Program Agreement Terms & Conditions Kichler LightPro Rewards Landscape Lighting Contractor Program Kichler LightPro Rewards Program Account Agreement Effective August 1, 2016 This Kichler LightPro Rewards Program Account Agreement (the Agreement ) sets forth the terms and conditions of the LightPro Rewards Program for Landscape Lighting Contractors (the program ) offered by The L. D. Kichler Company ( Kichler ) that apply to individuals and entities participating in the program ( member ). By enrolling in or earning or redeeming LightPro Rewards Points ( points ) (as defined below) under the program, a member agrees to the terms and conditions of this agreement as amended by Kichler from time to time. Program Overview Member purchases of eligible Kichler landscape lighting products are reported by a participating distributor as reported dollars. LightPro Rewards points are awarded for reported dollars once the minimum reported dollar threshold is met. LightPro Rewards points can be redeemed by members for awards as outlined in that year s program member benefits flyer. The program year is defined by the calendar year, January 1 through December 31. Member is eligible to earn points after membership application is submitted and approved. Points will be posted to member s account when the minimum dollar threshold of eligible Kichler landscape lighting products from participating Kichler distributors ( distributor ) is reported. At the conclusion of the program year, after the 4 th quarter reported dollars are posted, the member s membership level status will be determined for the upcoming program year. Once a member s membership level status is determined, the member is entitled to all the rewards, benefits, awards and privileges that membership level is awarded as defined by Kichler. Reported dollars reset to zero at the beginning of each calendar year. Membership Qualifications Professional contractor entities in the United States who purchase Kichler landscape lighting from participating distributors are eligible to participate in the program by becoming a member. Employees of participating distributors are not eligible to participate as a member. Kichler reserves the right to determine program participation eligibility. LightPro Rewards membership is assigned to a company, not an individual. All purchases of eligible Kichler products by an employee of the member are eligible for points (for example, if a member has three crews, all purchases made and reported under the member s account with a participating distributor are eligible). Membership and points are non-transferrable. 1/6
Member must continue to satisfy the program eligibility requirements as set forth in the Account Agreement. A member will automatically be deactivated from the program and lose any accumulated points if dollars are not reported for the period of months noted in the program member benefits flyer. Product submitted as reported dollars are not to be resold by a member. Member s Program Responsibilities Membership application must be completed in full. Membership application must be approved by Kichler prior to member participating in the program. Member must purchase eligible Kichler landscape lighting products from participating distributor(s) and stay in good standing with distributor(s) in order to have points awarded for purchases. Member is responsible for informing distributor of joining Kichler LightPro Rewards program and requesting that the distributor report the member s qualified purchases of Kichler s landscape lighting products. Member is responsible for keeping LightPro Rewards account information up-to-date. Member is responsible for the safekeeping of account access information (i.e. username and password). Member is responsible for keeping Kichler informed about any changes to choice of participating distributor(s). Member is responsible for ensuring that their purchases are reported to Kichler and informing Kichler, of any non-reported dollars. Member agrees to receive regular updates on products, programs and other Kichler information. Is this legal / worded appropriately? They can opt out Member is required to read and agree to Account Agreement. Membership Application Contractors may apply to participate at the Kichler landscape lighting website by visiting www.kichler.com/landscape. A member and its affiliates and subsidiaries will be considered as a single member record. When an application is approved to become a member, Kichler will create a member account and will issue a member User Name ( user name ) and temporary password. Kichler assumes no responsibility for enrollment application delays. LightPro Rewards membership is assigned to a company, not an individual. All purchases of eligible Kichler products by an employee of the member are eligible for points (for example, if a member has three crews, all purchases made and reported under the member s account with a participating distributor are eligible). Each member assigns a custodian to their LightPro Rewards account. The custodian is or is assigned by the owner, the principal or the CEO of the company. The custodian is the main contact person and manager of the LightPro Rewards account. When applying for membership, applicant will be asked for a 2/6
Social Security Number or Business Identification Number (see Fees and Taxes subsection for additional details). Membership and points are non-transferrable. LightPro Rewards Member Benefits LightPro Rewards member benefits are defined each year via program flyer and are subject to change. Reported Dollars Participating distributors in the United States report members qualifying purchases. All purchases of eligible Kichler products, made at all participating distributors, by all employees of the member company are combined and recorded under single membership account. A running total of reported dollars (invoiced dollars between January 1 st through December 31 st ) will be recorded in each member s account. Non-eligible items listed on the invoices include, but is not limited to, sales tax, freight charges, and non-landscape lighting products. Distributors are required to report all transactions that result in negative reported dollar values (i.e. returns). All reported dollar values will be rounded to the nearest dollar. Points will not be awarded for products purchased from distributors who are not participating distributors. By participating in the program, each member authorizes distributors to submit records of the member s Kichler landscape lighting product purchases on behalf of the member to Kichler. Member is responsible for reporting any concerns of purchase dollars not being reported to Kichler. LightPro Rewards Points Member is eligible to earn LightPro Rewards points after membership application is approved and member meets the yearly minimum reported dollar threshold. Points are awarded throughout the calendar year, based on member s running reported dollar volume and the point tier level as outlined on the current year s program flyer. Each time a member reaches a higher point tier level, member will be awards specified points starting from dollar one (see points per reported dollars chart on the current year s program flyer. Kichler offer promotions throughout the calendar year and award bonus points which will be in addition to the points earned via a the standard program terms and conditions. Points will not be awarded for products purchased from distributors who are not authorized to participate in the program. Points may be revoked in the event sales are reversed or final payment is not received by the distributor from the member. Kichler reserves the right to correct errors made to a member s account. Membership and points are non-transferrable. The program and points are void where restricted or prohibited by law. Each calendar year, on January 1 st, the reported dollar value will reset to zero. LightPro Membership Levels 3/6
Reported dollars are combined from all participating distributors and accumulated throughout the year. The final cumulative reported dollar value will determine the membership level for the upcoming calendar year. Once a member s membership level is determined, the member is entitled to all the rewards, benefits, and privileges that membership level is allocated. The achievement criteria and rewards available for each membership level are listed on current year s program flyer. Redeeming LightPro Rewards Points Member can redeem points for various rewards as offered on the program website. Any and all fees and tax obligations arising from member s receipt or use of points are the sole responsibility of the member (see Fees and Taxes subsection for additional details). Account point balance will be adjusted within 24 hours based on the value of points redeemed. Kichler reserves the right to modify point redemption vehicles. Business Support Materials Member can obtain professional Kichler landscape lighting marketing materials free of charge. Kichler may choose to limit the quantities. Member can order these materials through their distributor or sales representative. Logos, Trademarks and Symbols Member agrees that the Kichler logo, the LightPro logo and all other Kichler trademarks, symbols and trade names are the exclusive property of Kichler, may not be altered in any way or assigned, and may only be used as authorized by Kichler, which authorization may be terminated by Kichler at any time. Member privileges, including the use of the LightPro logos, are only available to a LightPro member who has achieved that level of membership. See Kichler Brand Guidelines for logo usage instruction. Status of Distributor and Member Distributor and/or member are totally independent entities from Kichler. Nothing in this agreement will be construed to make a distributor or member the agent, employee, franchisee, partner or legal representative of Kichler. A distributor and/or member shall not make any representations on Kichler s behalf to others regarding the program. Kichler assumes no responsibility or liability for the work or statements of any distributor or member. A distributor and/or member shall not engage in any deceptive, misleading, illegal or unethical practice involving their use of points. In addition, a distributor and/or member shall not make representations, warranties or guarantees to customers with respect to the specifications, features or capabilities of the program or of Kichler products that are inconsistent with literature distributed by Kichler. Fees and Taxes Any and all fees and tax obligations arising from member s receipt or use of points are the sole responsibility of the member. To the extent required by law, member will receive an IRS Form 1099 for the value of points redeemed for certain rewards. For example, checks and non-promotional, nonbusiness rewards may by taxable, requiring issuance of Form 1099. It is recommended that the member 4/6
consult its tax advisor for complete information regarding fees and taxes related to the program. Member may be required to reimburse Kichler for the amount of any tax, tariff, duty or assessment that Kichler is obligated to pay or collect in connection with the member s participation in the program. Consent to Contact Member By participating in the program, each member agrees and grants specific permission and consent that (1) Kichler may send all notices, approvals, consents, and other program communications to the member at the mailing address, e-mail address, and fax number reflected in the member s record, (2) this consent shall be deemed to apply to and be given by member s subsidiaries and affiliates at any of the addresses or numbers set forth in the member s record, and (3) the execution of this agreement creates an Existing Business Relationship as that term is used in Federal and State legislation between member and Kichler related to unsolicited telephone and other communications. Image Consent By participating in the program or submitting photos to Kichler, each member agrees and grants specific permission and consent that granting Kichler permission to use the member s name and likeness or image in marketing communications related to Kichler except where restricted or prohibited by law. Amendments Kichler may amend (add to, delete or change) the terms of the program and/or this agreement at any time without notice. This means, for example, that we may change the number of points earned for Kichler purchases, the number of points required to redeem rewards, or the rewards available. The current agreement will be posted on Kichler s website. Unless otherwise indicated, amendments will apply to any points accrued and/or awarded in the future under the program. Member Termination Member may terminate their participation in the program at any time. Kichler may terminate or suspend any member s participation in the program: (1) without cause by giving the member at least 45- days prior notice; (2) without prior notice if the member fails to earn points for a period of 12 consecutive months; or (3) without prior notice at any time for cause. Cause shall be deemed to exist if the member fails to comply with the terms of this agreement or any other agreement with Kichler or a distributor; or member submits altered or fraudulent invoices in connection with the program; or member acts in a manner that is inconsistent with the intended operation of the program; or member acts in a manner that Kichler reasonably believes may have an adverse effect on its reputation. Accrued but unused points will be forfeited upon termination. Program Termination Kichler may terminate the program at any time by providing notice to member at least 45 days in advance of the termination date. Such notice may include posting the notice of program termination on Kichler s website. Member will have until the termination date to use all accrued but unused points. Ohio Law 5/6
This Agreement will be governed and construed in accordance with Ohio law, without reference to its conflict of law provisions. Assignment Member may not assign, delegate or otherwise transfer (by operation of law, merger or otherwise) any right or obligation under this agreement to others without Kichler s prior written consent, which it may withhold without cause. Entire Agreement This agreement constitutes the entire agreement between Kichler and a member with respect to its subject matter and supersedes all prior discussions and agreements between them. In the event of any conflict between this agreement, enrollment, invoice submission or order forms, marketing materials or other program documentation, this agreement shall control. Kichler is not liable for errors or omissions made by its employees or agents in the printing of the agreement or other related materials, or for errors or omissions made by its employees or agents in interpreting or executing the terms and conditions of the program. Kichler is not affiliated with any of the suppliers of the program s rewards and does not endorse or guarantee any of the products or services offered by the suppliers. Arbitration Any controversy or claim arising out of or related to this agreement or the program shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. The parties understand and agree that they are waiving their right to a trial before a judge or jury. Arbitration between the parties shall be held in Cuyahoga County, Ohio. No Third Party Beneficiaries This agreement is for the benefit of Kichler and LightPro Rewards member. No other person or entity has any rights under this agreement. 6/6