Master Repositioning Agreement

1. MASTER REPOSITIONING AGREEMENT

Subject to the terms of this Master Repositioning Agreement, the Repositioning Agreement and the vHub Terms and Conditions (as each such term is defined below), the Owner has made available to the Service Provider, for the sole purpose of providing Repositioning Services, the personal or movable property together with all attachments, replacements, parts, substitutions, additions, and accessories relating thereto, or used in connection therewith, now attached to or delivered with, or which may at any time hereafter be incorporated into or affixed (“Equipment”) more specifically described in the applicable Repositioning Agreement entered into by the Owner by placing a Listing on vHub and by the Service Provider by placing a Service Offer on vHub (defined below) which was accepted by the Owner. Each repositioning agreement shall be a separate and enforceable agreement (“Repositioning Agreement”) with respect to the Equipment described therein, incorporating by reference the terms and conditions of this Master Repositioning Agreement and the vHub Terms and Conditions. Notwithstanding the delivery of the Equipment to, and its possession and use by the Service Provider, the Owner shall retain the full legal title to and ownership of the Equipment, it being expressly understood that each Repositioning Agreement constitutes an agreement for services only.

2. VHUB PLATFORM

The Owner and the Service Provider hereby acknowledge and agree that the Repositioning Agreement is being entered into in connection with the online sharing platform (“vHub”), provided by Finloc 2000 Inc. (“Finloc”) that connects Owners and Service Providers. The vHub website and mobile application and associated services are collectively referred to as the “Services”. This Master Repositioning Agreement, the applicable Repositioning Agreement and the Owner and Service Provider’s use of the Services are subject to the terms and conditions of use of vHub relating to Repositioning Services (the “vHub Terms and Conditions”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the vHub Terms and Conditions.

3. NON-CANCELLABLE AGREEMENT

THIS MASTER REPOSITIONING AGREEMENT CANNOT BE CANCELLED, RESILIATED OR RESOLVED EXCEPT AS EXPRESSLY PROVIDED HEREIN

4. Service Fee

The Owner shall pay to Finloc (on account of the Service Provider), the Service Fees set out in the applicable Repositioning Agreement together with all applicable sales taxes and any other sums due hereunder (including the penalty set forth in Section 5 below). The Service Fee will be due upon Deactivation (“Service Fee”). Please refer to our Payment Terms relating to Repositioning Services.

5. RETURN OF THE EQUIPMENT

The Service Provider shall return the Equipment, in the same condition as the Pick-up time except for normal wear and tear and at Service Provider’s own expense at the Owner’s Drop-Off address or to any other address determined in a further Notice sent by the Owner. Service Provider will be liable to Owner for all expenses Owner incurs or would incur in placing the Equipment in the condition required by this Repositioning Agreement (whether or not Owner actually does place the Equipment in such condition), up to the fair market value of the Equipment. Any additions to the Equipment made in violation with Section 7 which are not removed before return shall become Owner’s exclusive property (lien free) or, at Owner’s option and Service Provider’s expense, removed and returned to Service Provider or sold, destroyed, or otherwise disposed of, all without any liability on the part of Owner or any other person to Service Provider or any other person, and the Equipment restored to its original condition.

6. EXCLUSION OF WARRANTIES

THE SERVICE PROVIDER ACKNOWLEDGES THAT THE OWNER HAS NOT MADE ANY REPRESENTATION NOR GIVEN ANY WARRANTY, WHETHER LEGAL, STATUTORY OR CONTRACTUAL, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, ITS CONCEPTION, GOOD WORKING ORDER, CONDITION, QUALITY, SAFETY, ROAD WORTHINESS, LEGALITY, MERCHANTABILITY, QUIET ENJOYMENT, INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OWNER SHALL NOT, IN ANY WAY, BE HELD RESPONSIBLE FOR ANY LATENT DEFECT OR ANY OTHER DEFECT OF THE EQUIPMENT OR OTHER LACK OF CAPACITY OR PRODUCTIVITY.

THE SERVICE PROVIDER HAS INSPECTED THE EQUIPMENT AND ACKNOWLEDGES THAT THE EQUIPMENT IS IN GOOD CONDITION AND IS SUITABLE FOR THE PURPOSE FOR WHICH IT IS INTENDED, AND THAT ALL SUCH REPRESENTATIONS, WARRANTIES, OR CONDITIONS ARE HEREBY EXPRESSLY WAIVED AND EXCLUDED.

THE SERVICE PROVIDER AGREES THAT ITS USE OF EQUIPMENT MAY CARRY INHERENT RISK, AND BY MAKING A SERVICE OFFER, OR USING THE SERVICES, SERVICE PROVIDER CHOOSES TO ASSUME THOSE RISKS VOLUNTARILY. SERVICE PROVIDER ASSUMES FULL RESPONSIBILITY FOR THE CHOICES SERVICE PROVIDER MAKES BEFORE, DURING AND AFTER THE APPLICABLE SERVICE PERIOD.

BECAUSE CERTAIN FEDERAL OR PROVINCIAL LAWS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO THE SERVICE PROVIDER.

THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS MASTER REPOSITIONING AGREEMENT.

7. OWNERSHIP, ACCESS AND USE

At all times, the Equipment shall be the sole and separate property of the Owner; the Service Provider shall have no property or other rights therein, but only the right to enter, occupy, and otherwise use the Equipment subject to the provisions hereof and of any Repositioning Agreement. The Service Provider acknowledges and agrees that the Equipment shall in all respects be under the sole responsibility of the Service Provider hereunder and under the Repositioning Agreement. The Service Provider shall keep affixed to the Equipment all markings stating that the Equipment is owned by the Owner. The Service Provider shall conform to all laws pertaining to licensing, possession, use and maintenance of the Equipment and shall not use the Equipment for illegal purposes. The Owner may inspect the Equipment at any time and the Service Provider hereby acknowledges and agrees that the Equipment may be tracked by the Owner. The Equipment shall only be used by the Service Provider or by the Service Provider’s employees in a careful, prudent and proper manner. The Service Provider shall cause it to be operated or driven by competent operators only, and, where required by law, such operators shall be duly licensed. The Service Provider shall not make any alterations to or modify the Equipment. Unless expressly agreed by the Owner, the Service Provider undertakes not to use the Equipment to transport any hazardous materials and in no event shall the Service provider use the equipment for the transport of any contraband materials. The Owner and the Service Provider hereby confirm their intents that the Equipment shall always remain and be deemed personal or movable property even though the said Equipment may hereafter become attached or affixed to real or immovable property. The Service Provider shall, if requested by the Owner, use all reasonable efforts to obtain, on behalf of the Owner, any necessary or desirable waiver of the rights of any third party which arise by reason of any item of the Equipment becoming or being attached or united to any movable or immovable property. The Service Provider shall provide such waiver to the Owner for any owner of any such movable or immovable property, as the case may be, and of any mortgagee of the Service Provider.

8. RISK OF LOSS OR DAMAGE

The Service Provider shall bear the entire risk whole or partial loss, theft, destruction or damage to the Equipment from any cause whatsoever from the date of the Pick-up of the Equipment until it is returned and received by the Owner as per Section 5 hereof. Except as provided in this section, no loss will condition, reduce, or relieve Owner’s obligations, including its obligation to pay Service Fee in full. The Service Provider shall promptly notify the Owner of any loss or damage. No loss or damage shall relieve the Service Provider of the obligation to perform its obligations under any Repositioning Agreement. The Service Provider, at the Owner’s option, shall either place the Equipment in good condition, repair, replace the Equipment with an identical product, or pay the Owner the replacement value, breakage costs and other costs.

9. EXCLUSION OF LIABILITY AND INDEMNITY

The Service Provider discharges the Owner from all liabilities and undertakes to indemnify the Owner and to hold the Owner harmless from and against all claims, losses and costs, (including legal fees and reasonable attorneys’ fees) damages and liabilities arising out of the Repositioning Agreement, the Equipment or its use, whether caused by the Owner’s negligence or otherwise, including, without limitation, the manufacturing, selection, purchase, specifications, safety, condition, delivery, possession, use, storage or return of the Equipment. Without prejudice to the foregoing, the Service Provider shall indemnify and hold the Owner harmless from and against all costs, losses and damages, claims, suits or penalties whatsoever incurred or which may be incurred by the Owner or for which it is or may be held responsible: (i) any theft, defect, destruction or loss of the Equipment or damage to the Equipment arising during the Service Provider’s possession of the Equipment, whatever the cause or whoever may be responsible, (ii) to the maintenance, repair or lack thereof, (iii) the use or possession of the Equipment by the Service Provider, (iv) against the Owner’s ownership of the Equipment, (v) any bodily injuries, death or material damage which may arise out of the use, operation or ownership of the Equipment or be caused by or related to the same, or (vi) against any fine or penalty resulting from the purchase, use, manufacturing, renovation, or working order of the Equipment in violation of applicable laws of any jurisdiction where the Equipment may be found or located, at all times or from time to time, and any infringement of any patent or similar right. This clause shall survive the termination of any Repositioning Agreement.

The Owner and the Service Provider hereby agree to indemnify, defend and hold harmless Finloc from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, legal fees and reasonable attorneys’ fees) incurred by Finloc in connection with any claim arising out of, based upon or resulting from the Services, the Repositioning Agreement, this Master Repositioning Agreement or any Equipment and any Equipment damage or personal injury, death or property damage caused by the Equipment to anyone or anything and any violation of applicable laws or regulations, including any such laws or regulations related to transportation and handling of the Equipment.This clause shall survive the termination of any Repositioning Agreement.

The Owner hereby agrees to indemnify, defend and hold harmless the Service Provider from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, legal fees and reasonable attorneys’ fees) incurred by the Service Provider resulting from (i) the cancellation of the Service Offer by the Owner within 24 hours of the Pick-Up and (ii) the unavailability of the Equipment at the Pick-Up.

The Service Provider hereby agrees to indemnify, defend and hold harmless the Owner from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, legal fees and reasonable attorneys’ fees) incurred by the Owner resulting from (i) the cancellation of the Service Offer by the Service Provider within 24 hours of the Pick-Up; and (ii) a Drop-Off at the wrong location.

10. LIENS OR PRIVILEGES AND ASSIGNMENT

The Service Provider shall keep the Equipment free and clear of all hypothecs (in the province of Québec), security interests, liens, privileges and encumbrances. The Service Provider shall not assign, transfer, hypothecate or otherwise place any lien on this Master Repositioning Agreement, any Repositioning Agreement or the Equipment or subcontract the Repositioning Services, nor shall it part with possession or control of the Equipment until returning the Equipment pursuant to Section 5.

11. SERVICE PROVIDER’S AND OWNER’S REPRESENTATIONS, WARRANTIES AND COVENANTS

The Service Provider hereby represents warrants and undertakes as follows:

11.1.    If the Service Provider is not an individual, it is duly constituted and validly subsisting under the laws of its constitution and where it operates, and shall remain as such for the entire term hereof and of any Repositioning Agreement (it shall not proceed with any corporate reorganization, merger or other, without the Owner’s written consent) and has the power and capacity to execute this Master Repositioning Agreement, any Repositioning Agreement and to supply all required certificates and other documents required hereunder or contemplated hereby, including, without limitation, any resolution or certificate of an officer or director of the Service Provider;

11.2.   This Master Repositioning Agreement (including any Repositioning Agreement) has been duly authorized by the Service Provider; where the said document has been executed and delivered in its name by its appropriate directors duly authorized to do so. This Master Repositioning Agreement (including any Repositioning Agreement) constitutes a legal, valid and binding obligation of the Service Provider, enforceable in accordance with its terms; copies of said authorizations, duly certified by an authorized officer of the Service Provider, are delivered to the Owner; and

11.3.    There are no actions, suits or proceedings pending or, to the knowledge of the Service Provider, threatened against the Service Provider for (i) its property or its assets or (ii) the financial situation of the Servicer Provider or its business, either of which could affect the carrying out of this Master Repositioning Agreement (including any Repositioning Agreement) (collectively, “Service Provider Legal Proceedings”). The Servicer Provider shall promptly notify the Owner and Finloc of any Service Provider Legal Proceedings.

11.4.    At all times during the term of this Master Repositioning Agreement, the Service Provider shall comply with all applicable laws or regulations, including any such laws or regulations related to transportation and handling of the Equipment.

Owner hereby represents warrants and undertakes:

11.5.     Owner is either the legal owner of the Equipment or the person having the legal right to the possession and use of the Equipment, has the power and capacity to execute this Master Repositioning Agreement, and this Master Repositioning Agreement (including any Repositioning Agreement) constitutes a legal, valid and binding obligation of the Owner, enforceable in accordance with its terms; copies of said authorizations, duly certified by an authorized officer of the Owner, are delivered to the Service Provider; and

11.6.      There are no actions, suits or proceedings pending or, to the knowledge of the Owner, threatened against (i) the Owner or the Equipment, or (ii) the financial situation of the Owner or its business, either of which could affect the carrying out of this Master Repositioning Agreement (including any Repositioning Agreement) (collectively, “Owner Legal Proceedings”). The Owner shall promptly notify the Service Provider and Finloc of any Owner Legal Proceedings.

11.7.         At all times during the term of this Master Repositioning Agreement, the owner shall comply with all applicable laws or regulations, including any such laws or regulations related to transportation and handling of the Equipment.

12. DEFAULT

A default shall have occurred in any of the following cases:

(a) The Service Provider defaults in the observance or performance of any of its covenants, undertakings and agreements hereunder or under any Repositioning Agreement, and such default shall continue and remain uncured for a period of one (1) day from the date the other party notifies the defaulting party of such default;

(b) The Owner defaults in the observance or performance of any of its covenants, undertakings and agreements hereunder or under any Repositioning Agreement, and such default shall continue and remain uncured for a period of five (5) days from the date the other party notifies the defaulting party of such default;

(c) The Equipment or any part thereof is, in the opinion of the Owner, in imminent danger of serious damage or loss or destruction;

(d) The Equipment or any part thereof is seized under legal process, confiscated, sequestered, seized or attached;

(e) Any proceeding in bankruptcy, insolvency, receivership, winding-up or dissolution is instituted against a party hereunder;

(f) A party makes a general assignment for the benefit of its creditors or declares bankruptcy;

(g) A party no longer carries on business or sales a substantial part of its assets;

(h) A party admits to be insolvent; or

(i) Unless expressly permitted by this Master Repositioning Agreement or the applicable Repositioning Agreement, Service Provider relocates the Equipment or purports to assign or sublet any interest in the Equipment or this Master Repositioning Agreement or applicable Repositioning Agreement or purports to subcontract the Repositioning Services.

The parties undertake to immediately notify the other of any default or notice of default, and shall so advise such other party of the measures taken to dispute or cure such default.

13. REMEDIES ON DEFAULT

Upon the occurrence of an event of default and without any obligation on its part, a party may give the other party notice of default and, upon giving of such notice or at any time thereafter, at its entire discretion, exercise any of the following rights, without prejudice to and in addition to, any other right it may have at law or in equity against the defaulting party:

(a) Declare the Repositioning Agreement terminated and, in the case of the Owner, take possession of the Equipment wherever located, without further formality or proceeding, notice or demand; or

(b) Make any payments to remedy the default and recover such payments from the defaulting party.

14. INSURANCE

Throughout the entire term of any Repositioning Agreement, the Service Provider assumes all risks of loss or damage to the Equipment resulting from any cause whatsoever, and all risks of liability and property damage resulting from the Equipment, its use, its lease, the subcontracting of the Repositioning Services, and, without limiting the generality of the foregoing:

14.1.  The Service Provider shall obtain and maintain insurance coverage on the Equipment for its full replacement value, against all risks of loss or damage to property, including, without limitation, risks of fire, theft, collision and such other risks and perils as are customarily insured against the Equipment in similar circumstances by a diligent commercial enterprise conducting similar operations. The Owner reserves the right to require the Service Provider to effect and maintain insurance coverage against other risks and perils and for additional amounts as Owner deems necessary. The Owner shall be named as loss payee as its interests may appear and as the sole beneficiary in all policies with respect to damage or loss to the Equipment.

14.2.  The Service Provider shall obtain and maintain commercial general liability insurance covering damages as a result of bodily injury and property damage caused by the Equipment, its condition, possession, maintenance, operation and use, and by the Owner’s ownership of the Equipment, throughout the term of any Repositioning Agreement and with a minimum limit of two million dollars ($2,000,000) per occurrence or such other limit as Owner may reasonably require. Such insurance shall be in a form, an amount, and with insurers approved by the Owner.

14.3. (a) Canadian Transactions. The Service Provider shall obtain and maintain an automobile insurance policy owner’s form, on any Equipment that represents a licensed motorized vehicle legally qualified to be operated on a public road, that is fully compliant with all applicable laws and with a minimum limit of two million dollars ($2,000,000) per occurrence or such other limit as Owner may reasonably require. The Owner shall be added therein as a named insured or as an additional insured. Depending on the provincial jurisdiction of the Service Provider, the automobile policy will be a Quebec Automobile Insurance Policy Owners’ Form QPF #1 including QEF No. 5a – Lease or Lease Endorsement, an Ontario Automobile Policy OAP #1 including OPCF No. 5 Permission to Rent or Lease automobiles and extending coverage to the specified Lessee(s), a Standard Owners Automobile Policy SPF #1 including SEF No. 5 Permission to Rent or Lease Endorsement covering damages as a result of bodily injury or property damage caused by the licensed motorized vehicle, its condition, possession, maintenance, operation and use and by the Owner’s ownership of the motorized vehicle, with a minimum limit of two million dollars ($2,000,000) in any one accident or such other limit as Owner may reasonably require. The Service Provider shall obtain and maintain proof of non-owned automobile insurance in the form of a QPF #6 or an SFP #6 (depending on the Provincial jurisdiction of the Service Provider) with minimum limits of two million dollars ($2,000,000) in any one accident or such other limits as Owner may reasonably require.

(b) US Transactions. The Service Provider shall obtain and maintain a Commercial Auto insurance policy (Business Auto Coverage Form no. CA 00 01 10 13 or equivalent), on any Equipment that represents a licensed motorized vehicle legally qualified to be operated on public roads, that is fully compliant with all applicable laws and with a minimum limit of two million dollars ($2,000,000) per occurrence or such other limit as Owner may reasonably require. The Owner shall be added therein as an Additional Insured. Coverage under the Business Auto Coverage Form shall apply to Symbol 1 – Any “Auto” as defined therein and shall at a minimum provide coverage for Hired and Non-owned “Autos”.

14.4. (a) Canadian Transactions. The automobile insurance policy owner’s form must also include coverage for physical loss or damage to the licensed motorized vehicle for an amount sufficient to cover the replacement value of such licensed motorized vehicle and subject to a maximum collision and comprehensive deductible of two thousand and five hundred dollars ($2,500) per loss. The Service Provider shall pay all insurance premiums and furnish to the Owner certificates of insurance evidencing such coverages, to be followed by certified copies of all insurance policies and of all renewals therewith as they come into effect. Each insurer shall agree in writing (a) to give the Owner at least thirty (30) days prior written Notice of any alteration or cancellation or non-renewal of the policy and (b) as respect to the Owner’s interest, that such insurance shall not be suspended or voided as a result of any act, omission, concealment or misrepresentation on the part of the Service Provider. Proceeds of such insurance, at the Owner’s option, shall be applied to the replacement or repair of the Equipment or to the payment of the replacement value/value and to any monies due to the Owner hereunder. The Service Provider appoints the Owner or its assigns, as the Service Provider’s attorney of fact to make claims, to sue for, and to obtain payment of checks or drafts for claims or refundable premiums under such insurance policies. If the Service Provider fails to procure and maintain such insurance, the Owner reserves the right to effect such insurance and pay any premiums, which amount, together with interest, shall then be due and payable forthwith by the Service Provider to the Owner, provided that the Owner shall in no event be obliged to effect and maintain such insurance. All liability insurance policies required under this Master Repositioning Agreement shall be on an “occurrence” basis.

 

(b) US Transactions. The Commercial Auto Insurance policy must also include cover under Section III – Physical Damage Coverage with respect to any physical loss or damage to the licensed motorized vehicle for an amount sufficient to cover the replacement value of such licensed motorized vehicle and subject to a maximum collision and comprehensive deductible of two thousand and five hundred dollars ($2,500) per loss. The Service Provider shall pay all insurance premiums and furnish to the Owner certificates of insurance evidencing such coverages, to be followed by certified copies of all insurance policies and of all renewals therewith as they come into effect. Each insurer shall agree in writing (i) to give the Owner at least thirty (30) days prior written Notice of any alteration or cancellation or non-renewal of the policy and (ii) as respect to the Owner’s interest, that such insurance shall not be suspended or voided as a result of any act, omission, concealment or misrepresentation on the part of the Service Provider. Proceeds of such insurance, at the Owner’s option, shall be applied to the replacement or repair of the Equipment or to the payment of the replacement value/value and to any monies due to the Owner hereunder. The Service Provider appoints the Owner or its assigns, as the Service Provider’s attorney of fact to make claims, to sue for, and to obtain payment of checks or drafts for claims or refundable premiums under such insurance policies. If the Service Provider fails to procure and maintain such insurance, the Owner reserves the right to effect such insurance and pay any premiums, which amount, together with interest, shall then be due and payable forthwith by the Service Provider to the Owner, provided that the Owner shall in no event be obliged to effect and maintain such insurance. All liability insurance policies required under this Master Repositioning Agreement shall be on an “occurrence” basis.

15. NOTICES

Any notice, demand, consent or other communication required or permitted hereunder (“Notice”) shall be in writing and may be delivered, or sent by prepaid registered mail, or by fax or other means which produce a permanent written record (“Transmission”). A mailed Notice shall be deemed to have been given three (3) business days after mailing. A delivered Notice shall be effective upon delivery, and the other Transmissions shall be deemed to have been received at the opening of the next business day. Addresses for a Notice shall be those stated on the face hereof and may be changed in accordance with the foregoing.

16. REGISTRATION

The Owner may proceed to make any registrations, publications, inscriptions or filings as deemed necessary in order to protect its rights and interests hereunder or to provide a release thereof, as the case may be, as to the Equipment, the whole at the Service Provider’s expense.

The parties hereto acknowledge and agree that neither party is granting any intellectual property rights to the other party or any third party in this agreement, that nothing in this Master Repositioning Agreement shall be construed as any such grant of rights, and that each party retains all such intellectual property rights.

17. SURVIVING RIGHTS

Subject to any subsequent Repositioning Agreement or renewal of any such contract as to the Equipment all terms and conditions of this Master Repositioning Agreement and of the relevant Repositioning Agreement, including, but not limited to, the obligation to pay the Service Fees shall survive and be applicable following the expiry of the term until the Equipment has been returned; the foregoing does not constitute the Owner’s agreement to extend the Service Provider’s rights to keep the Equipment. Notwithstanding the foregoing, Sections 4, 9, 15 to 17, and 19 to 30 survive expiration/termination of this Master Repositioning Agreement and the relevant Repositioning Agreement.

18. TIME OF ESSENCE

The prompt and timely execution of its obligations by the Service Provider is of the essence of this Master Repositioning Agreement and of any Repositioning Agreement.

19. REMEDIES CUMULATIVE

All rights and remedies of the parties hereunder shall be cumulative and not exclusive and may be exercised separately or jointly, in any order or combination.

20. GOVERNING LAW, JURISDICTION AND ELECTION OF DOMICILE

In regard to all matters wherein Finloc is a party and/or its rights are in dispute or are to be determined and with respect to any dispute in relation thereto, the Service Provider and the Owner agree that this Master Repositioning Agreement and any Repositioning Agreement executed pursuant thereto and any such dispute will be resolved in accordance with the Governing Law and Dispute Resolution clause of the vHub Terms and Conditions, which is hereby incorporated by reference.

With regards to matters not involving Finloc, this Master Repositioning Agreement and any Repositioning Agreement executed pursuant thereto are governed and shall be construed and interpreted in accordance with the laws of the Owner’s jurisdiction of domicile and the federal laws applicable therein. With respect to any question or litigation in relation thereto, the Service Provider and the Owner irrevocably submit to venue and exclusive personal jurisdiction of the courts of the Owner’s jurisdiction of domicile and each waives all objections to jurisdiction and venue of such courts.

21. LEGAL WAIVERS

To the extent applicable, the Service Provider waives, to the fullest extent permitted by law, the application of the provisions of: (i) The Distress Act (Manitoba); (ii) The Limitation of Civil Rights Act (Saskatchewan); (iii) Articles 1592, 1848, 1849, 2058 and 2125 of the Civil Code of Quebec; and (iv) the sale of goods legislation of any applicable jurisdiction. The Service Provider agrees that the provisions of this Master Repositioning Agreement are commercially reasonable.

22. ADDITIONAL DOCUMENTS

The Service Provider shall provide the Owner with any other documents or written confirmations the Owner may reasonably request with respect to this Master Repositioning Agreement and to any Repositioning Agreement.

23. SUCCESSORS AND ASSIGNS

Save as aforesaid, this Master Repositioning Agreement together with any Repositioning Agreement shall inure to the benefit of and bind the successors and assigns of the Owner and to the recognized heirs, executors, successors and permitted assigns of the Service Provider. The Service Provider declares that it has read this document and that it was given sufficient explanations on the nature and the extent of its obligations hereunder and under all schedules and appendices to this Master Repositioning Agreement.

24. THIRD PARTY BENEFICIARY

The Service Provider and the Owner mutually acknowledge and agree that the provisions of this Master Repositioning Agreement shall also enure to the benefit of Finloc, who will be entitled to rely upon those provisions as fully as though it were a party hereto and have standing, in its sole discretion and in its own name, to require the parties to perform their obligations and responsibilities under those provisions, and to assert and protect its rights thereunder as against the parties directly, including but not limited to initiating, defending and otherwise pursuing legal proceedings. The parties further acknowledge that Finloc has accepted such stipulations to its benefit and that they shall not be permitted to amend this Master Repositioning Agreement in any way if the effect of such amendment is to terminate, diminish or otherwise modify the rights of Finloc as third party beneficiary (without Finloc’s prior written consent).

25. ENTIRE AGREEMENT AND CONFLICT OF PROVISIONS

The vHub Terms and Conditions, this Master Repositioning Agreement together with any Repositioning Agreement duly executed by the parties hereto constitutes the entire agreement between the Service Provider and the Owner. Titles of the sections hereof are for reference purposes only and shall not be construed to limit or define in any way the provisions of these sections and shall not affect the interpretation thereof. If any provision hereof or of any Repositioning Agreement is deemed to be invalid or unenforceable, the remaining provisions shall remain in full force and effect as though the said invalid or unenforceable provision was never a part hereof. In the event that certain terms or conditions hereof conflict with any Repositioning Agreements, the terms of the Repositioning Agreements shall be operative and controlling except with regards to the vHub Terms and Conditions, which shall in all cases be operative and controlling.

26. ASSIGNMENT

Neither the Owner or the Service Provider may assign this Master Repositioning Agreement and any Repositioning Agreement or delegates its rights pursuant thereto.

27. SOLIDARY LIABILITY

When more than one person is designated as the Service Provider or when one or more than one person assumes or otherwise becomes liable for the obligations of the Service Provider, their obligations towards the Owner are solidary (joint and several). Each of them is obliged to perform all of the obligations of the Service Provider hereunder or under any Repositioning Agreement in whole as though they were designated as the Service Provider in this contract and may, among other things, be compelled by the Owner to perform them alone and in totality, each of them waiving and renouncing the benefits of discussion and division. Forfeiture of term incurred by one of these persons may be set up against all of them.

28. EFFECTIVE DATE OF THE MASTER REPOSITIONING AGREEMENT

This Master Repositioning Agreement shall be deemed effective as and from the date of acceptance by the Owner and the Service Provider and remain in force so long as the parties continue to use the Services. A Repositioning Agreement shall become effective at the time of the applicable Activation and shall terminate at the time of the applicable Deactivation.

29. CONFIDENTIALITY

The terms, conditions and provisions hereof and of any Repositioning Agreement, saved as herein provided, shall not be disclosed by the parties hereto without their respective prior written consent. Notwithstanding the foregoing, it is hereby agreed that the Owner may, for financing or refinancing purposes, or from any total or partial assignment, disclose any information in its possession, the Service Provider hereby expressly agreeing to such disclosure.

30. ELECTRONIC SIGNATURE

The Servicer Provider and the Owner hereby agree to conducting business electronically and accepting this Master Repositioning Agreement and all related documents electronically via vHub.

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