Terms and conditions

TERMS AND CONDITIONS

These terms and conditions(these “Terms”) govern the Summer of SMARTincome Referral Fee Program (the“Referral Program”) offered by Carbon Lighthouse, Inc., a Delaware corporation(“Carbon Lighthouse”), in connection with its SMARTincome^TM offering.

As described in these Terms,Carbon Lighthouse offers to pay referral fees to eligible participants (each a“Referral Partner”) in the Referral Program.

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BINDING AGREEMENT

Please read these Terms carefully before you register to participate in the Referral Program. These Terms constitute a legal agreement between you as a Referral Partner and CarbonLighthouse. These Terms govern each Referral Partner’s participation in theReferral Program. If you do not want to agree to these Terms, you must not enroll in the Referral Program.

The Referral Program is offered and available to only participants who are 18 years of age or older and reside in the United States or any of its territories or possessions.

BY CLICKING THE “AGREE”BUTTON IN THE REGISTRATION PAGE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER;AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS.IF YOU DO NOT AGREE TO THESE TERMS, DO NOT REGISTER TO PARTICIPATE IN THE REFERRAL PROGRAM.

In addition, by accessing or using this website, you agree to the governing Terms and Conditions (the “Website Terms and Conditions”), available online at https://www.carbonlighthouse.com/legal/terms-and-conditions. If you do not agree to theWebsite Terms and Conditions, then you may not use Carbon Lighthouse’s website.

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CHANGES TO THESE TERMS

CarbonLighthouse may revise and update these Terms from time to time in CarbonLighthouse’s sole discretion. All changes are effective immediately when CarbonLighthouse posts them on Carbon Lighthouse’s Website at https://www.carbonlighthouse.com/summer-of-smartincome or provides them via email or U.S. Postal Service mail, and all change sapply to all registered Referral Partners thereafter. However, any changes tothe dispute resolution provisions set out in Dispute Resolution will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website or provided via the Application.

Your continued registration and participation in the Referral Program following the posting or providing of a revised set of Terms and Conditions means that you accept and agree to the changes. You are expected to check the Website from time to time so you are aware of any changes, as they are binding on you.

1.     Program Structure and Requirements. 

1.1   Registration. To participate in the Referral Program, each Referral Partner must apply to register with Carbon Lighthouse and provide all required information. The application to register is available online at https://www.carbonlighthouse.com/summer-of-smartincome. Referral Partners who provide incomplete information may be disqualified and not earn Referral Fees. Carbon Lighthouse reserves the right to decline applications to register and disqualify participants in its sole discretion.

1.2  Referral Customers. Referral Partners may identify more than one proposed referral customer for Carbon Lighthouse. Referral Partners are not expected to introduce CarbonLighthouse to potential referral customers or to forward sales literature and samples provided by Carbon Lighthouse.

1.3  Referral Customer Confirmation. If and when the referral customer purchases SMARTincome from CarbonLighthouse, Carbon Lighthouse will request that the referral customer confirm who, if anyone, referred the referral customer to Carbon Lighthouse. The referral customer must identify the Referral Partner as the referral source. No ReferralFee shall be due and payable to the Referral Partner unless and until the referral customer identifies the Referral Partner by proper name. Two or more Referral Partners may identify the same referral customer; however, only the Referral Partner(s), if any, reported by the referral customer following purchase shall be eligible to receive the corresponding Referral Fee. If the referral customer reports two or more Referral Partners as the referral sources, only one Referral Fee shall be due and payable, and it will be divided and allocated to each Referral Partner equally.

1.4 Territory. Only Referral Partners in the United States of America are eligible to participate in the Referral Program. Only sales to Carbon Lighthouse’s customers in the United States of American are eligible to earn Referral Fees for Referral Partners. The Referral Program is not available anywhere or to anyone prohibited by applicable law. Each Referral Partner agrees to comply with applicable law.

1.5 Non-Exclusive. The Referral Program is a non-exclusive program, available for up to an unlimited number of registered Referral Partners.

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2.    Compensation.

2.1   Referral Fee. In consideration for the services rendered by the ReferralPartner under these Terms, Carbon Lighthouse shall pay to the Referral Partner a referral fee calculated as set forth in these Terms (the “Referral Fee”). A Referral Partner may earn more than one Referral Fee.

2.2  Base Referral Fee. If a referral customer purchases and pays for SMARTincome for a building with a set up fee greater than $5,000.00, then the Referral Fee shall equal $1,000.00(the “Base Referral Fee”).

2.3  6 to 10 Buildings. If a referral customer purchases and pays for SMARTincome for six to ten buildings and reports a single Referral Partner as the referral source for those properties, the BaseReferral Fees will be increased by 50% for each of the sixth through tenth buildings, i.e., $1,500.00 per building.

2.4  11 or More Buildings. If a referral customer purchases and pays for SMARTincome for eleven or more buildings and report a single Referral Partner as the referral source for those properties, then the Base Referral Fees will be increased by 100% for the eleventh and later buildings, i.e., $2,000.00 per building.

2.5  Smaller Buildings. If a referral customer purchases and pays for SMARTincome for a building with a set up fee equal to or less than $5,000.00, then the applicable Referral Fee shall be reduced by 50%, e.g., $500.00 per building

2.6  Friend of a Friend. If a registered Referral Partner introduces another Referral Partner who registers for the Program, and the second ReferralPartner identifies a referral customer who purchases SMARTincome for a building with a setup fee greater than $5,000.00, the first Referral Partner will be eligible to receive a special Referral Fee equal to $1,000.00 as well. If the second Referral Partner introduces another Referral Partner who registers for the Program, and the third referral Partner identifies a referral customer who purchases SMARTincome for a building with a setup fee greater than $5,000.00, the second Referral Partner will be eligible to receive the special Referral Fee equal to $1,000.00, but the first Referral Partner will not be eligible to receive the special Referral Fee. Such special Referral Fees are not subject to adjustment for multiple building increases described in Section 2.3 and Section 2.4 above.

2.7 Payment, Credit, Donation. Each Referral Partner can instruct CarbonLighthouse to distribute the Referral Partner’s Referral Fee(s) to the ReferralPartner, to the Referral Partner’s employer, to the referral customer(s), or to a 501(c)(3) nonprofit organization approved by Carbon Lighthouse. If the referral customer purchasing SMARTincome is the Referral Partner’s employer, and the Referral Partner requests that the Referral Fee be paid to the ReferralPartner, the Referral Partner hereby represents and warrants that the ReferralPartner has obtained the employer’s written consent to payment of the ReferralFee to the Referral Partner.

2.8 Customer Payment Requirement. No payment will be earned unless and until the referral customer purchases and pays for Carbon Lighthouse’s SMARTincome offering.

2.9 Payment Timing. Referral Fees will be paid within approximately four to six weeks after the expiration or earlier termination of the Referral Program. If a ReferralPartner earns more than one Referral Fee, the Referral Fees will be aggregated, and only one payment will be made to the Referral Partner for the totalReferral Fees due and payable in accordance with these Terms.

2.10 Customer Negotiations. The prices, terms, and conditions under which Carbon Lighthouse offers or sells SMARTincome shall be determined by Carbon Lighthouse in its sole discretion. Carbon Lighthouse shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of SMARTincome. Nothing in these Terms shall obligate Carbon Lighthouse to actually offer or sell any SMARTincome or consummate any transaction with any referral customer. Carbon Lighthouse may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of SMARTincome without any liability or obligation to pay compensation to a Referral Partner under Section 2 or otherwise.

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3.  Term and Termination.  

3.1  Commencement. The Referral Program commences on June 1, 2022.

3.2 Scheduled Expiration.  The Referral Program will expire on August 31, 2022 unless terminated earlier or extended for a longer period. Carbon Lighthouse reserves the right to extend the Referral Program past the scheduled expiration date.

3.3 Early Termination. Carbon Lighthouse reserves the right to terminate the Referral Program before the scheduled or, if applicable, extended expiration date.  Carbon Lighthouse may cancel and terminate theReferral Program at any time.

3.4 Consequences of Expiration or Termination. If the Referral Program expires or is terminated prior to Carbon Lighthouse receiving payment from theReferral Partner’s identified referral customer(s) for the purchase of SMARTincome, then no Referral Fee shall be due and payable for the sale. Carbon Lighthouse must receive payment of applicable setup fees for the purchase of SMARTincome offerings prior to the expiration or terminate of the ReferralProgram, or the Referral Partner is not eligible to receive the corresponding ReferralFee.

4. Indemnification. To the fullest extent allowed by law, each Referral Partner will indemnify, defend, and hold harmless Carbon Lighthouse and its directors, officers, employees, subcontractors, agents, advisors, and representatives (collectively,“Indemnitees”) for any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys’ fees, that are incurred by or awarded against Indemnitees (each a “Claim”), to the extent asserted by third parties and arising from or in connection with:(i) any allegations that any Indemnitees are responsible for any federal, national, state or local income taxes, social security taxes, disability or unemployment insurance, social insurance premiums (both the employer’s and the employee’s contributions as applicable) or similar payroll taxes based on the ReferralPartner’s performing the services; or (ii) any allegations based on any acts or omissions of the Referral Partner and that results in: (a) personal injury (or death) or tangible or intangible property damage (including loss of use); or(b) the violation of any statute, ordinance, or regulation, except in each case of (i) or (ii) above to the extent caused by the gross negligence or willful misconduct of Carbon Lighthouse.

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5.    Independent Contractor.

5.1  Independent Contractor. Each Referral Partner agrees to perform the services as an independent contractor and not as the agent, employee, or servant of Carbon Lighthouse.

5.2 No Partnership or Joint Venture. Nothing herein shall be construed to create a joint venture or partnership between the Carbon Lighthouse and any ReferralPartner or an employee/employer or agency relationship. Neither CarbonLighthouse nor any Referral Partner shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.

5.3 No Benefits. It is understood and agreed that no ReferralPartner shall receive from Carbon Lighthouse any other compensation or benefits(other than those expressly provided in these Terms), including, but not limited to, medical/health insurance, other insurances, retirement, or pension plans. No Referral Partner shall be entitled to any of the employment benefits provided by Carbon Lighthouse to its own employees.

5.4 No Tax Withholding. The Referral Fees to be paid under these Terms are gross fees and CarbonLighthouse shall not be required to withhold or pay any federal, national, state, or local income taxes, social security taxes, disability, or unemployment insurance, social insurance premiums (both the employer’s and the employee’s contributions as applicable) or similar payroll taxes in connection such Referral Fees. Each Referral Partner is responsible for any and all taxes incurred as a result of fees paid to the Referral Partner pursuant to these Terms. If required by applicable law, Carbon Lighthouse shall issue forms or receipts to each Referral Partner for compensation paid under these Terms. If required by applicable law, each Referral Partner agrees to provide a W-9 or equivalent form for tax reporting requirements. Payment of Referral Fees to anyReferral Partner is subject to the Referral Partner providing a W-9 or other appropriate form and information for tax reporting and potentially withholding purposes. Each Referral Partner shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under these Terms.

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6. Miscellaneous. 

6.1 Choice of Law. These Terms and all related documents, and all matters arising out of or relating to these Terms, whether sounding in contract, tort, or statute, shall be governed by, and construed in accordance with, the laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.

6.2 Entire Agreement; Waivers. These Terms contain the complete and entire agreement between CarbonLighthouse and each Referral Partner as to the subject matter hereof and replace and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, with respect to the subject matter of theseTerms. A waiver of any provision of these Terms, or a delay by either party in the enforcement of any right hereunder, will neither be construed as a continuing waiver, nor create an expectation of non-enforcement, of that or any other provision or right.

6.3 Counterparts; Facsimiles; Electronic Signatures. These may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. A signed copy of these Terms delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of theseTerms. The parties agree that these Terms may be electronically signed. The parties agree that the electronic signatures appearing on these Terms are the same as hand-written signatures for all purposes, including validity, enforceability, and admissibility.

6.4 Assignment; Subcontracting. No Referral Partner may assign, delegate, or subcontract these Terms or any interest in them or any money due or to become due under them voluntarily, involuntarily, or by operation of law, without Caron Lighthouse’s prior written consent. Any purported assignment or delegation in violation of this Section 6.4 is null and void. These Terms will bind and benefit the parties and their respective successors, permitted assigns, and heirs. No assignment or delegation relieves the assigning or delegating party of any of its obligations under these Terms.

6.5 Severability. If one or more of the provisions of these Terms shall be found, by a court or arbitration authority with proper jurisdiction and authority, to be illegal, invalid, or unenforceable, it shall not affect the legality, validity, or enforceability of any of the remaining provisions of these Terms.

6.6 DISPUTE RESOLUTION. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE REFERRAL PROGRAM,OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF,INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THESE TERMS TO ARBITRATE, SHALL BE FINALLY DETERMINED BY BINDING ARBITRATION IN THE SAN FRANCISCO BAY AREA IN CALIFORNIA BEFORE ONE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS STREAMLINED ARBITRATION RULES AND PROCEDURES. THE COSTS OF THE ARBITRATION, INCLUDING ADMINISTRATIVE AND ARBITRATORS’ FEES, SHALL BE SHARED EQUALLY BY THE PARTIES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE PARTIES AGREE THAT,ANY PROVISION OF APPLICABLE LAW NOTWITHSTANDING, THEY WILL NOT REQUEST AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO AWARD, PUNITIVE OR EXEMPLARY OR OTHER TYPES OF DAMAGES AS SET FORTH IN THESE TERMS. THIS SECTION REGARDING ARBITRATION OF DISPUTES SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL OR EQUITABLE REMEDIES, INCLUDING IN CONNECTION WITH CONFIDENTIAL INFORMATION, INAID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION.

6.7 LIMITATION OF LIABILITY. CARBON LIGHTHOUSE SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE,SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS,REVENUE, PROFITS, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY OR IN TORT,INCLUDING NEGLIGENCE, EVEN IF THAT PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CARBON LIGHTHOUSE’S AGGREGATE LIABILITY TO ANY REFERRAL PARTNER IN CONNECTION WITH OR ARISING OUT OF THESE TERMS SHALL NOT EXCEED $100.00. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED UNDER THIS PROVISION EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR FAILS OF ITS ESSENTIAL PURPOSE.

6.8 No Third-Party Beneficiaries. These Terms for the sole benefit of the parties hereto and their respective successors, permitted assigns, and heirs, and nothing herein, express or implied, is intended to orshall confer upon any other person or entity any legal or equitable right ,benefit, or remedy of any nature whatsoever under or by reason of these Terms.

6.9  Attorneys’ Fees and Expenses.  In the event of the institution of arbitration or other legal proceedings by either party to enforce these Terms, the prevailing party shall be entitled to recover the reasonable attorneys’ fees and expenses associated therewith.

6.10 Headings Are for Convenience. The descriptive headings and captions identifying the various sections and subsections of these Terms are for reference and convenience only and are not intended to be part of, or to affect the interpretation of, these Terms, and do not define, modify, expand, or limit any of the terms or provisions herein.

6.11 Survival. The provisions of these Terms which by their express or implied terms extend beyond the expiration termination of these Terms and the Referral Program shall continue in full force and effect notwithstanding the termination or expiration of these Terms and the Referral Program, including without limitation Section 2.8 (CustomerPayment Requirement), Section 2.9 (PaymentTiming), Section 3.4 (Consequences of Expiration or Termination), Section 4 (Indemnification), Section 5.4 (No Tax Withholding), and Section 6 (Miscellaneous), and their respective subsections.