Program Terms and Conditions of Participation.

PLEASE READ THESE TERMS AND CONDITIONS OF PARTICIPATION IN THE KAL PRO+ PROGRAM CAREFULLY. BY PARTICIPATING IN THIS PROGRAM, YOU AGREE TO BE BOUND BY ALL TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. SECTION 8 BELOW CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. THEY AFFECT YOUR RIGHTS. PLEASE READ THEM.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT PARTICIPATE IN THIS PROGRAM.

1. MEMBERSHIP ELIGIBILITY AND OVERVIEW

1.1. The KAL PRO+ program (the “Program”) is offered at the sole discretion of Kal Tire, a corporate partnership (“Kal Tire,” “we,” “our” or “us”). The Program is available to individual and corporate Kal Tire customers and is limited to one account per customer. For corporate customers, related companies or parent/subsidiary companies are considered a single customer.

1.2 The following entities and individuals (“Eligible Participants”) are eligible to participate in the Program:

1. Individuals who are legal residents of Canada and at least 19 years of age or older and who provide and maintain a valid email address or phone number are eligible to participate. This Program is not targeted at children or intended for use by anyone under the age of 19. Employees of Kal Tire are not eligible to participate in the Program;
2. Companies incorporated under the federal law of Canada or under the laws of any Canadian province or territory (each being a “Canadian Company”); and
3. A partnership, where all individual partners are residents of Canada, and in the case of corporate partners, where each is a Canadian Company.

1.3 To be eligible for the Program, all Eligible Participants must operate a trucking fleet of ten (10) commercial trucks or less. If, at any time during their participation in the Program, participants cease to be Eligible Participants, at the sole discretion of Kal Tire, they may become ineligible for the Program and will no longer receive Program Benefits (as such term is defined in Section 3.1).

1.4. By joining the Program and becoming a Program member, you (individually and collectively, “you,” “your,” or “Member”) agree that you have read, understood and agree to be bound by these Program Terms and Conditions of Participation (“Terms”) and by any changes or modifications we may make to such Terms.

You should review these Terms on the Site (as defined herein) to understand the terms and conditions that apply to the Program as they may change from time to time. These Terms do not alter in any way the terms or conditions of any other agreement you may have with us, including any agreement for products or services.

BY ENROLLING IN THE PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT KAL TIRE MAY, AT ITS SOLE DISCRETION AND WITHOUT PRECONDITION, CHANGE THESE TERMS AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. YOU FURTHER AGREE AND ACKNOWLEDGE THAT, BY YOUR CONTINUED PARTICIPATION IN THE PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS, AS MAY BE AMENDED FROM TIME TO TIME.

1.5 By enrolling in the Program, you also agree to be bound by our PRIVACY POLICY and any applicable website TERMS AND CONDITIONS, all of which are incorporated herein by reference. By enrolling in the Program, you further agree and expressly consent to the collection, storage, use and disclosure of your information, including your Personal Information, according to the PRIVACY POLICY. Where used in these Terms, “Personal Information” means any information about an identifiable individual, such as your name, e-mail address, mailing addresses, gender, date of birth, and any data about you that you elect to provide to Kal Tire as part of your participation in the Program.

2. PROGRAM ENROLLMENT

2.1 Eligible Participants may enroll in the Program through one of the following options:

• Visit www.KalProPlus.com (the “Site”) and follow the Program prompts to register for the Program;
• Visit a Kal Tire store at any of the locations listed in Section 3.5 and tell a store associate you would like to register for the Program;
• Speak to a Kal Tire associate by calling the phone numbers provided on the Site and let us know that you would like to register for the Program. We are not responsible for any phone or carrier charges or other costs you may incur by registering for the Program by phone.

2.2 You will be required to provide your full name, company name (if applicable), phone number, email address, postal code, and such other Personal Information or other information about your business operations as Kal Tire deems necessary. You are solely responsible for maintaining the accuracy of your account information and for updating it as required. You may update your personal information by emailing us at: KalProPlus@kaltire.com .

2.3 Only one Program account may be associated with a single email address or phone number. In the event of a dispute over ownership of the Program membership account, the Member will be deemed to be the authorized account holder of the email address submitted at the time of enrollment. For purposes of these Terms, the “authorized account holder” is the natural person or organization who is assigned to the submitted email address by an internet provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address.

3. PROGRAM BENEFITS

3.1 The Program is one way in which we reward and show our appreciation to loyal customers. Members will receive the benefits described at the Site and herein from time to time (the “Program Benefits”). Program Benefits and other offers or promotions may also be published through other media (e.g., in-store, in marketing communications, through social media, etc.) and may be amended or updated periodically.

3.2 Program Benefits and any applicable rewards earned through the Program have no cash value, are non-transferable, and you have no property rights in or to rewards or other Program Benefits. Purchase balances credited to your Program account will be reversed if the purchase is returned or if the balance is obtained through fraudulent activity or other activity that violates these Terms. The sale, barter, transfer, or assignment of any rewards or benefits offered through the Program, other than by us, is expressly prohibited.

3.3 We reserve the right to change how you earn Program Benefits and how we evaluate and reward your eligible purchases and/or other Program activity. We reserve the right to place limits on the number of purchases or activities that are eligible for the Program and/or for any given Program Benefits, the number or types of Program Benefits you may receive or earn in a given time period, or for the duration of the Program, and/or any combination thereof. At our sole discretion, we may revoke or suspend the Program Benefits at any time.

3.4 If you have concerns that a purchase or other activity was not properly applied to your account, you should contact Kal Tire Customer Service at KalProPlus@kaltire.com . Your email must specify your name, address, phone number, and email address associated with the Program, the date of the Program activity, and the issue(s) you encountered. This email must be sent no more than thirty (30) days after the date the purchase or other Program activity took place. We are not responsible for late notifications about purchases or other Program activities not being credited to an account.

3.5 WITHOUT EXCEPTION, Program Benefits can ONLY be redeemed at the Kal Tire locations listed here.

3.6 Program Benefits may include the following and are subject to the following conditions and restrictions:

BY ENROLLING IN THE PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT KAL TIRE MAY, AT ITS SOLE DISCRETION AND WITHOUT PRECONDITION, CHANGE ANY CONDITIONS OR RESTRICTIONS THAT APPLY TO PROGRAM BENEFITS WITHOUT PRIOR NOTICE TO YOU.

4. COMMUNICATIONS

4.1 When enrolling in the Program, you may opt-in to receive (1) Program related emails, including Program marketing emails, and (2) Kal Tire emails, including marketing emails (collectively, “Marketing Emails”). Unless you choose to opt-in, you will not receive Marketing Emails. By opting in, you consent to receiving Marketing Emails until such time as you may choose to opt-out of the Program and/or opt-out of receiving Marketing Emails, in accordance with Section 4.2 below.

4.2 You may opt-out of receiving Marketing Emails at any time by contacting us at KalProPlus@kaltire.com .

5. TERMINATION AND MODIFICATION

5.1 THE PROGRAM AND PROGRAM BENEFITS ARE OFFERED ON A LIMITED TRIAL BASIS AND AT OUR SOLE DISCRETION. WE MAY, IN OUR SOLE DISCRETION, CANCEL, MODIFY, RESTRICT OR TERMINATE THESE TERMS AND/OR THE PROGRAM OR ANY ASPECT OR FEATURE OF THE PROGRAM AT ANY TIME WITHOUT PRIOR NOTICE, EVEN THOUGH SUCH CHANGES MAY AFFECT THE VALUE OF REWARDS OR PROGRAM BENEFITS ALREADY ACCUMULATED OR EARNED AND/OR THE ABILITY TO REDEEM ACCUMULATED REWARDS OR PROGRAM BENEFITS.

5.2 We reserve the right to exclude you from or to discontinue your participation in the Program in our sole discretion. Any abuse of the Program, failure to follow any Program terms, membership inactivity, misrepresentation or conduct detrimental to us or our interests may result in the revocation of your membership and make you ineligible for further participation in the Program. If your membership is revoked, any rewards or benefits in your account will automatically expire and your access to the Program and features will automatically terminate, in our sole discretion. If, in our sole discretion, we suspect fraud, misrepresentation, abuse or violation of these Terms, we also have the right to take appropriate legal action.

5.3 If you decide you no longer want to be a part of the Program, you may cancel your membership at any time by sending an email to KalProPlus@kaltire.com .

6. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

6.1 NEITHER KAL TIRE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS OR THE PROGRAM OR ANY OF THE REWARDS OR PROGRAM BENEFITS ASSOCIATED WITH THE PROGRAM INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.

6.2 YOU AGREE THAT NEITHER KAL TIRE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE RESPONSIBLE OR LIABLE (IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (A) INTERRUPTION OF BUSINESS; (B) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE PROGRAM; (C) DATA NON-DELIVERY, LOSS, THEFT, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (D) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF THIRD PARTY LINKS ON THE SITE OR USE OF ANY REWARD OR BENEFIT OF THE PROGRAM; (E) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES; (F) ANY INACCURACIES OR OMISSIONS IN PROGRAM CONTENT; OR (G) EVENTS BEYOND OUR REASONABLE CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED.

6.3 FURTHER, NEITHER KAL TIRE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE PROGRAM OR AND YOUR PARTICIPATION THEREIN, WHETHER IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY FOR SUCH CLAIMS EXCEED ONE HUNDRED DOLLARS ($100.00).

6.4 YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, YOUR PARTICIPATION IN THE PROGRAM, USE OF ANY REWARDS OR OTHER BENEFIT OR THESE TERMS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH THE PROGRAM, TERMINATION OF YOUR MEMBERSHIP IN THE PROGRAM IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.

7. INDEMNIFICATION

You agree to defend, indemnify and hold us, our parents, subsidiaries, affiliates, partners, licensors, officers, directors, employees, and agents harmless for any loss, damages or costs, including reasonable solicitors’ fees (on a solicitor-own-client basis), resulting from any third party claim, action, or demand resulting from your participation in the Program in violation of any law, rule, regulation or these Terms.

8. GOVERNING LAW AND DISPUTES

8.1 This Program and these Terms will be governed by and construed under the substantive laws of the Province of British Columbia, as if they were a contract wholly entered into and wholly performed within British Columbia and without reference to conflict-of-laws considerations.

8.2 ANY DISPUTE RELATING IN ANY WAY TO THIS PROGRAM, THESE TERMS, YOUR PROGRAM MEMBERSHIP, OR THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN BRITISH COLUMBIA, AND YOU AGREE TO SUBMIT YOURSELF TO THE JURISDICTION AND PROCEEDINGS THEREOF. ARBITRATION MEANS THAT A SINGLE ARBITRATOR WILL DECIDE THE CLAIM, AND YOU WILL NOT HAVE THE RIGHT TO SUE IN COURT OR TO HAVE A JUDGE OR JURY DECIDE YOUR CLAIM. YOUR RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY ALSO BE LIMITED IN ARBITRATION. It is further agreed that any dispute over the scope of this arbitration provision and any dispute as to whether a claim is arbitral shall be submitted to the arbitrator for decision. Notwithstanding the foregoing, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors or otherwise have a cause of action in equity, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to jurisdiction and venue in any such court for such purposes. Arbitration under these Terms shall be conducted in accordance with the Arbitration Act (British Columbia) or any successor legislation. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

8.3. You agree that any arbitration or proceeding shall be limited to the dispute between us and you only , and (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

9. PRIVACY

We value your privacy. The personal information collected from you in connection with the Program, including but not limited to purchases made in connection with your Program membership, will be used and disclosed by us in accordance with our PRIVACY POLICY.

10. CONTACT US

For information about the Program and your membership, contact a service representative at any of the Locations or contact us via email at KalProPlus@kaltire.com . We are not responsible for requests or correspondence lost or delayed in the mail.