SmarterHome

SmarterHome Affiliate Program Terms & Conditions

Last update: November 29, 2023

These terms and conditions (the “Agreement’), together with any applicable schedules, policies, and guidelines as incorporated by reference in this Agreement (collectively, the “Policies”), and any applicable Insertion Orders (“IO”) shall govern your participation as a member (the “Affiliate”, “you”, or “your”) of the SmarterHome Affiliate Program (the “Program”). The Affiliate covenants and agrees to be bound by the Agreement and any applicable Policies, as amended by SmarterHome (US) Inc.dba SmarterHome (“SmarterHome”) from time to time. In the event that there is a discrepancy or conflict between the terms and conditions of this Agreement, the Policies, and the terms and conditions of an IO, the parties agree that the terms and conditions of this Agreement shall prevail.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY PARTICIPATING IN AND ACCESSING THE PROGRAM, YOU HEREBY AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. DEFINITIONS

1.1 “Affiliate Offering Page(s)” means a website, landing page, or online web posting created

and/or supplied by the Affiliate where the Offer(s) may be made available for display and

promotion. The Affiliate acknowledges and agrees that all Affiliate Offering Page(s) may

require prior approval by SmarterHome.

1.2 “SmarterHome Materials” means the logos, trademarks and trade names, and any

applicable advertising materials and advertising content for marketing and promotional

purposes in connection with the Offer(s).

1.3 “Offer(s)” means any digital content, physical product, or application that is owned and/or supplied by SmarterHome.

1.4 “Program Site” means a website or platform operated by SmarterHome and situated at

www.GarageSmart.com, www.SmarterHome.com, and/or any other domains owned and operated by SmarterHome used in conjunction with the Program.

1.5 “Policies” means the marketing, distribution, and promotional guidelines and requirements,

as amended or replaced, from time to time, and published in this Agreement or on the

Program Site.

1.6 “Sub-Affiliate” means an independent third party contracted by the Affiliate to market and

promote the Offer(s).

1.7 “User” means a consumer or end user using or purchasing the Offer(s).

2. THE PROGRAM

2.1 You must submit a Program application in order to participate in the Program. You must

provide accurate and complete information in the Program application, including without

limitation, a valid, fully functional, and monitored email address. SmarterHome will review the

Program application and will notify you of your acceptance or rejection to the Program.

Under no circumstance shall SmarterHome be obligated to accept or review any Program

application. SmarterHome may accept or reject any Program application in its sole discretion

and for any reason.

2.2 The Affiliate will be permitted to participate in the Program, subject to Program application

approval and compliance with the terms and conditions of this Agreement, the Policies,

and any applicable IO. Upon Program application approval, the Affiliate will be issued a

unique username and password to access its Program account, neither of which may be

used by any person other than the Affiliate. The Affiliate is responsible for maintaining the

secrecy and security of its Program login credentials. Affiliate shall immediately notify

SmarterHome of any breach of security or unauthorized use of the Affiliate’s Program

account. SmarterHome shall not be liable for any damage or losses caused by any

unauthorized use of the Affiliate’s Program account.

2.3 If you are submitting a Program application on behalf of a company, corporation, or other

legal entity, you represent and warrant that you have the authorization and capacity to

bind such company, corporation, or legal entity to the terms and conditions of this

Agreement.

2.4 Upon Program application approval by SmarterHome, you will receive a unique Affiliate ID

number and Affiliate URL which you will use to market and promote the Offer(s). You are

responsible for ensuring that all Affiliate information and details are accurate and

complete when participating in the Program. When a User clicks through the Affiliate URL,

a cookie (or similar tracking technology) will be set in the User’s Internet browser with

your Affiliate ID. The User’s IP address may also be logged with your Affiliate ID. During a

User’s visit to the Program Site, any transaction related to the Offers(s) (whether a

purchase or refund) will be tracked and recorded based on the existence of the

SmarterHome cookie. SmarterHome may collect, use and share any information or data

generated through the Offer(s) and/or Program Site for business purposes. In order to

receive proper credit for valid sales, a User must purchase the Offer(s) through your

unique Affiliate URL.

2.5 The Affiliate may engage Sub-Affiliates to promote the Offer(s) in accordance with the

Program, provided that: (i) the Affiliate receives prior written approval and authorization

from SmarterHome; (ii) a verifiable name, address and telephone number for each

Sub-Affiliate is delivered to SmarterHome immediately upon reasonable request; (iii) the

proposed Sub-Affiliate agrees, in form satisfactory to SmarterHome, to abide by terms and

conditions similar to and no less restrictive than the terms and conditions contained in this

Agreement and the Policies; (iv) at no time will the Affiliate engage a Sub-Affiliate who, in

the opinion of SmarterHome, acting reasonably, is likely to bring the reputation or standing of

SmarterHome into disrepute or is otherwise unsuitable; and (v) the Affiliate acknowledges

and agrees that any breach by a Sub-Affiliate of any term or condition of this Agreement,

the Policies, and/or the IO shall be deemed a breach of this Agreement by the Affiliate,

and any acts or omissions of the Sub-Affiliate shall be deemed an act or omission of the

Affiliate.

2.6 The Affiliate agrees to conduct advertising and promotions in accordance with the

policies, regulations, and guidelines set forth in Schedule “B” attached hereto.

3. LICENSE

3.1 During the term of this Agreement, SmarterHome grants the Affiliate a limited, revocable,

non-exclusive, non-assignable, non-transferable license to (i) use, display, promote, and

distribute the SmarterHome Materials and Offer(s) that are made available from the Program

Site and to publish the same on the Affiliate Offering Page(s), and in electronic mail

correspondence sent by the Affiliate linking to the Program Site which must be done in

accordance with this Agreement, the Policies, as amended from time to time, and any

terms and conditions defined in the applicable IO; and (ii) use and display the SmarterHome

Materials for marketing and promotional purposes in connection with the Offer(s), and

subject to compliance with applicable written instructions and the Policies.

3.2 Affiliate covenants and agrees that (i) it will not attempt in any way, either directly or

indirectly, to alter, modify, or create derivative works of any SmarterHome Materials provided

by or obtained from SmarterHome, unless otherwise authorized and permitted in writing; (ii) it

will not attempt in any way, either directly or indirectly, to alter, modify, disassemble,

decompile, eliminate, reverse engineer, conceal or otherwise render inoperable or

ineffective any tags, source codes, links, pixels, modules, website, the Program Site, the

SmarterHome Materials, or other data provided by or obtained from SmarterHome; (iii) it will, at

all times, comply with the terms of this Agreement and any Policies that are

communicated in advance to the Affiliate, which may be amended and replaced from time

to time by SmarterHome in its sole discretion; (iv) any and all Affiliate Offering Page(s) will

contain a privacy policy which provides, at a minimum, adequate notice, disclosure and

choices to Users regarding Affiliate’s use, collection, disclosure and security of personal

information; and (v) all consumer data and personal information collected pursuant to this

Agreement shall only be used for legal purposes.

3.3 SmarterHome retains the exclusive right, title and interest to the SmarterHome Materials

provided to Affiliate, and Affiliate has no rights therein save the limited right to use the

SmarterHome Materials pursuant to the terms hereof. All rights which are not expressly

granted herein are reserved by SmarterHome and the Affiliate may not make any use of the

Program, the Program Site, the Offer(s), or SmarterHome Materials, in whole or in part in any

manner not expressly permitted by this Agreement or any applicable IO.

3.4 Except as otherwise provided in this Agreement or the applicable IO, the timing,

positioning, and display of the SmarterHome Materials with regards to any Offer(s) shall be at

the sole discretion of the Affiliate. Nothing herein shall obligate Affiliate to accept or

promote any Offer(s).

4. PAYMENT

4.1 Unless otherwise stated in the applicable IO, SmarterHome shall remit payment to Affiliate

on or before fifteen (15) days following the calendar month in which the valid actions

were generated and recorded by SmarterHome. Applicable commissions will not be paid for

any actions for which payment has not been received in full by SmarterHome, or is

otherwise rejected for any reason by SmarterHome. Any pending commissions shall not

bear interest.

Any payments not collected from Users of the Offer(s) referred by the Affiliate or

Sub-Affiliate will be deemed as invalid and will not be included in the calculation of commissions.

4.2 The commission rates payable for valid actions generated by the Affiliate shall be 10% of cart value less any applicable shipping charges, discounts, coupons, refunds, chargebacks, reversals, sales tax, value added tax (VAT), and any applicable payment processing fees generated from the transaction of a SmarterHome customer.

4.3 Commission rates may be changed at any time and in SmarterHome’ sole discretion. Any

changes to commission rates can be viewed via the Affiliate’s account in the Program. It

is the responsibility of the Affiliate to determine if the payout for a referral link that is being

utilized by the Affiliate has been changed or is discontinued.

4.4 All amounts and currency shall mean United States dollars ($USD) unless otherwise

indicated.

4.5 Each party shall be solely liable for any tax, charge or levy imposed on such party in

respect of its receipt/remittance of any sum due and payable under this Agreement by

any relevant authority and all amounts due and payable by SmarterHome to the Affiliate are

inclusive of any VAT, tax, charge or levy which may be imposed on such payment and

SmarterHome shall be under no obligation to increase such payment in the event such tax

becomes applicable. The Affiliate shall be solely responsible for taking any action

necessary to recover any amounts under the applicable tax code(s) and applicable laws.

4.6 Each party shall be responsible for any and all fees, charges, costs, and expenses

incurred as a result of its receipt/remittance of any payments under this Agreement.

4.7 All legal or other fees incurred by SmarterHome as a result of: (i) collecting returned checks;

(ii) declined credit cards; (iii) incurring any credit card chargebacks; (iv) invalid actions or

Offer(s) chargebacks; or (v) any other lack of payment related to the Offer(s) referred by

the Affiliate or Sub-Affiliate (where applicable commissions have been paid to the Affiliate)

will be payable by the Affiliate. SmarterHome reserves the right to withhold any amounts

resulting from any of the foregoing fees from any future amounts payable to the Affiliate.

In the event that the payments to the Affiliate under this Agreement are insufficient to

cover any of the foregoing fees, the Affiliate agrees to pay the full amount of such fees to SmarterHome upon receipt of the applicable invoice.

5. REPORTING

5.1 All reporting shall be based solely on the amount of completed and valid actions counted and recorded by SmarterHome. SmarterHome reserves the right to chargeback fraudulent, invalid, or duplicate actions. Fraudulent actions are defined as any action that is: (i)

generated by means of any device, automated program, or robot without the User’s

knowledge or consent; (ii) generated using stolen, invalid, or fraudulent credit cards; or

(iii) manually created in bad faith by the Affiliate with the direct intent to artificially inflate

commissions payable to the Affiliate.

5.2 In certain circumstances, SmarterHome will engage third party tracking providers. The

Affiliate will be required to create an account and agree to the applicable terms and

conditions with the applicable third party tracking provider in order to view and receive

data and commission reports associated with the Affiliate’s promotion of the Offer(s).

These third party tracking providers have separate terms and conditions and SmarterHome

has no responsibility or liability relating to them. SmarterHome does not endorse, nor shall

SmarterHome be responsible for the accuracy of the privacy policy and/or terms and

conditions of the third party tracking providers. The third party tracking providers are

independent third parties and are not affiliated with SmarterHome.

6. TERM AND TERMINATION

The term of this Agreement shall commence on the date that the Program application is approved by SmarterHome and shall continue until terminated by either party. Each party reserves the right to cancel this Agreement at any time by providing the other party with twenty-four (24) business hours written notice. Notwithstanding the foregoing, SmarterHome reserves the right to immediately cancel or suspend this Agreement and any applicable IO on written notice in the event that the Affiliate has violated any term or condition of this Agreement, the Policies, or the applicable IO. Affiliate acknowledges and agrees that any violation of the terms and conditions defined in this Agreement, the Policies, or the IO shall result in the forfeiture of any and all accrued amounts payable to the Affiliate.

7. CONFIDENTIALITY

Any confidential information and/or proprietary data provided by one party (“Discloser”) to the other party (“Recipient”), including certain information relating to the Discloser’s business or customers, affiliates, subsidiaries, agents, or employees; business and marketing plans, processes, strategies and methods or any information that, based on the circumstances under which it was disclosed, a reasonable person would treat as confidential shall be deemed “Confidential Information” of the Discloser. Confidential Information shall not, without first obtaining the Discloser's written consent, be released by the Recipient to anyone except an employee or agent, or financial or legal advisor that has a need to know and that is bound by confidentiality obligations at least as strict as those contained herein, but in no event less than a reasonable confidentiality standard. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under the Agreement. The undertakings and obligations of each party under this Section 7 shall not apply, however, to any information which it can establish to have: (i) become publicly known through no action on the Recipient’s part; (ii) been known by the Recipient prior to receipt; (iii) been independently developed by the Recipient; (iv) been approved for public release by the other’s written authorization; or (v) been required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the Discloser is notified immediately of such required disclosure and given the opportunity to seek a protective order. Following the termination of this Agreement, or otherwise on demand by the Discloser, the Recipient agrees that it will promptly return the Confidential Information to the Discloser, including all copies thereof or, if requested to do so by the Discloser, will certify the destruction of the Confidential Information. The provisions of this Confidentiality section shall survive the expiration or termination of the Agreement for a period of three (3) years.

8. DATA PROTECTION

8.1 In this Section 8, the following definitions shall apply: (i) "Controller" means an entity that

determines the purposes and means of the processing of Personal Data; (ii) "Personal

Data" means any information that relates to an identified or identifiable individual (and

such term shall include, where required by Applicable Data Protection Law, unique

browser or device identifiers); (iii) "Applicable Data Protection Laws" means any and all

applicable federal, national, state, provincial, or other privacy and data protection laws

(including, where applicable, EU Data Protection Law) as may be amended or

superseded from time to time; (iv) "EU Data Protection Law" means (1) the EU General

Data Protection Regulation (Regulation 2016/679); (2) the EU e-Privacy Directive

(Directive 2002/58/EC); and (3) any national data protection laws made under or

pursuant to (1) or (2); (v) "Processor" means an entity that processes Personal Data on

behalf of the Controller; and (vi) “Sensitive Personal Data” means any information

consisting of racial or ethnic origin, political opinions, religious or philosophical beliefs, or

trade union membership, genetic data, biometric data, data concerning health or data

concerning a natural person's sex life or sexual orientation.

8.2 The parties acknowledge that some or all of the data that it may collect under this

Agreement may qualify as, or include, Personal Data and that Applicable Data Protection

Laws may apply to the processing of the collected data. Where this is the case, each

party shall comply with such Applicable Data Protection Laws with respect to its

processing of any data that it may collect under this Agreement. Under no circumstances

shall either party collect or transmit any Sensitive Personal Data.

8.3 To the extent that any data collected by a party under this Agreement qualifies as, or

contains, Personal Data under Applicable Data Protection Laws, each party shall process

the collected data it collects as a Controller. Each party shall be individually responsible

for its own compliance with Applicable Data Protection Laws, including for providing any

transparency and obtaining any consents for the processing of collected data that may be

required under Applicable Data Protection Laws.

8.4 Each party agrees that it shall process any data that it collects only for the purposes

permitted by this Agreement and Applicable Data Protection Law. Each party shall

implement appropriate technical and organizational measures to protect any collected

data from (i) accidental or unlawful destruction and (ii) loss, alteration, unauthorized

disclosure of, or access to the collected data.

8.5 Where EU Data Protection Law applies, neither party shall process its collected data (nor

permit its collected data to be processed) in a territory outside of the European Economic

Area ("EEA") unless it has taken such measures as are necessary to ensure the transfer

is in compliance with EU Data Protection Law. Such measures may include (without

limitation) transferring its collected data to a recipient in a country that the European Commission has decided provides adequate protection for Personal Data, to a recipient

that has achieved binding corporate rules authorization in accordance with EU Data

Protection Law, to a recipient in the United States that has certified compliance with the

EU-US Privacy Shield framework, or to a recipient that has executed standard contractual

clauses adopted or approved by the European Commission.

9. REPRESENTATIONS/WARRANTIES

9.1 Each party represents and warrants to the other party that: (a) it has the full corporate

right, power and authority to enter into the Agreement, to grant the licenses granted

hereunder and to perform the acts required of it hereunder; (b) the execution of the

Agreement by it and the performance of its obligations and duties hereunder, do not and

will not violate any agreement to which it is a party or by which it is otherwise bound; (c) it

will not violate any applicable laws, rules, or regulations; and (d) when executed and

delivered, the Agreement will constitute the legal, valid and binding obligation of each

party, enforceable against each party in accordance with its terms.

9.2 The Affiliate further represents and warrants that (1) the Affiliate Offering Page(s) do not

and will not (i) violate or encourage the violation of any third party copyright, trade-mark,

trade secret or other intellectual property right, or any applicable law, rules or regulations;

(ii) target children under the age of thirteen (13) and/or offers products or services that

are illegal for minors to buy, possess or participate in; (iii) contain viruses, Trojan horses,

browser hijackers, worm scrapers, time bombs, cancel bots, and any other computer

programming routines or engines that are intended to damage, detrimentally interfere

with, modify, impede, surreptitiously intercept, or expropriate any computer system data

or information; (iv) conduct any fraudulent or otherwise illegal activity, or harass the User;

(v) contain any content which is defamatory, libelous, abusive, obscene, pornographic,

misleading, deceptive, fraudulent or otherwise inappropriate; (v) otherwise violate any

applicable law, rules or regulation; or (vi) otherwise violate any Policies or instructions

communicated to the Affiliate regarding the marketing and promotion of the Offer(s); (2) it

is not subject to nor owned or controlled by any person that is subject to sanctions or

export control restrictions imposed pursuant to U.S. law or the laws of any other

jurisdiction applicable to the performance of this Agreement; (3) it will not take any action

that could result in economic sanctions or other trade control restrictions or penalties

being imposed on SmarterHome; and (4) it will comply with the Policies.

9.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS

EXPRESSLY SET OUT IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL

WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND

GUARANTEES WITH RESPECT TO ANY MATTER HEREUNDER, INCLUDING

WITHOUT LIMITATION, PLACEMENT OF ADVERTISING AND ANY OTHER

SERVICES PROVIDED, WHETHER EXPRESS OR IMPLIED (INCLUDING WITHOUT

LIMITATION ANY WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY,

FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY

PROMISE OF ANY LEVEL OF SUCCESS WITH RESPECT TO ANY OFFER(S) OR

INSERTION ORDER, IN PART OR WHOLE). THE PROGRAM AND THE PROGRAM

SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SmarterHome

DOES NOT REPRESENT OR WARRANT THAT THE PROGRAM AND PROGRAM

SITE WILL ALWAYS BE ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE,

ACCURATE, COMPLETE AND ERROR FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES SmarterHome WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET TO OR FROM ANY NETWORK OR QUALITY OF ANY COMMUNICATION MADE USING THE PROGRAM.

10. INDEMNIFICATION

Subject to the limitations expressed in this Agreement, each party shall indemnify, defend and hold harmless the other party and any officer, director, employee, parent company, subsidiary or affiliated company from and against any and all third party claims, actions, proceedings, suits, losses, costs, expenses, liabilities or damages, including, without limitation, reasonable fees and disbursements of counsel whether or not suit is brought (collectively, the “Claims”) suffered or incurred by or arising from any breach by the indemnifying party of any of its representations, warranties and covenants under this Agreement or in the IO. Each party’s obligation to indemnify the other Party is subject to: (i) the indemnified party giving prompt written notice to the indemnifying party in the event that it becomes aware of a Claim or the possibility of a Claim requiring indemnification; (ii) the indemnified party giving full cooperation with the indemnifying party, at the indemnifying party’s expense, in responding to, defending or settling any such Claim; (iii) the indemnifying party keeping the indemnified party fully informed of the actions and positions taken by the claimant and taken or proposed to be taken by the indemnifying party, including the decision to defend or not defend the claim or complaint; (iv) the indemnified party giving the indemnifying party sole control of the defense of the Claim and that all costs and expenses incurred by the indemnifying party in investigating, resisting, litigating and settling the Claim, including the payment of any award of damages and/or costs to any third party, will be paid by indemnifying party provided that no settlement shall be entered into by the indemnifying party that imposes any legal or financial obligation on the indemnified party without the indemnified party’s prior written consent; and (v) the indemnified party not admitting any liability or entering into any settlement regarding the Claim on behalf of the indemnifying party. Notwithstanding the foregoing, the Parties further agree that the indemnified party may elect to participate, at its sole cost and expense, as a party in any litigation involving the Claim to the extent that the court may permit.

11. LIMITATION OF LIABILITY

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS OR THE BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO CIRCUMSTANCE SHALL EITHER PARTY LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS (INCLUDING WITHOUT LIMITATION CLAIMS FOR LOSS OF GOODWILL, USE OF OR RELIANCE ON THE SERVICES PROVIDED HEREUNDER, INTERRUPTION OF BUSINESS OR IMPAIRMENT OF OTHER ASSETS) ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY.

12. RELATIONSHIP OF PARTIES/THIRD PARTY RIGHTS

The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever. This Agreement is not made for the benefit of any third party who is not a party hereto, and only the parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under, or by reason of, this Agreement.

13. GENERAL

13.1 The Agreement, and all claims related to it or the performance by both parties under it,

will be interpreted, construed and governed exclusively in all respects in accordance with

the laws of the State of Minnesota, USA, excluding its conflict of law rules and the United

Nations Convention on Contracts for the Sale of International Goods. The parties shall

endeavor to settle any dispute arising out of or in connection with this Agreement, or in

respect of any legal relationship associated with or derived from this Agreement, by direct

negotiation between their managing directors or similar senior executives. In the event

that such direct negotiation does not result in a resolution of the dispute, the parties

irrevocably submit to the exclusive jurisdiction of the courts of Hennepin, Minnesota with

respect to any and all legal action and proceedings and expressly and irrevocably waive

any defense of personal and/or subject matter jurisdiction in those courts or any claim on

the grounds of forum non conveniens.

13.2 Affiliate may not assign this Agreement without the express written consent of SmarterHome.

SmarterHome may assign this Agreement, without Affiliate’s consent, to its parent company

or any of its affiliates or subsidiaries. The term “affiliate” as used herein shall mean an

entity that is controlled by, controlling or under ultimate common control of SmarterHome.

This Agreement will inure to the benefit of and be binding upon the respective successors,

heirs and assigns of both SmarterHome and the Affiliate.

13.3 No term or condition of this Agreement will be deemed waived, and no breach excused,

unless such waiver or consent excusing the breach is in writing and signed by

SmarterHome. The failure of SmarterHome to enforce at any time any of the provisions of this

Agreement, or the failure to require at any time performance by Affiliate of any of the

provisions of this Agreement, shall in no way be construed to be a present or future

waiver of such provisions, nor in any way affect the ability of SmarterHome to enforce each

and every such provision thereafter.

13.4 In the event that any term, covenant or condition of this Agreement is declared indefinite,

invalid, illegal or unenforceable by a court having jurisdiction then this Agreement with

respect to the remaining terms, covenants or conditions will continue in force.

13.5 Any notice or other communication permitted or required in the Agreement will be in

writing and given by personal delivery via courier or transmitted by facsimile or electronic

mail to the receiving party at the address noted in the Program or the applicable IO. Any

such notice will be deemed to have been received on the date on which it was transmitted

by electronic mail, facsimile, or delivered.

13.6 From time to time, SmarterHome may amend, supplement or replace this Agreement or the

Policies in part or in whole, on notice to the Affiliate. Affiliate’s continued use of the

Program and Program Site following receipt of such Notice shall constitute Affiliate’s

acknowledgement and acceptance of the updated terms and conditions to the Agreement

and/or Policies.

13.7 This Agreement constitutes the entire agreement between the parties with respect to the

Offer(s) noted in the Agreement or the applicable IO and supersedes any previous or

contemporaneous representations, negotiations, understandings, and agreements, oral or

written.

POLICIES, GUIDELINES & REQUIREMENTS

1. Claims and Testimonials

1.1 If any claims or testimonials are being used and displayed on the Affiliate Offering Page(s)

or any Sub-Affiliate pages or sites, Affiliate represents and warrants that it has a

reasonable basis for all claims made within the content, and that Affiliate possess

appropriate documentation to substantiate such claims and shall fulfill all commitments

made on any applicable site page.

1.2 If celebrity photographs, claims and testimonials, are being used and displayed on the

Affiliate Offering Page(s) or any Sub-Affiliate pages or site, Affiliate represents and

warrants that it has documented authorizations in its possession to substantiate the use of

such celebrity claims and testimonials displayed on any applicable page or site.

2. Traffic

Traffic generating sources to the Offer(s) cannot include and cannot be generated by the following:

• Fraudulent activity

• Incentives (unless otherwise approved in writing by SmarterHome)

• Automated or fictitious methods

• Inappropriate Content (racial, ethnic, political, hate-mongering, profanity,

• etc)

• Adult-related sites (including spoofing, redirecting, trafficking from adult

• sites)

• Web sites that contain and/or promote the following:

  • Adware/Spyware

  • P2P clients/servers for file-sharing / Torrent

  • Software to circumvent copyright protection (DVD duplicators,

  • unauthorized emulators, etc.)

  • Adult Content (Pornography, Nudity)

  • Gambling or casino related content

  • Violent or obscene media (including games)

  • Hacking, surveillance, interception or descrambling

  • CD/DVD ripping/copying software that poses a significant risk regarding

  • violation of the Digital Millennium Copyright Act (DMCA)

  • Defamatory, libelous, threatening or other material that advocates against

  • any individual or group

  • Firearms, weaponry, ammunition, fireworks or explosives

  • Illegal, illicit, or questionable drugs, and drug paraphernalia

  • Fake, counterfeit, bootleg or stolen items

  • Government IDs or police items (badges, uniforms, etc.)

  • Hazardous substances

  • Products or services from any of countries identified on the Office of Foreign

  • Assets Control’s list of sanctioned countries

  • Tobacco

  • Alcohol

  • Prescription drugs

3. Link Cloaking

Masking or cloaking of the links (whether done by software or by a script and sometimes referred to as "affiliate link cloaking") may or may not work with the Program Site. SmarterHome allows masking or cloaking of the Affiliate URL, subject to SmarterHome’ written approval and verification of the functionality of the masked or cloaked URL.

4. Privacy Policy

The Affiliate Offering Page(s) must clearly display, or link to, a privacy policy that provides, at a

minimum, adequate notice, disclosure and choices to consumers regarding Affiliate’s use, collection, disclosure and security of their personal information. All consumer data collected by the Affiliate pursuant to this Agreement shall only be used for legal purposes. The privacy policy must be available in English language.

5. Email Policy

SmarterHome does not tolerate the sending of unsolicited commercial email (“UCE”), including any unsolicited commercial emails which promote, or make reference to SmarterHome, or any of their associated companies or websites, vendors, or employees, the websites, products or services. Affiliate expressly agrees to comply with all laws, rules and regulations pertaining to the sending of UCE, including without limitation, the CAN-SPAM Act of 2003 and Canada’s Anti-Spam Legislation (CASL).

6. Trademark and Keyword Policy

6.1 For the purposes of this Section 6, the term “SmarterHome Trademarks” shall include without limitation, SmarterHome, smarterhome, SmarterHome Inc, or any phrase type, misspelling, variation or combination thereof.

6.2 Affiliates may not use the SmarterHome Trademarks alongside with or in conjunction

with the following terms: “percent (%) off”, “sale”, “discount”, or “coupon”.

6.3 Affiliates may not use their Affiliate URL/link or any domains and/or URLs that contain

SmarterHome Trademarks as the top-level display domain or URL in any advertisement.

When engaging in paid search engine campaigns, Affiliates must use their own domain

and/or URL in their ads.

Forbidden Display URL Example: www.SmarterHome.com

Forbidden Display URL Example: www.SmarterHomeDiscount.com

Approved Display URL Example: http://www.yourdomain.com/SmarterHome

6.4 SmarterHome Trademarks may not be displayed in the headline or body of any

advertisement being promoted by the Affiliate.

6.5 The SmarterHome Trademarks cannot be used as a part of an Affiliate’s website domain name, blog, social media accounts, YouTube channel, Twitter username or any URL associated with the Affiliate’s Program account.

6.6 Affiliates engaging in paid search marketing campaigns agree to adhere to the following

terms and requirements:

(i) SmarterHome does not allow any trademark bidding on any search engine or paid

placement service or site, including but not limited to, Google, Yahoo, Bing!, Ask

and other similar services. Affiliates may not bid on any SmarterHome Trademarks.

(ii) In order to avoid potential violation of this policy, it is recommended that you

forward all ad text and proposed keywords/phrases you wish to bid on to your

Affiliate Manager for approval or suggested edits.

7. Cookie-Stuffing Policy

“Cookie-Stuffing”, forced clicks, or similar activity is not permitted. “Cookie stuffing” is an unlawful strategy of generating affiliate sales. (e.g., Use of cookie stuffing to cause tracking systems to conclude that a user has clicked through a qualifying affiliate link – and to pay commissions accordingly- even if the user has not actually clicked through any such link or performed any action related to the Offer(s)).

8. Adware & Toolbar Policy

Affiliates are prohibited from transmitting any “interstitials,” “ParasitewareTM,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-Ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to Users from the time the User clicks on a qualifying link to the Program Site until the time the customer has exited the Program Site (ie. no page from the Program Site or any SmarterHome content or branding is visible on the end-user’s screen). The terms “ParasitewareTM” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of Affiliate and non-Affiliate tracking cookies through any other means than a User initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a User would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo and similar search or directory engines); (c) set commission tracking cookies through loading of the Program Site in IFrames, hidden links and automatic pop ups that open the Program Site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9. No Predatory Advertising Policy

All Affiliates participating in the Program agree to refrain from any type of predatory advertising

practices, or other practices which violate any applicable law including advertising and consumer protection law, which shall include, but not be limited to, dynamically replacing the affiliate ID of one affiliate with that of another with the effect of "stealing" the commission away from the affiliate that earned it, whether intentional or not. Affiliates may not adjust any of the supplied Affiliate URLs to reset cookies or bypass other safeguards in the system and Program.

SmarterHome

SmarterHome Affiliate Policies, Guidelines, & Requirements

Last update: April 9, 2024

1. Claims and Testimonials

1.1 If any claims or testimonials are being used and displayed on the Affiliate Offering Page(s)

or any Sub-Affiliate pages or sites, Affiliate represents and warrants that it has a

reasonable basis for all claims made within the content, and that Affiliate possess

appropriate documentation to substantiate such claims and shall fulfill all commitments

made on any applicable site page.

1.2 If celebrity photographs, claims and testimonials, are being used and displayed on the

Affiliate Offering Page(s) or any Sub-Affiliate pages or site, Affiliate represents and

warrants that it has documented authorizations in its possession to substantiate the use of

such celebrity claims and testimonials displayed on any applicable page or site.

2. Traffic

Traffic generating sources to the Offer(s) cannot include and cannot be generated by the following:

• Fraudulent activity

• Incentives (unless otherwise approved in writing by SmarterHome)

• Automated or fictitious methods

• Inappropriate Content (racial, ethnic, political, hate-mongering, profanity, etc)

• Adult-related sites (including spoofing, redirecting, trafficking from adult sites)

• Coupon and/or discount sites including but not limited to:

  • Dealspotr.com

  • Shipthedeal.com

  • Simplycodes.com

  • Knoji.com

  • Couponbirds.com

  • Greenpromocode.com

  • Dealrated.com

  • Couponseeker.com

  • Hotdeals.com

  • Sociablelabs.com

  • Couponchief.com

  • Upgradedreviews.com

  • Discountreactor.com

  • Wethrift.com

  • Techbargains.com

  • sneekcoupon.com

  • saveatcart.com

  • saver.com

  • couponifier.com

  • couponsvilla.com

  • dealcropper.com

  • slashthecart.com

  • dealsportz.com

• Web sites that contain and/or promote the following:

  • Adware/Spyware

  • P2P clients/servers for file-sharing / Torrent

  • Software to circumvent copyright protection (DVD duplicators, unauthorized emulators, etc.)

  • Adult Content (Pornography, Nudity)

  • Gambling or casino related content

  • Violent or obscene media (including games)

  • Hacking, surveillance, interception or descrambling

  • CD/DVD ripping/copying software that poses a significant risk regarding violation of the Digital Millennium Copyright Act (DMCA)

  • Defamatory, libelous, threatening or other material that advocates against any individual or group

  • Illegal, illicit, or questionable drugs, and drug paraphernalia

  • Fake, counterfeit, bootleg or stolen items

  • Government IDs or police items (badges, uniforms, etc.)

  • Hazardous substances

  • Products or services from any of countries identified on the Office of Foreign Assets Control’s list of sanctioned countries

  • Tobacco

  • Alcohol

  • Prescription drugs

3. Link Cloaking

Masking or cloaking of the links (whether done by software or by a script and sometimes referred to as "affiliate link cloaking") may or may not work with the Program Site. SmarterHome allows masking or cloaking of the Affiliate URL, subject to SmarterHome’ written approval and verification of the functionality of the masked or cloaked URL.

4. Privacy Policy

The Affiliate Offering Page(s) must clearly display, or link to, a privacy policy that provides, at a

minimum, adequate notice, disclosure and choices to consumers regarding Affiliate’s use, collection, disclosure and security of their personal information. All consumer data collected by the Affiliate pursuant to this Agreement shall only be used for legal purposes. The privacy policy must be available in English language.

5. Email Policy

SmarterHome does not tolerate the sending of unsolicited commercial email (“UCE”), including any unsolicited commercial emails which promote, or make reference to SmarterHome, or any of their associated companies or websites, vendors, or employees, the websites, products or services. Affiliate expressly agrees to comply with all laws, rules and regulations pertaining to the sending of UCE, including without limitation, the CAN-SPAM Act of 2003 and Canada’s Anti-Spam Legislation (CASL).

6. Trademark and Keyword Policy

6.1 For the purposes of this Section 6, the term “SmarterHome Trademarks” shall include without limitation, SmarterHome, smarterhome, SmarterHome Inc, Garage Smart, GarageSmart, Tilt Smart, TiltSmart, Window Smart, WindowSmart, or any phrase type, misspelling, variation or combination thereof.

6.2 Affiliates may not use the SmarterHome Trademarks alongside with or in conjunction

with the following terms: “percent (%) off”, “sale”, “discount”, or “coupon”.

6.3 Affiliates may not use their Affiliate URL/link or any domains and/or URLs that contain

SmarterHome Trademarks as the top-level display domain or URL in any advertisement.

When engaging in paid search engine campaigns, Affiliates must use their own domain

and/or URL in their ads.

Forbidden Display URL Example: www.SmarterHome.com

Forbidden Display URL Example: www.SmarterHomeDiscount.com

Approved Display URL Example: http://www.yourdomain.com/SmarterHome

6.4 SmarterHome Trademarks may not be displayed in the headline or body of any

advertisement being promoted by the Affiliate.

6.5 The SmarterHome Trademarks cannot be used as a part of an Affiliate’s website domain name, blog, social media accounts, YouTube channel, Twitter username or any URL associated with the Affiliate’s Program account.

6.6 Affiliates engaging in paid search marketing campaigns agree to adhere to the following terms and requirements:

(i) SmarterHome does not allow any trademark bidding on any search engine or paid

placement service or site, including but not limited to, Google, Yahoo, Bing!, Ask

and other similar services. Affiliates may not bid on any SmarterHome Trademarks.

(ii) In order to avoid potential violation of this policy, it is recommended that you

forward all ad text and proposed keywords/phrases you wish to bid on to your

Affiliate Manager for approval or suggested edits.

7. Cookie-Stuffing Policy

“Cookie-Stuffing”, forced clicks, or similar activity is not permitted. “Cookie stuffing” is an unlawful strategy of generating affiliate sales. (e.g., Use of cookie stuffing to cause tracking systems to conclude that a user has clicked through a qualifying affiliate link – and to pay commissions accordingly- even if the user has not actually clicked through any such link or performed any action related to the Offer(s)).

8. Adware & Toolbar Policy

Affiliates are prohibited from transmitting any “interstitials,” “ParasitewareTM,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-Ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to Users from the time the User clicks on a qualifying link to the Program Site until the time the customer has exited the Program Site (ie. no page from the Program Site or any SmarterHome content or branding is visible on the end-user’s screen). The terms “ParasitewareTM” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of Affiliate and non-Affiliate tracking cookies through any other means than a User initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a User would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo and similar search or directory engines); (c) set commission tracking cookies through loading of the Program Site in IFrames, hidden links and automatic pop ups that open the Program Site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

9. No Predatory Advertising Policy

All Affiliates participating in the Program agree to refrain from any type of predatory advertising

practices, or other practices which violate any applicable law including advertising and consumer protection law, which shall include, but not be limited to, dynamically replacing the affiliate ID of one affiliate with that of another with the effect of "stealing" the commission away from the affiliate that earned it, whether intentional or not. Affiliates may not adjust any of the supplied Affiliate URLs to reset cookies or bypass other safeguards in the system and Program.