Inspection Affiliate Agreement

This Inspection Affiliate Agreement and related order form that is signed by the Parties and which incorporates this Inspection Affiliate Agreement by reference and any orders made pursuant to such documents ("Order Form") (collectively, this "Agreement"), is effective as of the date set out in the Order Form (the "Effective Date"), and is entered into by and between:

Recitals

1. Non-Exclusive Appointment

Inspection Affiliate hereby appoints Inspect This Car, and Inspect This Car accepts such appointment, to act as a non-exclusive independent contractor to solicit, market, take bookings, resell and order the Inspection Affiliate's motor vehicle inspection/maintenance services (the "Inspection/Maintenance Services") to customers in the geographic territory set out in the Order Form (the "Territory"), solely in accordance with the terms and conditions of this Agreement.

2. Status as Independent Contractor

3. General Inspect This Car Obligations

(a) Market the Inspection/Maintenance Services

Inspect This Car shall market, advertise, promote, solicit, take bookings and orders and re-sell the sale of the Inspection/Maintenance Services to prospective and existing customers in the Territory and accept electronic bookings for such Inspection/Maintenance Services via www.inspectthiscar.com (the "Website") (collectively, "Booking Services").

(b) Costs and Expenses

Except as otherwise approved by the Parties in writing, each Party shall conduct its business and perform its services under this Agreement at its sole cost and expense and shall pay all expenses incurred by its efforts hereunder.

(c) Prohibited Acts

Notwithstanding anything to the contrary in this Agreement, neither Inspect This Car nor its staff shall:

• directly or indirectly make any representations or warranties on behalf of Inspection Affiliate or with respect to the Inspection/Maintenance Services, except such as are expressly authorized by Inspection Affiliate;
• engage in any misleading, or deceptive practices with respect to the Booking Services or Inspection Affiliate.

(d) Personal Information

During the Term Inspect This Car shall notify and, where required by applicable law, obtain the consent, of its clients so that their information may be transferred or disclosed to Inspection Affiliate for the purposes of conducting the Inspection/Maintenance Services and Inspect This Car shall not cause or permit any Personal Information to be processed in any manner or for any purpose other than as outlined in this Agreement, Inspect This Car's then-current privacy policy and all applicable laws.

4. Inspection Affiliate Obligations

Inspection Affiliate represents, warrants and covenants that:

• it shall provide Inspect This Car with any information and support in relation to the Inspection/Maintenance Services as may reasonably be requested;
• all Inspection Services shall be conducted in accordance with applicable law and requirements for such motor vehicle inspections (including but not limited to the Ontario Highway Traffic Act, safety standard and codes, Ministry of Transportation guidelines);
• it will bring to Inspect This Car's immediate attention any damage tangible or intangible to any Inspect This Car's client's vehicles within Inspection Affiliate's custody, possession or control;
• it shall at all times use an inspection report form that complies with applicable law;
• when conducting Certified Pre Owned Inspection Services, it will do so using the electronic version provided by Inspect This Car;
• it acknowledges that any information received from Inspect This Car is not for the purposes of a marketing lead and Inspection Affiliate will not solicit, market, cold call, or actively engage any of Inspect This Car's clients unless Inspection Affiliate independently obtains consent;
• it shall not cause or permit any Personal Information to be processed in any manner or for any purpose other than the performance of the Inspection/Maintenance Services in compliance with this Agreement and all applicable laws.

5. Customer Bookings

6. Inspection Fees and Booking Fees

(a) Fee Structure

For each Completed Service Inspection that results from a customer booking via Inspect This Car, and provided that Inspection Affiliate has furnished a correct invoice, Inspect This Car shall pay Inspection Affiliate the inspection fee amount on the Order Form ("Inspection Fee") less the fee charged by Inspect This Car for facilitating each booking ("Booking Fee") on the payment date identified on the Order Form ("Payment Date").

(b) Reports

Inspect This Car shall keep records of all completed Inspection Services conducted as a result of this Agreement and submit to Inspection Affiliate on the report date on the Order Form ("Report Date") a report indicating all sales and total amount of Booking Fees due and deducted. Inspection Affiliate shall notify Inspect This Car in writing of any dispute regarding any Report within ten (10) days of receipt.

7. Compliance with Laws

The Parties shall at all times comply with all applicable federal, provincial, territorial and local laws and regulations in performing their respective responsibilities hereunder.

8. Intellectual Property

(a) Ownership

Inspection Affiliate acknowledges and agrees that Inspection Affiliate shall not acquire any ownership interest in any patents, trademarks, copyrights, moral rights, domain names, works of authorship, trade secrets, or any other intellectual property rights (collectively, "Intellectual Property") owned or licensed by Inspect This Car.

(b) Trademark License

Inspection Affiliate hereby grants to Inspect This Car a non-exclusive, non-transferable, and non-sublicensable licence to use Inspection Affiliate's tradenames, logos and/or trademarks in the Territory during the Term and solely in connection with the marketing, promotion, advertising, and sale of the Inspection Services.

9. Term

This Agreement shall commence as of the Effective Date hereof and shall continue for an initial term of one (1) year unless sooner terminated ("Initial Term"). After the end of the Initial Term, this Agreement will be automatically extended for successive one (1) year periods (each a "Renewal Term").

10. Termination for Convenience

Either Party may terminate this Agreement for convenience, for any reason or no reason, upon by providing written notice to the other Party at least thirty (30) days prior to the effective date of the termination.

11. Termination for Cause

Either Party may terminate this Agreement if:

• the other Party materially breaches this Agreement, and such material breach is incapable of cure or remains uncured thirty (30) days after written notice;
• the other Party becomes insolvent, files for bankruptcy, makes a general assignment for creditors, or has a receiver appointed.

12. Effect of Termination

Upon expiration or termination of this Agreement for any reason, Inspection Affiliate shall promptly:

• deliver to Inspect This Car all documents and materials prepared in the course of performing the Inspection Services;
• immediately return all Inspect This Car-owned hardware provided to it as evidenced on the Order Form;
• deliver all documents containing Inspect This Car's Confidential Information;
• immediately make available for pick up any vehicles belonging to Inspect This Car's customers;
• provide reasonable cooperation in transitioning the Inspection Services to an alternate service provider.

13. Confidentiality

"Personal Information" has the meaning given in the Personal Information Protection and Electronic Documents Act (Canada) ("PIPEDA") or any successor legislation that becomes applicable law.

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, Personal Information whether orally or in written, electronic, or other form or media (collectively, "Confidential Information").

14. Hardware Terms

Key Hardware Provisions:

• Title: Hardware remains property of Inspect This Car at all times
• Use: Only by licensed Inspection Technicians at specified address
• Care: Inspection Affiliate responsible for reasonable care and protection
• Connectivity: Inspection Affiliate responsible for internet/data services
• Return: Must be returned upon termination or pay Hardware Replacement Fee
• No Alterations: Cannot modify hardware without written consent

15. Vehicle Obligations

16. Inspection Affiliate Representations and Warranties

Inspection Affiliate represents and warrants that:

• it shall perform services using personnel of required skill, experience and qualifications in a professional manner;
• it is duly licensed or registered to carry on business and is in good standing;
• it has all necessary power and capacity to enter into this Agreement;
• it is in compliance with all applicable laws relating to this Agreement;
• it has obtained all licenses (including without limitation a relevant and current MVIS licence);
• it is not insolvent and is paying all of its debts as they become due;
• the information provided on the Order Form is accurate, true and correct;
• it has obtained and will maintain all required third-party permissions and consents.

17. Disclaimer

18. Indemnification

Inspection Affiliate shall indemnify, defend, and hold harmless Inspect This Car and its officers, directors, employees, agents, affiliates, successors, customers and permitted assigns against any and all losses, damages, liabilities, claims, actions, judgments, settlements, costs, or expenses actually or allegedly arising out of or resulting from:

• any negligent or more culpable act or omission of Inspection Affiliate;
• any bodily injury, death, or property damage caused by Inspection Affiliate;
• any failure by Inspection Affiliate to comply with applicable laws;
• Inspection Affiliate's breach of this Agreement.

19. Limitation of Liability

37. Non-Solicitation; Non-Competition

Governing Law and Jurisdiction

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada. Any legal proceedings shall be instituted in the courts in the City of Ottawa within the Province of Ontario.