaarma System or any other user’s use of the myKaarma System, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the myKaarma System, or circumvent or disable any security or other technological features or measures of the myKaarma System.  Dealer will take reasonable efforts to ensure that the Authorized Users comply with the terms of this Agreement.  Dealer will also help monitor, administer and manage the use of the myKaarma System by Authorized Users, and will be responsible for its Authorized Users’ violations of the terms of this Agreement.  

2. In the course of using the myKaarma System, Dealer will transmit data about its customers, including without limitation names, addresses, email addresses, personal information, and transaction data (“Customer Data”), to servers and networks owned and/or operated by or on behalf of myKaarma. Dealer acknowledges that Customer Data may be stored or transmitted in Canada or the United States of America on cloud-based servers.

myKaarma is committed to protecting the security of Customer Data and other data transmitted by Dealer.  myKaarma acknowledges that Dealer is subject to the requirements of the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and Dealer represents and warrants that it has obtained the necessary express consent from its customers to collect, use and transmit the Customer Data through the myKaarma System and within Canada and/or the United States of America/  myKaarma and its designated third party providers and affiliates shall comply with all applicable laws, rules and regulations, whether federal or provincial, or state, in relation to its handling, processing, storage and use of Dealer’s data and/or Customer Data entered into, collected, received or stored via the myKaarma System.  myKaarma shall take commercially reasonable physical, electronic, and procedural safeguards to protect the confidentiality of Customer Data and to prevent unauthorized access, loss and use of such data.  Dealer acknowledges and agrees that it is solely responsible for its own compliance with the PIPEDA and that no provision of this Agreement is intended to constitute a guarantee or representation that myKaarma and/or the myKaarma System will bring Dealer into compliance with PIPEDA.  At all times, Dealer remains responsible to comply with PIPEDA and any other applicable law with respect to its computing devices and its facilities.  

Dealer acknowledges and agrees that it is Dealer’s sole responsibility to protect the security of its and its employees’ access credentials to the myKaarma System (the “Access Credentials”).  Access Credentials will not be shared.  On a shared computer, Authorized Users should always logout to prevent unauthorized access to Customer Data.

myKaarma agrees that it will not distribute, share, disclose, or use Customer Data for any reason without prior written consent of Dealer, except to: (1) ensure the proper functioning of the myKaarma System; or (2) improve the current and future functionality of the myKaarma System.  

As between myKaarma and Dealer, Dealer shall own all such Customer Data, including any reports or compilations thereof.  Dealer agrees that myKaarma shall have the right to analyze, manipulate and retain Customer Data, in anonymous, de-identified, and/or aggregate form, and that myKaarma shall have the right to analyze, manipulate and retain any reports, compilations, or analyses that it creates (collectively “Analyses”).   Nothing in this Agreement shall grant or transfer to Dealer any right, title, license, or interest to any works (including software, algorithms, data structures, and schema used to analyze and manipulate data) that belonged to myKaarma prior to the date of this Agreement or that myKaarma creates during the term of this Agreement.  Dealer acknowledges and agrees that myKaarma shall have sole and exclusive ownership of such works and all Analyses, provided the data has been de-identified.  During the term of this Agreement, myKaarma shall have the right to use Customer Data to improve the design, functionality, and performance of the myKaarma System, including, from time to time, to survey the opinions of Dealer’s customers regarding myKaarma’s services and their preferences.

1. Confidential Information.  The parties agree that during the course of performance under this Agreement, each party may disclose to the other party certain technical and/or non-technical information, which is either (i) marked confidential, restricted or proprietary by the disclosing party or (ii) is treated as confidential by disclosing party owner and would reasonably be understood to be confidential, whether or not so marked of such disclosing party (collectively, the “Confidential Information”).  The myKaarma System, the software and technology underlying it, the pricing information, the Product Order Forms, the Schedule(s), and this Master License Agreement, the, any trade secret under applicable law, and  any addenda shall be deemed Confidential Information of myKaarma.  Customer Data and individually identifiable transaction data shall be deemed Confidential Information of Dealer. Notwithstanding any other provision of this Agreement, Confidential Information does not include information, technical data or know-how which (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is approved for release by the disclosing party, or (iv) is independently developed by the receiving party without the use of any Confidential Information of the disclosing party.
2. myKaarma is committed to protecting the privacy of the personal information stored by Dealer’s computer systems.  myKaarma’s policies and procedures are designed to protect the security and confidentiality of such personal information.  myKaarma uses good faith efforts to keep its policies and procedures up to date with developments in technology and in compliance with applicable law.
3. Non-Disclosure and Non-Use of Confidential Information.  Each party agrees not to use the Confidential Information disclosed to it by the other party except as expressly permitted by this Agreement or as necessary for the performance of its obligations under this Agreement.  Except as set forth herein, neither party may disclose the Confidential Information of the other party to a third party without the written permission of the other.  Each party agrees that it will avoid the disclosure of Confidential Information of the other party and prevent it from falling into the public domain or the possession of unauthorized persons.  Each party agrees to promptly notify the other in writing if it learns of any misuse, unauthorized disclosure, or misappropriation of Confidential Information of the other party.  This provision shall survive the termination of this Agreement.
4. Publicity.  Neither party may make any public statement regarding the relationship arising out of or contemplated by this Agreement without the other’s prior written approval, which will not be unreasonably withheld.  
5. Dealer understands and acknowledges that the transmission of data or information (including communications by email) over the Internet or other publicly accessible networks cannot be guaranteed to be secure and is subject to possible loss, interception, or alteration while in transit. myKaarma shall be obligated to take commercially reasonable measures to protect the security of the myKaarma System and data transmitted or stored through it.  Because no system can be one hundred percent  (100%) secure, myKaarma does not guarantee that the myKaarma system or data stored or transmitted through it will not be accessed by unauthorized third parties and it disclaims all warranties regarding the security of the myKaarma system. 

myKaarma and its third party vendors and affiliates shall comply with all applicable laws and regulations, including those that apply to communicating with Dealer’s customers through any medium, including but not limited to Canada’s Anti-Spam Legislation (“CASL”). Dealer represents and warrants to myKaarma that it has obtained the necessary express consent to receipt of commercial electronic messages from third party vendors such as myKaarma and/or with respect to communications using the myKaarma System on behalf of Dealer. Dealer agrees that it shall ensure that anyone on the Dealer’s internal do not call list is removed from the list of phone numbers provided to MyKaarma and obtain, at the Dealer’s own expense, a subscription account number (“SAN”) to the National Do-Not-Call-List (“Canadian Registry”) in Canada for all area codes to which the Dealer intends to place calls, and the Dealer shall provide its SAN for the Canada Registry and represents and warrants that it maintains its SAN and an up to date Do-Not-Call List Dealer shall promptly notify MyKaarma of any changes to its SAN relating to do-not-call lists. Dealer shall comply with the Canadian Radio-television and Telecommunications Commissioner Unsolicited Telecommunications Rules (“Telemarketing Rules”) in the course of operating the myKaarma System.

1. Activation Date. In the event of a dispute concerning the Activation Date then the Parties agree that myKaarma shall be exclusively entitled to establish the Activation Date.
2. Fees.  Dealer shall pay the fees as set forth in the Product Order Form and Schedule(s) (the “Fees”). In the event myKaarma voids the Agreement under the conditions set by the Product Order Form pertaining to the installation of the myKaarma System then Dealer shall not be entitled to any form of refund for fees previously paid.
3. Non-Electronic Invoices / Non-Payment.  If Dealer requires non-electronic invoices, myKaarma will provide that service for an additional monthly fee of $100.  In the event of any nonpayment, Dealer will reimburse all costs or expenses (including, but not limited to, reasonable legal fees and costs) that myKaarma incurs in collecting any amount that is not paid when due.
4. Taxes.  The Fees do not include any taxes that may be applicable. Dealer assumes the obligation for and shall pay when due all present and future taxes, excluding any taxes on or measured by myKaarma’s net income.  Notwithstanding the foregoing, if myKaarma is required to pay any tax or other charge that is Dealer’s obligation, Dealer shall reimburse myKaarma promptly upon myKaarma’s demand.
5. Billing Disputes.  In the event that Dealer in good faith disputes the Fees then Dealer shall promptly notify myKaarma in writing of the amounts in dispute and the reasons for the dispute.  Thereafter Dealer shall work in good faith with myKaarma to resolve the dispute promptly.  Notwithstanding any such dispute, Dealer shall timely pay all undisputed amounts.  If no disputes are so identified within thirty (30) days of the date of the invoice then the invoice shall be final and conclusive.  In the event a billing dispute cannot be resolved within thirty (30) days then Dealer shall be obligated to pay the full amount of the invoice provided that Dealer may seek to recover the disputed amount pursuant to the dispute resolution procedures set forth herein.
6. Default.  If Dealer fails to pay any amount of money due hereunder, or defaults in the performance of the other obligations set forth herein, is or becomes bankrupt or insolvent, as those terms are defined in the bankruptcy and insolvency laws applicable in Canada; (ii) becomes subject to the insolvency or bankruptcy laws of any jurisdiction in which it carries on business; (iii) fails or declares its inability to pay amounts owed when they become due; (iv) winds up or passes a resolution to wind up or otherwise ceases to carry on its ordinary business, voluntarily or otherwise; (v) causes the appointment of a receiver or custodian to take possession of its assets; (vi) arranges with its creditors or applies to an administrator or court of competent jurisdiction for protection from its creditors; or (vii) becomes, or myKaarma has reasonable grounds for believing that Dealer may imminently become, for any reason, incapable of continuing to perform its obligations under this Agreement  then myKaarma may immediately \declare all amounts due hereunder to be immediately due and owing and cease performance of this Agreement and pursue remedies under subsection 13b.In the event myKaarma is forced to terminate this Agreement then Dealer agrees to reimburse myKaarma for any and all expenses myKaarma incurs in declaring a termination and obtaining a recovery, to include reasonable legal fees, arbitration costs and/or costs of court.
7. Service Charge / Interest.  Dealer agrees to pay a 1.5% per month service charge on the balance owed on any overdue invoice.  In the event it becomes necessary for myKaarma  to invoke the Dispute Resolution procedures set forth herein to collect payment of an overdue invoice(s) then Dealer agrees to pay and myKaarma shall be entitled to seek all costs and expenses incurred in connection with myKaarma’s collection efforts, including but not limited to court and arbitration costs, filing and service fees, legal fees, paralegal fees, and expert fees and interest at the rate of eighteen percent (18%) per annum or at the maximum rate allowed by law, whichever is less.

   myKaarma is PCI compliant, and it uses its best efforts to achieve, demonstrate, and maintain Payment Card Industry (“PCI”) compliance throughout the annual validation/assessment cycle and across all systems and processes.

Dealer shall be responsible for establishing and maintaining compliance with PCI data security standards and for otherwise ensuring the security of customer financial information and Customer Data from access by unauthorized persons, including without limitation ensuring that credit card readers are protected from tampering.  Dealer agrees to protect and maintain all payment and PIN devices purchased or otherwise obtained from myKaarma in accordance with the merchant Payment Card Industry (PCI) requirements, and according to guidelines and reference materials provided by myKaarma (link to document – https://goo.gl/8J9li9), in support of the dealership compliance and security.  Dealer also agrees to perform periodic inspections based on the document link provided above (at a minimum quarterly) of the payment devices for tampering, and to check that the serial numbers of the devices match those provided to Dealer. Suspected tampering or otherwise failed inspections need to be reported to myKaarma.  Dealer, and not myKaarma, shall be liable for any losses, damages, or expenses, that result from failure to maintain such security.  Dealer agrees that it will defend, indemnify, and hold myKaarma harmless against any loss, claim, damage, or expense (including reasonable legal fees on a substantial indemnity scale and costs) that arises from or relates to Dealer’s breach of its obligations under this section.  

Dealer acknowledges and agrees that myKaarma owns and shall own, solely and exclusively, all rights, title, and interest in and to the myKaarma System and all software, hardware, technology, information, know-how and documentation used in providing the myKaarma System to Dealer, to include all of the intellectual property embodied therein, as well as any Confidential Information of myKaarma (collectively, the “myKaarma Technology”).  Dealer understands that the myKaarma Technology is protected by patent, copyright, trademark, and/or trade secret laws of the United States and Canada and their foreign equivalents.  Except as expressly provided in this Agreement, the License granted to Dealer does not convey any rights in the myKaarma Technology, express or implied, or ownership in the myKaarma Technology or any intellectual property rights thereto.  Any rights not expressly granted herein are reserved by myKaarma.

8. EXCEPT AS EXPRESSLY STATED HEREIN, THE MYKAARMA SYSTEM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, OR ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR TRADE USAGE.  MYKAARMA DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. 

WITHOUT LIMITING THE FOREGOING, MYKAARMA MAKES NO WARRANTIES THAT THE OPERATION OF THE SERVICE OR ACCESS TO THE MYKAARMA SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE OR REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE MYKAARMA SYSTEM.  MYKAARMA MAKES NO WARRANTY ABOUT THE SUITABILITY OF THE MYKAARMA SYSTEM OR CONTENT FOR ANY PURPOSE AND DOES NOT WARRANT THAT THE MYKAARMA SYSTEM WILL MEET DEALER’s REQUIREMENTS.   

MYKAARMA EXPRESSLY DISCLAIMS THAT USE OF THE MYKAARMA SYSTEM WILL SATISFY ANY

STATUTORY OR REGULATORY OBLIGATION OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY PROVINCIAL, FEDERAL OR INTERNATIONAL LAW OR REGULATION.  DEALER UNDERSTANDS AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE MYKAARMA SYSTEM IS IN ACCORDANCE WITH APPLICABLE LAW. 

NEITHER MYKAARMA NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE MYKAARMA SYSTEM SHALL BE LIABLE, IN ANY CIRCUMSTANCES OR UNDER ANY THEORY, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE (WHETHER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE MYKAARMA SYSTEM) EVEN IF MYKAARMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

Dealer acknowledges and accepts the risks related to the use of the myKaarma System including delays, bugs and lapses in Internet connectivity and that delivery of content or data may be slow, interrupted, and subject to failures and/or crashes.

SUBJECT TO SECTION 10, MYKAARMA’S (AND ITS AFFILIATES OR PARENT ENTITIES) SOLE LIABILITY UNDER THIS AGREEMENT AND DEALER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNT DEALER PAID FOR ACCESS TO AND USE OF THE MYKAARMA SYSTEM DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT MYKAARMA RECEIVES NOTICE OF A CLAIM BY DEALER.  THE PARTIES AGREE THAT THIS LIMITATION REPRESENTS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE PARTIES’ BARGAIN, A REASONABLE ALLOCATION OF THE RISK UNDER THIS AGREEMENT, AND THAT BUT FOR THIS LIMITATION OF LIABILITY MYKAARMA WOULD NOT PROVIDE DEALER WITH A LICENSE TO USE THE MYKAARMA SYSTEM. 

NEITHER MYKAARMA NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE MYKAARMA SYSTEM SHALL BE LIABLE, IN ANY CIRCUMSTANCES OR UNDER ANY THEORY, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE (WHETHER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE MYKAARMA SYSTEM) EVEN IF MYKAARMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

The parties to this Agreement shall mutually defend, hold harmless and indemnify each other (their affiliates, directors, officers, employees, agents and shareholders), against all loss, damage, claims, liabilities, costs and expenses (including but not limited to reasonable legal fees) arising out of a judgment obtained by a third-party related to a breach or violation of any provision, obligation or duty under this Agreement or under applicable law.  In addition to the foregoing, Dealer agrees that it shall defend, indemnify, and hold myKaarma harmless from and against any judgment rendered by a court of competent jurisdiction (including reasonable legal fees and costs awarded therein) arising from or relating to Dealer’s violation of any of the terms and conditions of this Agreement or from Dealer’s use or misuse of the myKaarma System.  Further, myKaarma shall defend, hold harmless and indemnify Dealer (its affiliates,  directors,  officers,  employees,  agents  and shareholders),  against all loss, damage, claims, liabilities, costs and expenses (including but not limited to reasonable legal fees) arising out of a judgment from a court of competent jurisdiction that the myKaarma System or related services and/or software supporting the myKaarma System and services infringes any intellectual property rights of any third party in the Canada (“IP Claim”). In the event a Party seeks indemnity then such party shall notify the other of the legal action for which indemnification is sought.  Such notice shall be provided not later than twelve (12) months before the rendition of the judgment.  The failure to give such notice shall relieve the indemnifying party of its obligations hereunder because the indemnifying party shall be deemed to have been materially prejudiced by the failure to give notice.  In the event that a third-party claim is brought and notice is provided then the indemnifying party shall have the right and option to undertake and control (at its expense) the defense of such action with counsel of its choice; provided, however, that the party seeking indemnity may, at its own expense, participate and appear on an equal footing with the indemnifying party in the defense of any such third party claim.  The obligation to provide indemnity by either party shall be activated only after receipt of the written notice set forth herein and the rendition of a judgment of a competent jurisdiction against the party seeking indemnity.  The party responsible for providing indemnity shall be required to provide such indemnity unless its indemnity obligation is terminated in accordance with the Dispute Resolution procedures set forth herein. 

Dealer agrees that it shall use the myKaarma System only for lawful purposes and in accordance with this Agreement.  Without limiting the preceding sentence, Dealer agrees that it shall not use the myKaarma System, and shall not permit or allow any Authorized User to use the myKaarma System:  

• In any way that violates any applicable federal, state, provincial, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US, Canada, or other countries).
• For activities that are unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
• In a manner that violates myKaarma’s Terms & Conditions of Use.  

Additionally, Dealer agrees that it shall not:

• Use the myKaarma System in any manner that could disable, overburden, damage, or impair it or interfere with any other party’s use of the myKaarma System, including their ability to engage in real time activities through the myKaarma System (including, without limitation, through a denial-of-service attack or a distributed denial-of-service attack.)
• Use any robot, spider or other automatic device, process or means to access the myKaarma System for any purpose, including monitoring or copying any of the information or content on the myKaarma System.
• Use any manual process to monitor or copy any of the information or content on the myKaarma System or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the myKaarma System.
• Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the myKaarma System, the server on which the myKaarma System is hosted, or any server, computer or database connected to the myKaarma System.
• Otherwise interfere or attempt to interfere with the proper working of the myKaarma System.

Neither party shall be held liable for any delay or failure in performance of its obligations under this Agreement (other than the payment of any amounts due) that results directly from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, epidemics, terrorist acts, riots, insurrections, fires, explosions, nuclear accidents, power blackouts affecting facilities, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, acts or omissions of transportation carriers, or delays associated with visa, immigration and/or custom problems, unavailability of or interruption or delay in telecommunications or third party services (including wireless services), virus attacks or hackers, failure of third party software (a “Force Majeure Event”).  The parties agree that the party whose performance is affected shall use commercially reasonable efforts to minimize the delay caused by the Force Majeure Event and recommence the affected performance.  If the period of non performance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the party whose performance has not been so affected may, by giving written notice, terminate this Agreement without any further liability.

1. The Term of the Agreement shall be as set forth in the Product Order Form(s).  Non-subscription items are licensed and/or purchased on a one-time only basis in accordance with the terms set out in the Product Order Form(s).
2. The Agreement may be terminated as follows: (i) If the Agreement reverts to a month-to-month term, either party may terminate the Agreement for any reason or no reason upon sixty (60) days’ written notice; (ii) if either party materially breaches any of the terms or conditions of this Agreement, including but not limited to the payment of any Fees, then the non-breaching party may terminate this Agreement by giving written notice to the defaulting party identifying the breach; if the default is not cured within thirty (30) days (or ten (10) days if the breach is non-payment of Fees), then the Agreement will be terminated upon written notice; (iii) without notice, (a) if insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of Dealer’s debts, are initiated by or against Dealer; (b) if Dealer makes an assignment for the benefit of creditors, or (c) if Dealer dissolves, sells all or a partial interest in the operating dealership entity or otherwise ceases to do business  

Effect of termination. 

3. Immediately upon any termination, all licenses granted under this Agreement shall terminate. Sections 1.c., 2, 3, 6, 7, 8, 9, 10, 12, 13, 15 and 16 of the MLA and all payment obligations shall survive the expiration or termination of this Agreement for any reason.z

myKaarma is committed to assisting Dealer in the operation and maintenance of the myKaarma System.  Dealer understands and agrees that it is primarily responsible for the operation of the myKaarma System and agrees to appoint a System Administrator to monitor the operations of the myKaarma System. myKaarma will provide consulting support services to Dealer and/or Dealer’s System Administrator in the use and operation of the myKaarma System via telephone or other acceptable modes of communication, e.g., email.  myKaarma may but is not required to provide improvements, enhancements and updates to the myKaarma System on an occasional basis.  myKaarma shall assist Dealer in implementing such improvements, enhancements and updates.  myKaarma’s support obligations shall terminate when: (1) Dealer fails to timely remit payments due under this agreement; (2) this Agreement is terminated; or (3) Dealer is declared to be in breach of this Agreement by myKaarma.

Given the regulatory complexity in both the U.S. and Canada—covering areas like TCPA, CCPA, SOC2, PII compliance, and dealer-driven requirements from firms such as ComplyAuto (operates in the US) and similar firms in Canada—myKaarma constantly adapts its platform.  However, myKaarma cannot guarantee ongoing investment of U.S. resources to meet future Canadian regulatory changes. In the event of such changes—whether driven by evolving laws or trade-related issues like tariffs imposed on U.S. vendors—myKaarma will support efforts by dealers to make the necessary changes, but they must engage their own development resources. myKaarma will provide API access to facilitate this via its Open API site at https://docs.mykaarma.com/.

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario without regard to its conflict of law rules. Any dispute or claim arising out of or relating to this Agreement, or its performance or breach, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.  The arbitration hearing shall take place in the City of Toronto, Ontario before a single arbitrator.  The prevailing party shall be entitled to recover costs and expenses associated with a proceeding, including arbitrator compensation, legal fees and expert witness compensation which were reasonably incurred in such arbitration.  In the event of a dispute concerning the amounts owed by Dealer or the obligation to provide indemnity then the arbitrator shall have no more than one hundred and eighty (180) days from the date of his appointment to issue a reasoned award on the financial and/or indemnity obligation(s) owed under this Agreement.   Neither party shall be prevented by this Section 15 from seeking injunctive relief before a court of competent jurisdiction prior to the initiation of an arbitration proceeding.

1. Notices.  Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (i) in person and notice shall be effective upon delivery; (ii) by certified mail, postage prepaid, return receipt requested and notice shall be effective upon delivery or attempted delivery; (iii) by email and notice shall be effective when email is delivered, (iv) by facsimile and notice shall be effective upon delivery as evidenced by sender’s confirmation receipt, or (v) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and notice shall be effective upon delivery or attempted delivery.  All such notices referenced above shall be sent to the address set forth on the Product Order Form or to such other address as any party may from time to time specify in writing to the other party.
2. Relationship of the parties.  It is the parties’ intention that myKaarma and Dealer shall be independent contractors under the Agreement.  The Agreement shall not be construed as a partnership or joint venture between the parties, and neither will be liable for any obligations incurred by the other party, including but not limited to any contract or agreement of employment.  Except upon the prior written consent of the other party, neither party will have any authority to bind or commit the other party in any manner.  Neither party will represent to any person that it is an agent, officer or employee of the other party or, except as provided in the preceding sentence, that it is otherwise authorized to bind the other party to any transaction.
3. Legal Capacity. Each party hereby represents and warrants to the other that (i) it has the right, power and capacity to enter into this Agreement and to fully perform all its obligations hereunder; (ii) the individual signing this Agreement has been duly authorized to do so on behalf of each respective party; (iii) upon execution of the Agreement each party will be fully bound by the terms; and (iv) the making of this Agreement does not violate any agreement existing between such party and any third party.
4. Assignability.  This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, which consent shall not be unreasonably withheld. Any assignment in violation of this section is void and of no effect.
5. Entire agreement.  This Agreement (including the Product Order Form, Schedule(s), the MLA, the Terms and Conditions of Use and the Addenda, if any) represents the entire agreement of the parties and supersedes any prior discussions, understandings, or agreements relating to the myKaarma System.  This Agreement may not be modified or amended except by a writing signed by both parties. No term or condition of this Agreement shall be deemed waived unless such waiver is in writing signed by the party to be charged.  If any provision of this Agreement is held invalid, such ruling shall not affect the remainder of this Agreement, which shall be deemed to remain in full force and effect. The Product Order Form(s) and Schedule(s) as sent by myKaarma are binding and no alteration or change made by Dealer subsequent to sending by myKaarma shall be binding. In the event of a conflict between the preceding documents, the following shall be the order of precedence: (i) this Master License Agreement; (ii) the Product Order Form(s); (iii) Terms and Conditions of Use; and (iv) Schedules.  
6. Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective, valid and enforceable under applicable law, but if any provision of this Agreement shall be prohibited by, or invalid or unenforceable under, applicable law, then (a) the parties agree that they will amend such provisions by the minimal amount necessary to bring such provisions within the ambit of enforceability, and (b) the court or presiding arbitrator may, at the request of either party, revise, reform or reconstruct such provisions in a manner sufficient to cause them to be enforceable.  In no event shall any prohibition against, or the invalidity or unenforceability of, any provision hereof affect the validity or enforceability of any other provision hereof.
7. No Assignment or Delegation.  Dealer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of myKaarma. myKaarma may assign this Agreement upon thirty (30) days’ notice to Dealer.
8. Legal Fees and Costs.  If either party brings a legal action to enforce or interpret this Agreement, or because of a dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement then the successful or prevailing Party shall be entitled to recover reasonable legal fees and other costs incurred in such action or proceeding, in addition to any remedies to which the prevailing party may be entitled at law or equity.
9. Section Headings.  Section headings used in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement.
10. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original, and all of which together shall constitute but one and the same instrument.  Dealer acknowledges by Dealer’s signature on the Product Order Form he/she has read this Agreement in its entirety and has received a fully executed, duplicate original.
11. Legal Compliance.  At all times, Dealer shall be responsible for compliance with all laws and regulations which are applicable to Dealer use of the myKaarma System.  myKaarma shall not have any obligation to advise Dealer of its responsibilities in complying with such laws or governmental regulations).         
12. Use of Additional Products/Services.  In the Event Dealer licenses additional products and/or services from myKaarma then Dealer shall execute the applicable Product Order Form and Schedule(s).  All additional products and/or services obtained from myKaarma (including “read only” products and services), shall be subject to the requirements of this Agreement.
13. Use at Additional Dealer Locations.  In the event Dealer wishes to use the myKaarma System at a location(s) which is not identified on the Product Order Form then Dealer shall execute a Product Order Form and applicable Schedule(s) for such additional location(s).  Additional location(s) shall be subject to the requirements of this Agreement and the Fees set out in the Product Order Form.
14. English Language.  The parties confirm that it is their wish that this Agreement, as well as other related documents, including notices, have been and shall be drawn in English only.  Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents s’y rattachant, y compris tous avis, soient rédigés en anglais seulement.