Terms & Conditions

TERMS AND CONDITIONS OF STORAGE AGREEMENT

1. Storage Term

1.1 Spec Auto shall store the Vehicle at the Premises for the term agreed upon by Spec Auto and the Tenant (the “Term”). The Term may be an annual rental term, or a monthly rental term which shall continue on a month-by-month basis from the first day of each following month until terminated by the Tenant or by Spec Auto.

1.2 The Tenant shall be responsible for removing the Vehicle or having the Vehicle removed from the Premises at the expiration of the Term.

1.3 If, at the expiration of the Term, the Vehicle has not been removed from the Premises or an appointment has not been made with Spec Auto to remove the Vehicle within twenty-four (24) hours of the expiration of the Term, the Tenant shall be deemed to have continued the Term for a monthly rental term and will be charged the monthly rental term fee plus GST for each additional month that the Vehicle remains at the Premises. Billing for the additional monthly rental term shall commence on the day following the expiration of the Term, and the Tenant shall be responsible for the payment of the entire additional monthly term rental fee.

2. Payment and Fees

2.1 The rental fee agreed upon between Spec Auto and the Tenant for the Term (the “Rental Payment”) is non-refundable. There will be no refunds issued if the Tenant chooses to remove the Vehicle from the Premises prior to the expiration of the Term.

2.2 Spec Auto will not reserve a space within the Premises for the Tenant’s Vehicle until the Tenant pays Spec Auto the Rental Payment amount, or the first monthly Rental Payment for a monthly rental term. If there is no space in the Premises for the Tenant’s Vehicle after the Tenant’s payment of the Rental Payment amount, Spec Auto will refund to the Tenant the full balance of the Rental Payment amount that was paid by the Tenant, and the Agreement between Spec Auto and the Tenant will be terminated.

2.3 If the Term is a monthly rental term, each monthly Rental Payment shall be due on the first day of each month. All unpaid invoices must be paid in full prior to Tenant’s removal of the Vehicle from the Premises. Spec Auto reserves the right to refuse to remove the Vehicle from the Premises if the Tenant has unpaid invoices.

2.4 All Rental Payments shall be made by the Tenant to Spec Auto by cheque, interac e-transfer or by credit card. A three percent (3%) additional processing fee will apply to all Rental Payments made by credit card. If making monthly Rental Payments by credit card, the Tenant agrees to allow Spec Auto to keep the Tenant’s credit card information on file for the sole purpose of charging the monthly Rental Payment amount to the credit card each month.

2.5 No payment by the Tenant or receipt by Spec Auto of a lesser amount than the full balance of the Rental Payment or monthly Rental Payment due shall be deemed to be other than on account of the amount due, and no endorsement or statement on any cheque or payment of the Rental Payment or monthly Rental Payment shall be deemed an accord and satisfaction. Spec Auto may accept such cheque or payment without prejudice to Spec Auto’s right to recover the balance of such Rental Payment or monthly Rental Payment or pursue any other remedies available to Spec Auto by law or statute.

2.6 For a monthly rental term, Spec Auto may apply additional fees to Tenant’s monthly invoice in accordance with the reasonable costs incurred, or additional services requested by the Tenant (“Additional Fees”). For an annual rental term, Spec Auto may apply Additional Fees to the final invoice that must be paid by the Tenant prior to the removal of Tenant’s Vehicle from the Premises. Additional Fees include, but are not limited to:

 a) A late payment fee of ten percent (10%) of the monthly Rental Payment owing to be added to the next monthly invoice if Tenant fails to pay the monthly rental payment within ten (10) days of the monthly Rental Payment becoming due;

b) An environmental clean up fee of two hundred dollars ($200.00) to be added to the next invoice if the Vehicle leaks fluids beyond what can be contained by a drip tray and requires clean up by Spec Auto;

c) A missed appointment fee of twenty-five dollars ($25.00) for each missed appointment by the Tenant to pick up the Vehicle from the Premises;

d) A fee for refueling the Vehicle prior to the removal of the Vehicle from the Premises, at the Tenant’s request and cost, to be added to the next invoice;

e) A service fee of ten dollars ($10.00) to be added to the next invoice for any food or other odour-causing materials that Spec Auto was required to remove from the Vehicle; and

f) A service fee to be determined by the Tenant and Spec Auto, to be added to the next invoice, for the provision of washing, cleaning, and other detailing services to the Vehicle at the Tenant’s request.

3. Spec Auto Obligations

3.1 Spec Auto will make reasonable efforts to keep the Premises heated above zero (0) degrees Celsius at all times. Spec Auto shall not be responsible for any damage that may be caused to the Vehicle in the event that, through no fault, omission, or negligence from Spec Auto, the temperature of the Premises drops below zero (0) degrees Celsius.

3.2 Spec Auto will make reasonable efforts to keep the Premises free of rodents and other pests. Notwithstanding the above, Spec Auto shall not be liable for any damage caused to the Vehicle by rodents or other pests.

3.3 Spec Auto shall have the Premises monitored at all times through the use of security cameras and motion sensors.

3.4 In the months of May to October (the “Summer Months”), Spec Auto shall provide the Tenant with access to the Premises for the removal of the Vehicle within twenty-four (24) hours of the Tenant booking an appointment, subject to employee availability. In the months of November to April (the “Winter Months”), Spec Auto shall provide the Tenant with access to the Premises for the removal of the Vehicle within one (1) week of the Tenant booking an appointment. Spec Auto shall endeavor to satisfy any urgent requests for Vehicle removal on a case-by-case basis but shall not be obligated to provide the Tenant with access to the Premises prior to twenty-four

(24) hours of the Tenant booking an appointment in the Summer Months, or prior to one (1) week of the Tenant booking an appointment in the Winter Months.

3.5 Spec Auto will provide each Vehicle with a drip tray but shall not be liable for any damage to any Vehicle caused by or because of any leakage in excess of what can be captured by the drip tray.

3.6 Spec Auto reserves the right for its employees to move the Vehicle from time to time for the purposes of, without limitation, conducting business or accessing other vehicles, without providing notice to the Tenant.

3.7 Upon check-in and check-out of the Vehicle, Spec Auto will take photographs and video recordings of the Vehicle to assess and keep record of the condition of the Vehicle. Any photographs and video recordings will be time-stamped. Spec Auto shall not be liable for any damage to the Vehicle that was caused prior to check-in, or after check-out.

3.8 Under no circumstances shall Spec Auto be liable for:

a) wear and tear, gradual deterioration, moths, insects, vermin, and inherent defects of the Vehicle;

b) any damage or loss directly or indirectly caused by or contributed to by or arising from: (i) ionising radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; (ii) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (iii) any weapon of war employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter; (iv) loss or damage directly or indirectly occasioned by, happening through or in consequence of war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power, or confiscation or nationalisation or requisition or destruction of or damage to Vehicle by or under the order of any government or public or local authority; (v) acts of terrorism; (vi) any breakage of or accident to machinery or stoppage thereof for necessary maintenance or repairs; (vii) any inability to obtain labour, materials or equipment necessary for maintenance of Vehicle; (viii) any Act of God, sabotage, blockade, insurrection, riot, pandemic, epidemic, lightning, earthquake, flood, storm, fire caused by any means, washout, civil disturbance or explosion; (iv) any legislative, administrative or judicial action which has been resisted in good faith by Spec Auto by all reasonable legal means; (v) the necessity to comply with the requirements of any governmental or quasi-governmental authority having jurisdiction; (vi) any act, omission or event, whether of the kind herein enumerated or otherwise not within the control of the affected party; and

c) any fines or penalties imposed by any court or public authority.

4. Tenant Access to Premises

4.1 The Vehicle shall be brought into and out of the Premises by a representative or employee of Spec Auto. Tenant must arrange an appointment at least twenty-four (24) hours in advance in Summer Months, and one (1) week in advance in Winter Months, to remove the Vehicle from the Premises. Spec Auto shall not release the Vehicle to any person other than the Tenant when the Vehicle is removed from the Premises without prior written consent from the Tenant.

4.2 The Tenant shall only have access to the Vehicle stored in the Premises through an appointment, arranged at least twenty-four

(24) hours in advance, with Spec Auto. While on the Premises, the Tenant shall be accompanied at all times by a Spec Auto employee or representative.

4.3 While on the Premises, the Tenant covenants and agrees to follow all rules, regulations, and safety protocols.

4.4 While on the Premises, the Tenant covenants and agrees to not cause any harm or damage to the Premises or to the vehicles or other property of other tenants. Should any harm or damage occur to the Premises or the property or vehicles of other tenants as a result of the Tenant’s actions, inactions or omissions, or the actions, inactions, or omissions of those whom the Tenant is responsible for at law, the Tenant covenants and agrees to make good any and all damage to the Premises or the property or vehicles of other tenants at the Tenant’s sole cost and expense.

4.5 The Tenant covenants and agrees to indemnify and hold harmless Spec Auto and its directors, officers, agents, employees, and shareholders from and against any and all claims, losses, costs, (including legal costs on a solicitor and his own client basis), liabilities, damages, judgements, causes of action, or expenses relating to death, injury, loss of use of or damage to the person or property of the Tenant, or other harm or damage that may be suffered by the Tenant or to those whom the Tenant is responsible for at law while on the Premises. Spec Auto, regardless of negligence or gross negligence, or any fault, default or wilful act or omission of Spec Auto, shall not be liable for and is hereby released from any liability or claim related to any bodily injury or death of, or loss or damage to, or loss of use of any property belonging to the Tenant or any person for whom the Tenant is responsible for at law, or to any other person or entity, in, or about the Premises. The Tenant acknowledges that Spec Auto shall not, for any reason whatsoever, be liable for and is hereby released from any liability or claim relating to any death or bodily injury or other harm or damage that occurs to the Tenant or any other person for whom the Tenant is responsible for at law while in, or about the Premises. This provision shall survive the termination of this Agreement.

5. Tenant Obligations and Insurance

5.1 The Tenant covenants to pay the Rental Payments when due under this Agreement, and to observe and perform all of the terms, conditions, and obligations to be observed and performed by the Tenant under this Agreement.

5.2 The Tenant shall not under any circumstances be entitled to deduct from or set off from the Rental Payments payable hereunder any amounts that the Tenant may claim to be entitled to from Spec Auto. All disputes with respect to amounts the Tenant wishes to claim from Spec Auto shall be settled as a matter separate from the Tenant’s obligation to pay the Rental Payments.

5.3 The Tenant covenants and agrees to not store dangerous, noxious, filthy, offensive, explosive or highly flammable materials in the Vehicle while being stored on the Premises, with the exception of the gas within the Vehicle’s gas tank.

5.4 The Tenant agrees to clean out the Vehicle before it enters the Premises and ensure that there are no personal items, foods, solvents, or other odour-causing materials remaining in the Vehicle before it enters storage. Spec Auto shall not be liable for the loss, damage, or theft of any personal items that were left in the Vehicle.

5.5 The Tenant is responsible for ensuring that the Vehicle is in mechanically sound condition. Spec Auto shall not be liable for any problems or damage arising from any mechanical issues within the Vehicle during the Term. Mechanical issues include, but are not limited to: electrical issues, motor issues, transmission issues, drive train issues, problems arising from tire integrity, frame and suspension issues, issues arising from lubrication or lack thereof, issues regarding movement of parts, issues arising from fluid levels, and issues regarding windows, doors, and locks. The Tenant agrees to ensure that the Vehicle is in sound condition for the purposes of storage.

5.6 The Tenant agrees to ensure that the Vehicle is in safe running order before storage in the Premises. If the Vehicle is stored on the upper row of storage, the Tenant shall be liable for any and all damage or harm caused by the Vehicle leaking fluids.

5.7 The Tenant understands that it is the obligation of the Tenant to ensure that the Vehicle’s condition is properly and accurately recorded prior to the storage of the Vehicle on the Premises, and agrees to document the condition of the exterior and interior of the Vehicle prior to check-in. Spec Auto shall not be liable for any damage to the exterior of the Vehicle. Notwithstanding the above, Spec Auto and its staff shall take every effort to maintain the Vehicle condition and take care of the Vehicle.

5.8 The Tenant hereby represents, warrants, and agrees that the Tenant is the lawful owner of the Vehicle being stored at the Premises and will advise Spec Auto in writing of the full name and address of any person or corporation other than the Tenant that has any interest in the Vehicle.

5.9 The Tenant shall advise Spec Auto in writing of any change in Tenant’s mailing address no less than ten (10) days before any change in mailing address and provide Spec Auto with the new mailing address and telephone number.

5.10 Spec Auto is not liable for any theft, loss, or damage to the Vehicle whatsoever. The Tenant acknowledges and agrees that Spec Auto is only providing space for the Tenant to store the Vehicle. The Tenant acknowledges and agrees to store the Vehicle entirely at the Tenant’s own risk. The Tenant expressly releases Spec Auto for any injury or loss or damage to the Tenant or the Vehicle and in any event, the Tenant expressly agrees that in the case that any damage is caused to the Vehicle by Spec Auto or its employees or staff, including but not limited to as a result of the direct actions, inactions, negligence or omissions of Spec Auto or its employees and staff, the total liability including without limitation damages, dues, sums, costs or claims, whether direct or indirect, at law or in equity of Spec Auto shall not exceed the amount of the annual Rental Payment. This provision shall survive the termination of this Agreement.

5.11 Spec Auto will not carry insurance on the Vehicle being stored in the Premises. The Tenant acknowledges and agrees that the Tenant shall be responsible for carrying insurance to cover any damage that may occur to the Vehicle at the Tenant’s sole cost and expense.

5.12 The Tenant agrees to carry fire, theft and vandalism coverage on the Vehicle prior to the Vehicle being stored on the Premises and accepts any and all risk of loss or damage that may occur to the Vehicle in the absence of the Tenant obtaining that coverage.

5.13 The Tenant hereby agrees to indemnify and hold harmless Spec Auto and its directors, officers, agents, employees, and shareholders from and against any and all claims, losses, costs (including legal costs on a solicitor and his own client basis) liabilities or expenses which any of them may suffer or incur as a direct or indirect result of the failure of Tenant to perform any of Tenant’s obligations under the Agreement. Spec Auto shall not, for any reason whatsoever, be liable for any damage arising from the actions, inactions or omissions of the Tenant or the actions, inactions and omissions of any persons for whom the Tenant is responsible for in law, including but not limited to: from and against all costs, counsel fees, expenses, and liabilities incurred for or in connection with any such claim or action or proceeding; and in case any such claim, action or proceeding be made or brought against Spec Auto, the Tenant, upon notice from Spec Auto, at the Tenant’s cost and expense, will resist and defend such claim, action or proceeding by counsel satisfactory to Spec Auto. Such indemnification in respect of any such breach, violation, non-performance, damage to property, Premises, vehicles of other tenants, injury or death occurring during the Term of this Agreement shall survive any termination of this Agreement, anything in this Agreement to the contrary notwithstanding.

6. Tenant Default

6.1 If Spec Auto has not received the full balance of the Rental Payments owing for the Term on the due date, then the Tenant shall be deemed to be in default until such time as Spec Auto has received payment of all outstanding Rental Payments and Additional Fees.

6.2 When the Tenant is in default, Spec Auto may require, at Spec Auto’s sole direction, the Tenant to pay all Rental Payments and Additional Fees owing by cash, certified cheque, or secure money order.

6.3 Spec Auto may deny Tenant access to the Premises if the Tenant is in default until such time that the Tenant has paid the outstanding balance of the Rental Payments and Additional Fees and is no longer in default.

6.4 The Tenant shall not remove the Vehicle from the Premises until all outstanding Rental Payments and Additional Fees are paid in full. This includes the late payment fee of ten percent (10%) of the monthly Rental Payment amount if the Tenant fails to pay the monthly Rental Payment within ten (10) days of the monthly Rental Payment becoming due.

6.5 Tenant acknowledges and agrees that if the Tenant remains in default for a period of three (3) months or longer, in addition to any other remedy for the recovery of debts provided for by law or by statute, Spec Auto has the right to sell or otherwise dispose of the Vehicle and all other goods stored on the Premises in accordance with the Warehousemen’s Lien Act (Alberta) and any other applicable law on such matters, and in accordance with this Agreement.

6.6 If the Tenant is in default for a period of longer than three

(3) months, Spec Auto may deliver a Notice of Default to the tenant. The Notice of Default shall specify the total amount owing (including all outstanding Rental Payments and Additional Fees due pursuant to this Agreement) by Tenant to Spec Auto and set out a date not less than twenty-one (21) days after the Notice of Default is mailed, upon or after which date the Vehicle may be sold by Spec Auto if Tenant remains in default.

6.7 The Tenant agrees that any proceeds of the sale of Tenant’s Vehicle by Spec Auto will be applied as follows:

1) In payment of all costs associated with the removal and sale of the Vehicle(s) in the Premises, such as, but not limited to, auctioneer’s charges, moving costs, and costs of required notices and advertisements;

2) In payment of any amounts owed by Tenant pursuant to this Agreement; and

3) Any remaining funds shall be paid out to Tenant without interest upon application of Tenant within twelve (12) months of the date of the sale of the Vehicle unless there are adverse claimants to such tender in which case Spec Auto may apply to pay the excess funds into court.

7. Termination Of Agreement

7.1 The Agreement shall terminate at the end of the Term specified herein, by which time the Tenant shall have set up an appointment for the removal of the Vehicle prior to the end of the Term in writing.

7.2 If the Term has lapsed and the Tenant has not removed the Vehicle in accordance with the Agreement, the Tenant shall be deemed to have continued this Agreement for a monthly rental term (renewing automatically on the first day of each month). The Tenant shall be responsible for payment of fees for each month until Tenant removes the Vehicle.

7.3 Spec Auto reserves the right to terminate the Agreement at any time, for any reason, acting reasonably. Spec Auto shall provide the Tenant with two (2) weeks of prior notice before terminating the Agreement. The Tenant shall have an additional one (1) week after the date of termination to remove the Vehicle from the Premises.

7.4 If the Tenant chooses to terminate the Agreement prior to the end of the agreed upon Term, the Tenant is required to give twenty-four (24) hours prior notice to Spec Auto in the Summer Months, and one (1) week prior notice in the Winter Months to remove the Vehicle. The Tenant shall be responsible for paying the entire balance of the Rental Payment owing for the Term.

8. General

8.1 Headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning and interpretation of this Agreement.

8.2 This Agreement shall be binding upon and enure to the benefit of the Parties hereto and their respective executors, administrators, successors and permitted assigns. The Tenant shall not assign the benefit of this Agreement without obtaining prior written consent from Spec Auto.

8.3 This Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, negotiations, representations, and warranties whether written or oral relating to its subject matter. The terms of this Agreement may not be altered unless the amendment is set out in writing and duly executed by the parties hereto.

8.4 No assent to or waiver of any breach of any one or more of the terms of this Agreement shall be effective unless such waiver or assent is in writing, nor shall any such assent or waiver excuse the performance of any act other than the act specifically referred to in such waiver.

8.5 The remedies of Spec Auto mentioned in this Agreement or provided by law or statute are cumulative and not exclusive and such remedies may be resorted to in such order and in such combination as Spec Auto sees fit.

8.6 The Tenant hereby warrants that any and all information provided herein is true and accurate and further agrees that any information, in the sole discretion of Spec Auto, that reasonably evidences otherwise, shall constitute a breach of this Agreement.

8.7 For the continued safety of all vehicles in storage at the Premises, at all times during the Term of this Agreement and after its termination the Tenant shall take all reasonable precautions to protect the integrity of and shall not divulge to any other person or entity without the express permission of Spec Auto the details of: Spec Auto’s address, any details or observations of Spec Auto’s security measures, and any descriptions or observations of the vehicles that are currently in storage at the Premises. This provision shall survive the termination of the Agreement.

8.8 Spec Auto may from time to time take photographs or videos of the Premises and the vehicles stored therein for marketing or insurance purposes. Any vehicles that are photographed or that appear in any video recordings shall have the license plate numbers and other identifying information blurred out. The Tenant consents to allow Spec Auto to take photographs or videos that may feature the Vehicle, and consents to Spec Auto publishing the photographs or videos on its website for marketing purposes.

8.9 Nothing in this Agreement shall restrict the right of Spec Auto to sell, convey, assign, or otherwise deal with the Premises, subject only to the rights of the Tenant under this Agreement.

8.10 A sale, conveyance, or assignment of the Premises shall operate to release Spec Auto of liability as of and after the effective date thereof, upon all of the covenants, terms, and conditions of this Agreement, express or implied, except as such may relate to the period prior to such effective date, and the Tenant shall thereafter look solely to Spec Auto’s successor in interest in and to this Agreement. This Agreement shall not be affected by any such sale, conveyance, or assignment, and the Tenant shall attorn to Spec Auto’s successor in interest thereunder.

8.11 This Agreement shall be governed and construed in accordance with the laws in force in the Province of Alberta. The provisions of this Agreement shall be construed as a whole according to their common meaning and not strictly for or against the Spec Auto or the Tenant. The words used in this Agreement shall include the plural as well as the singular. Time is of the essence of the Agreement and each of its provisions.

8.12 If any covenant or provision hereof is determined to be void or unenforceable in whole or in part it shall not affect or impair the validity of any other covenant or provision hereof and all sections and subsections hereof are declared to be separate, distinct, and severable.

8.13 This Agreement has been negotiated and approved by the parties and, notwithstanding any rule or maxim of law or construction to the contrary, any ambiguity or uncertainty will not be construed against either of the parties by reason of the authorship of any of the provisions of this Agreement.

8.14 All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors and permitted assigns of the said parties.

8.15 All references in this Agreement to notices or other communication given in writing shall include facsimile transmission, electronic mail, and records in electronic form that fulfill the requirements of the Electronic Transactions Act (Alberta).

8.16 This Agreement may be executed by the parties in separate counterparts each of which when so executed and delivered to all of the parties shall be deemed to be and shall be read as a single Agreement among the parties. In addition, execution of this Agreement by any of the parties may be evidenced by way of electronic transmission of payment for services from Specialty Auto. The party’s payment for vehicle storage services shall deem these terms and conditions fully read and accepted in all regards and a signature is not necessary.