Toyota Cars For Good^TM

THIS PROGRAM IS OPEN TO ELIGIBLE CANADIAN CHARITIES ONLY AND IS GOVERNED BY CANADIAN LAW

Standard data rates apply to participants who choose to participate via a mobile device. Please contact your service provider for pricing and service plan information and rates before mobile device participation.

1. KEY DATES:

Toyota Cars for Good Award (the “Program”) is sponsored by Toyota Canada Inc. (“Toyota”) and is governed by these Official Terms and Conditions (the “Terms”). The Program begins on November 1, 2022 at 12:00:00 a.m. Eastern Time (“ET”) and ends on December 31, 2022 at 11:59:59 p.m. ET (the “Program Period”).

2. ELIGIBILITY TO SUBMIT AN APPLICATION:

To participate in the Program and be eligible to submit an application (an “Application”), you must be a verified charitable organization within Canada that: (i) has an official registered charity number, in good standing, with the Canada Revenue Agency; and (ii) currently does not have a direct relationship with any other automotive manufacturer(s) in Canada (a “Charity”). Note: It is permissible for the Charity to have had, or currently have, a relationship with a Toyota Canada Inc. and/or a Toyota dealership or dealerships – provided the Charity otherwise meets the eligibility requirements outlined in these Terms.

Any and all actions contemplated in these Terms on behalf of a Charity must be completed by an authorized representative of the Charity (a “Representative”) who: (a) is a resident of Canada; (b) has reached the legal age of majority in his/her province or territory of residence; (c) resides in Canada during the Program Period and at the time of selection and fulfillment; (d) has authority and permission from the Charity to participate in the Program on behalf of the Charity; and (e) has the authority to legally bind the Charity – including, without limitation, to these Terms and to any other required documentation as contemplated in these Terms.

FOR GREATER CERTAINTY AND THE AVOIDANCE OF ANY DOUBT, THE REPRESENTATIVE HAS NO RIGHT TO PERSONALLY CLAIM ANY AWARD OR A PORTION THEREOF. THE ENTRANT IN THIS PROGRAM IS THE CHARITY.

Toyota reserves the right, in its sole and absolute discretion at any time, to disqualify any Charity if Toyota determines that allowing the Charity to participate in the Program could bring Toyota into public disrepute or in any way impact the good standing or reputation of Toyota in the eyes of the general public. Toyota’s decisions on all matters arising in this regard shall be final and binding without right of appeal.

3. HOW TO SUBMIT AN APPLICATION:

NO PURCHASE NECESSARY. MAKING A PURCHASE WILL NOT INCREASE OR OTHERWISE IMPACT THE OPPORTUNITY TO RECEIVE AN AWARD IN RELATION TO THIS PROGRAM.

During the Program Period, the Representative of an eligible Charity can submit an Application by going to www.toyota.ca/carsforgood (the “Website”) and following the on-screen prompts to obtain and fully complete the Official Application Form (the “Form”) with all required information – including, but not limited to: (i) the Representative’s full name, valid email address; valid telephone number and Title/Position at the Charity; (ii) the Charity’s full legal name, valid email address, complete mailing address (including postal code), valid telephone number and valid official registered charity number with the Canada Revenue Agency; (iii) a list of the Charity’s funding partners, including other automotive companies; and (iv) a maximum 2000 characters (including spaces) (English or French) written submission (a “Submission”) to each of the following questions:

• Community Impact: Tell us about your organization, your mission and your objectives. Provide examples of active efforts towards achieving such mission and objectives and describe the level of lasting impact in your community.
• Movement: Tell us about how your organization helps reduce barriers for movement and fosters physical accessibility. Please include examples of programs and/or services and their respective results in how they empower Canadians with mobility challenges and improve accessibility.
• Vehicle Need: Tell us why a vehicle is / would be important to your charity's work. Describe how a Toyota Cars For Good vehicle would enable your organization to further reduce barriers to movement in your community, whether it is the expansion of existing programs and/or addition of new initiatives.

To be eligible, all content and materials associated with an Application (collectively, the “Application Materials”) must: (i) be submitted and received during the Program Period; (ii) include all required components and materials noted above; and (iii) be in accordance with these Terms, including, but not limited to, the specific Submission Requirements listed below in Section 6 (all as determined by Toyota in its sole and absolute discretion).

4. APPLICATION LIMIT AND CONDITIONS:

There is a limit of one (1) Application per Charity. If a Charity submits more than one (1) Application, then Toyota will only judge one (1) Application. In this regard, priority will be given to the Application with the highest overall character count (including spaces) for the associated Submission. If there is a tie in this regard, the Application that was received first (as determined by Toyota in its sole and absolute discretion) will be judged.

If it is discovered by Toyota (using any evidence or other information made available to or otherwise discovered by Toyota) that any person has attempted to use multiple names, multiple identities, multiple email addresses, any automated, macro, script, robotic or other system(s) or program(s), and/or any other means not in keeping with Toyota’s interpretation of the letter and/or spirit of these Terms to participate in or to disrupt this Program; then he/she may, in the sole and absolute discretion of Toyota, be disqualified from the Program.

Toyota, its associated and affiliated entities, advertising/promotion agencies and all other individuals and entities involved in the development, production, implementation, administration, judging or fulfillment of the Program (collectively with Toyota, the “Program Parties”), and each of their respective agents, employees, directors, successors, and assigns (collectively, the “Released Parties”) are not responsible for, and accept no liability whatsoever in relation to, any late, lost, misdirected, delayed, incomplete or incompatible Applications and/or Application Materials (all of which are void).

An Application may be rejected if, in the sole and absolute discretion of Toyota: (i) the Application (including, but not limited to, any associated Application Materials) is not submitted and received in accordance with these Terms during the Program Period; and/or (ii) the Application Materials accompanying the Application are not in compliance with these Terms (including, but not limited to, the specific Submission Requirements listed below in Section 6) (all as determined by Toyota in its sole and absolute discretion).

IMPORTANT NOTE: Any individual or entity determined by Toyota and/or its representative(s) to be engaging in any behaviours that Toyota deems to be in violation of Toyota’s interpretation of the letter and/or spirit of these Terms (all as determined in the sole and absolute discretion of Toyota) will be disqualified.

5. VERIFICATION:

All Applications, Application Materials, Charities and participants are subject to verification at any time and for any reason. Toyota reserves the right, in its sole and absolute discretion, to require proof of identity and/or eligibility (in a form acceptable to Toyota – including, without limitation, government issued photo identification): (i) for the purposes of verifying an individual’s eligibility to participate in this Program; (ii) for the purposes of verifying the eligibility and/or legitimacy of any Application, Application Materials and/or other information entered (or purportedly entered) for the purposes of this Program; and/or (iii) for any other reason Toyota deems necessary, in its sole and absolute discretion, for the purposes of administering this Program in accordance with Toyota’s interpretation of the letter and spirit of these Terms. Failure to provide such proof to the complete satisfaction of Toyota within the timeline specified by Toyota may result in disqualification in the sole and absolute discretion of Toyota. The sole determinant of the time for the purposes of this Program will be the official time-keeping device(s) of Toyota.

6. SUBMISSION REQUIREMENTS:

BY SUBMITTING AN APPLICATION, EACH REPRESENTATIVE AGREES THAT THE APPLICATION (AND EACH INDIVIDUAL COMPONENT THEREOF – INCLUDING, WITHOUT LIMITATION, THE APPLICATION MATERIALS) COMPLIES WITH ALL CONDITIONS STATED IN THESE TERMS. THE RELEASED PARTIES WILL BEAR NO LIABILITY WHATSOEVER REGARDING: (I) THE USE OF ANY APPLICATION (OR ANY COMPONENT THEREOF – INCLUDING, WITHOUT LIMITATION, THE APPLICATION MATERIALS); (II) PARTICIPATION IN ANY PROGRAM-RELATED ACTIVITIES; AND/OR (III) ANY USE, COLLECTION, STORAGE AND DISCLOSURE OF ANY PERSONAL INFORMATION. THE RELEASED PARTIES SHALL BE HELD HARMLESS BY EACH REPRESENTATIVE AND CHARITY IN THE EVENT IT IS DISCOVERED THAT THE REPRESENTATIVE AND/OR CHARITY HAS DEPARTED FROM OR NOT OTHERWISE FULLY COMPLIED WITH ANY OF THESE TERMS.

By participating in the Program, each Representative hereby warrants and represents that any Application Materials he/she submits:

• are original to him/her and that the Representative has obtained all necessary rights in and to the Application Materials for the purposes of submitting such Application Materials in the Program;
• do not violate any law, statute, ordinance or regulation;
• do not contain any reference to or likeness of any identifiable third parties, unless consent has been obtained from all such individuals and their parent/legal guardian if they are under the legal age of majority in their jurisdiction of residence;
• will not give rise to any claims whatsoever, including, without limitation, claims of infringement, invasion of privacy or publicity, or infringe on any rights and/or interests of any third party; and
• are not defamatory, trade libelous or obscene, and further that they will not contain, depict, include, discuss or involve any materials that are or could be considered inappropriate, unsuitable or offensive, all as determined by Toyota in its sole and absolute discretion.

Toyota and/or its promotional agency or designated content moderator (the “Reviewer”) reserves the right to screen all Application Materials. Any Application Materials that the Reviewer deems, in its sole and absolute discretion, to violate the terms and conditions set forth in these Terms are subject to disqualification – in which case Toyota reserves the right, in its sole discretion, to take whatever action it deems necessary based on the circumstances – including, without limitation, disqualifying the Application Materials (and therefore the corresponding Application and/or the associated Charity) – to help ensure that the Program is being conducted in accordance with Toyota’s interpretation of the letter and spirit of these Terms.

7. LICENSE:

By entering the Program and submitting an Application, each Representative: (i) grants to Toyota, in perpetuity, a non-exclusive license to publish, display, reproduce, modify, edit or otherwise use his/her Application Materials (and each component thereof), in whole or in part, for advertising or promoting the Program or for any other reason; (ii) waives all moral rights in and to his/her Application Materials (and each component thereof) in favour of Toyota (and anyone authorized by Toyota to use such Application Materials); and (iii) agrees to release and hold harmless Toyota and all of the other Released Parties from and against any and all claims, damages, liabilities, costs, and expenses arising from use of his/her Application Materials (or any component thereof), including, without limitation, any claim based on publicity rights, defamation, invasion of privacy, copyright infringement, trade-mark infringement or any other intellectual property related or other cause of action whatsoever.

8. AWARDS:

There will be a total of three (3) vehicle Awards (each, an “Award” and collectively the “Awards”)available in relation to this Program. Each Award consists of the confirmed winning Charity’s choice of one (1) 2023 Toyota brand vehicle (excluding Special Edition models) selected from one (1) of the following models, subject to availability: (i) Toyota Highlander, (ii) Toyota Sienna, or (iii) a model determined at Toyota’s sole and absolute discretion (a “Vehicle”) – up to a maximum of $90,000 CAD (inclusive of any required mobility accessories, destination/freight charges and applicable taxes and fees).

If a confirmed winning Charity selects a Vehicle that Toyota determines, in its sole and absolute discretion, is unavailable due to production delays or for any other reason, the Charity will be required to select an alternate available Vehicle from among the eligible model(s) set out above (or an alternate available Vehicle from among any other model(s) that Toyota may, in its sole and absolute discretion, determine to be eligible for an Award), which will then be considered the Charity’s Award.

If a confirmed winning Charity selects a Vehicle with a value of less than $90,000 CAD (inclusive of any required mobility accessories, destination/freight charges and applicable taxes and fees), then the Charity will not be entitled to any difference between the actual value of the vehicle selected and $90,000 CAD.

If a confirmed winning Charity selects a Vehicle with a value of more than $90,000 CAD (inclusive of any required mobility accessories, destination/freight charges and applicable taxes and fees), then the Charity will solely responsible for paying any difference between the actual value of the vehicle selected and $90,000 CAD.

Without limiting the generality of the foregoing, the following general conditions apply to each Award: (i) Vehicle must be accepted as awarded and is not transferable, assignable or convertible to cash (except as may be specifically permitted by Toyota in its sole and absolute discretion); (ii) no substitutions are permitted, except at Toyota’s option; (iii) Toyota reserves the right at any time to place reasonable restrictions on the availability or use of the Award or any component thereof, and to substitute the Vehicle for any reason with an Award or Award component(s) of equal or greater retail value, including, without limitation, but solely at the Toyota’s sole and absolute discretion, a cash award; (iv) colour and other specifics of the Vehicle will be at the sole and absolute discretion of the Toyota and subject to availability; (v) manufacturer’s standard warranty, if any, applies to the Vehicle; (vi) upon notification, the Representative of the confirmed winning Charity will be required to personally take delivery of the Vehicle from a Toyota dealership or other location within Canada reasonably close to his/her place of residence in Canada as determined by Toyota, in its sole and absolute discretion, and will be required to present adequate personal identification (in a form acceptable to the Toyota – including, without limitation, government issued photo identification); (vii) Vehicle will not be released unless and until the Representative of the confirmed winning Charity first shows proof (in a form acceptable to the Toyota) of having a valid driver’s license (equivalent to a full “G” class license in Ontario) in the province/territory in which he/she resides and proof (in a form acceptable to the Toyota) of satisfactory insurance; (viii) the confirmed winning Charity is solely responsible for all expenses that are not included in the Award description above, including, but not limited to, registration and license fees, insurance, additional accessories and all other costs associated with: (a) any upgrade or option package(s) that he/she may request (and that may be permitted by Toyota in its sole and absolute discretion) that are not covered by the $90,000 CAD; (b) obtaining a valid driver’s license, license plates, registration, insurance and/or fuel; and/or (c) taking delivery of the Vehicle; and (ix) by accepting an Award, the Representative (on his/her own behalf and on behalf of the confirmed winning Charity) agrees to waive all recourse against Toyota and all of the other Released Parties if the Award or a component thereof does not prove satisfactory, either in whole or in part.

IMPORTANT ADDITIONAL CONDITIONS ON AWARD:

By accepting the Award, the Representative of the confirmed winning Charity hereby agrees (on behalf of the Charity) that: (i) the Vehicle cannot and will not be sold or otherwise dispensed of in any other way for a minimum of one (1) calendar year from the date on which the Award is formally awarded to the Charity; (ii) Toyota will install (at its cost and expense) “CARS FOR GOOD” branded decals (the “Decals”) on the Vehicle that must remain installed and visible on the Vehicle for a minimum of one (1) calendar year from the date on which the Award is formally awarded to the Charity; and (iii) Charity will notify Toyota if the Decals become damaged in any way.

To the fullest extent permitted by applicable law, the Representative of each Charity that is eligible to receive an Award hereby (on his/her own behalf and on behalf of the Charity) agrees that neither the Charity, nor anyone on behalf of the Charity, may seek reimbursement or pursue any legal or equitable remedy from either Toyota or any of the other Released Parties should the Award fail to be fit for its purpose or is in any way unsatisfactory.

Each Charity that is eligible to receive an Award is solely responsible for the reporting and payment of any taxes relating to the applicable Award.

There is a limit of one (1) Award per Charity in relation to the Program. Under no circumstances will the same Charity be eligible to receive more than one (1) Award.

9. SELECTION PROCESS:

A panel of judges (the “Program Judges”) appointed by Toyota will judge each eligible Application on the basis of the following weighted criteria:

Each Application will be given a score (the “Score”) by the Program Judges. Odds of being selected depend on the number and calibre of eligible Applications submitted and received in accordance with these Terms.

The eligible Charities associated with the top three (3) Scores (as determined by the Program Judges, in their sole and absolute discretion) will each be selected as the eligible recipient of an Award (subject to compliance with these Terms).

In the event of a tie between two or more eligible Applications based on Score, the eligible Charity – from amongst all such eligible Applications that are tied – with the highest score on Movement (followed in the event of a further tie by Vehicle Need, then Community Impact) will be selected as the eligible recipient of the applicable Award. In the event of an exact tie based on all Criteria, a new panel of judges will be appointed by Toyota to break the tie in accordance with the preceding procedure.

Judging is scheduled to be completed on or about February 28, 2023.

10. NOTIFICATION PROCESS:

Toyota or its designated representative will make a minimum of three (3) attempts to contact the Representative of each Charity that is eligible to receive an Award (using the information provided on the Form) within three (3) business days of selection. If the Representative of a Charity that is eligible to receive an Award cannot be contacted as outlined above, or if there is a return of any notification as undeliverable; then the Charity may, in the sole and absolute discretion of Toyota, be disqualified (and, if disqualified, will forfeit all rights to an Award) and Toyota reserves the right, in its sole and absolute discretion and time permitting, to select an alternate eligible Charity from among the remaining eligible Applications in accordance with Section 9 (in which case the foregoing provisions of this section shall apply to such newly selected eligible Charity).

11. CONFIRMATION PROCESS:

NO CHARITY IS AN AWARD RECIPIENT UNLESS AND UNTIL TOYOTA OFFICIALLY CONFIRMS THE CHARITY AS AN AWARD RECIPIENT IN ACCORDANCE WITH THESE TERMS. BEFORE BEING DECLARED AS A CONFIRMED AWARD RECIPIENT, the Representative of each Charity that is eligible to receive an Award will be required to sign and return within five (5) business days of notification Toyota’s declaration and release form, which (among other things): (i) confirms his/her and the Charity’s compliance with these Terms; (ii) acknowledges the Charity’s acceptance of the applicable Award (as awarded); (iii) releases Toyota and all of the other Released Parties from any and all liability in connection with this Program, his/her and the Charity’s participation therein and/or the awarding and use/misuse of the applicable Award or any portion thereof; and (iv) agrees to the publication, reproduction and/or other use of the Charity’s name and logo without further notice or compensation, in any publicity or advertisement carried out by or on behalf of Toyota in any manner whatsoever, including print, broadcast or the internet.

If a Charity that is eligible to receive an Award: (a) fails to have its Representative return the properly executed Program documents within the specified time; (b) cannot accept (or is unwilling to accept) the applicable Award (as awarded) for any reason; and/or (c) is determined to be in violation of these Terms (all as determined by Toyota in its sole and absolute discretion); then he/she will be disqualified (and will forfeit all rights to a applicable Award) and Toyota reserves the right, in its sole and absolute discretion and time permitting, to select an alternate eligible Charity from among the remaining eligible Applications in accordance with Section 9 (in which case the foregoing provisions of this section shall apply to such newly selected eligible Charity).

12. GENERAL CONDITIONS:

This Program is subject to all applicable federal, provincial and municipal laws. The decisions of Toyota with respect to all aspects of this Program are final and binding on all participants without right of appeal.

ANY INDIVIDUAL OR ENTITY DEEMED BY TOYOTA TO BE IN VIOLATION OF TOYOTA’S INTERPRETATION OF THE LETTER AND/OR SPIRIT OF THESE TERMS FOR ANY REASON IS SUBJECT TO DISQUALIFICATION IN THE SOLE AND ABSOLUTE DISCRETION OF TOYOTA AT ANY TIME.

The Released Parties will not be liable for: (i) any failure of the Website or any other website or platform during the Program; (ii) any technical malfunction or other problems of any nature whatsoever, including, without limitation, those relating to the telephone network or lines, computer on-line systems, servers, access providers, computer equipment or software; (iii) the failure of any Application, Application Materials and/or other information to be received, captured or recorded for any reason whatsoever, including, but not limited to, technical problems or traffic congestion on the internet or at any website; (iv) any injury or damage to an participant’s or any other person’s computer or other device related to or resulting from participating in the Program; (v) anyone being incorrectly and/or mistakenly identified as a recipient or eligible recipient; and/or (vi) any combination of the above.

Toyota reserves the right, subject only to the approval of the Régie des alcools, des courses et des jeux (the “Régie”) in Quebec, to withdraw, amend or suspend this Program (or to amend these Terms) in any way, in the event of any cause beyond the reasonable control of Toyota that interferes with the proper conduct of this Program as contemplated by these Terms, including, without limitation, any error, problem, computer virus, bugs, tampering, unauthorized intervention, fraud or failure of any kind whatsoever. Any attempt to undermine the legitimate operation of this Program in any way (as determined by Toyota in its sole and absolute discretion) may be a violation of criminal and civil laws and should such an attempt be made, Toyota reserves the right to seek remedies and damages to the fullest extent permitted by law. Toyota reserves the right, subject only to the approval of the Régie in Quebec, to cancel, amend or suspend this Program, or to amend these Terms, in any way without prior notice or obligation, in the event of any accident, printing, administrative, or other error of any kind, or for any other reason whatsoever.

For Quebec residents: Any litigation respecting the conduct or organization of a publicity contest may be submitted to the Régie des alcools, des courses et des jeux for a ruling. Any litigation respecting the awarding of a prize may be submitted to the board only for the purpose of helping the parties reach a settlement.

By entering this Program, each participant expressly consents to Toyota, its agents and/or representatives, storing, sharing and using the personal information submitted for the purpose of administering the Program and in accordance with Toyota’s privacy policy (available at: https://www.toyota.ca/toyota/en/privacy#/al/toyota-privacy-content). This section does not limit any other consent(s) that an individual may provide Toyota or others in relation to the collection, use and/or disclosure of their personal information.

Toyota reserves the right, subject only to the approval of the Régie in Quebec, to adjust any of the dates, timeframes and/or other Program mechanics stipulated in these Terms, to the extent deemed necessary by Toyota, for purposes of verifying compliance by any participant, Application, Applications Materials and/or other information with these Terms, or as a result of any technical or other problems, or in light of any other circumstances which, in the opinion of Toyota, in its sole and absolute discretion, affect the proper administration of the Program as contemplated in these Terms, or for any other reason.

In the event of any discrepancy or inconsistency between the terms and conditions of these English Terms and disclosures or other statements contained in any Program-related materials, including, but not limited to, the French version of these Terms, point of sale, television, print or online advertising and/or any instructions or interpretations of these Terms given by any representative of Toyota, the terms and conditions of these English Terms shall prevail, govern and control to the fullest extent permitted by law.

The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Terms shall otherwise remain in effect and shall be construed in accordance with the terms as if the invalid or illegal provision were not contained herein.

To the fullest extent permitted by applicable law, all issues and questions concerning the construction, validity, interpretation and enforceability of these Terms or the rights and obligations of participants, Toyota or any of the other the Released Parties in connection with the Program will be governed by and construed in accordance with the domestic laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice of law or conflict of law Terms or provisions that would cause the application of any other jurisdiction’s laws. The parties hereby consent to the exclusive jurisdiction and venue of the courts located in Ontario in any action to enforce (or otherwise relating to) these Terms or relating to this Program.