Affiliate Terms and Conditions

GOBRIGHT LIGHTS Affiliate Program Agreement

Updated: 25/Apr/2023

This GOBRIGHT LIGHTS Affiliate Program Agreement (the “Agreement”) sets forth all of the terms and conditions that apply to your participation in our affiliate program (the “Program”) for the www.gobrightlights.com Web sites (collectively, the “GOBRIGHT LIGHTS”). As used in this Agreement, the terms “we”, “us”, “our” and “GOBRIGHT LIGHTS” refer to GoBright Lights Inc., and the terms “you,” “your” and “Publisher” refer to you, the applicant for the Program.

This Agreement is a binding contract between you and us. BY APPLYING FOR AND/OR PARTICIPATING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR COMPANY, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THIS AGREEMENT. If you are accepting this Agreement on behalf of your company, the terms “you,” “your” and “Publisher” when used below refer to your company.

GoAffPro, Inc. (“GoAffPro”) provides certain services to us in connection with the Program. You acknowledge the GoAffPro Terms of Use Agreements for Affiliates (“Additional Terms”) that will be made available to you prior to your participation in the Program. Any Additional Terms will also apply to your application for and participation in our Program. This Agreement is in addition to any Additional Terms. In the event of a conflict between this Agreement and the Additional Terms, the terms of this Agreement shall govern and control.

1. Application Process; Approved Sites; Representations and Warranties. In order to participate in the Program, you must complete an application through GOBRIGHT LIGHTS or GoAffPro identifying your specific Web sites for which you are applying. We or GoAffPro will notify you if your application is accepted or rejected. We reserve the right to reject any application in our sole discretion for any reason including, but not limited to, the reasons described in Section 2 below. If we reject your application, you may reapply. If we approve your application, our approval is limited to the specific Web site(s) in your application for which we or Affiliate Partner indicate our approval in writing (“Approved Sites”). Unless specifically approved in writing as part of your application, our approval does not extend to mobile versions of your Approved Sites or any mobile applications.

By submitting an application for the Program, you represent, warrant, covenant and agree that

• all information, data or material that you provide to us or GoAffPro in connection with your application is true, complete and accurate,
• you have all necessary rights and authority to enter into this Agreement and perform your obligations hereunder,
• this Agreement will constitute a legal, binding and enforceable agreement against you in accordance with the terms and conditions herein,
• you will perform your obligations hereunder in accordance with all applicable laws, and
• your execution and performance hereunder will not conflict with or result in a breach or violation of any other agreement, arrangement or understanding to which you are bound,

You further represent and warrant that:

• the Approved Sites shall not and do not infringe, misappropriate, or violate any third party’s intellectual property, privacy, statutory contractual, legal, personal or other rights, or any Applicable Laws (as defined herein);
• the Approved Sites shall not contain any viruses, Trojan horses, or other malicious programs intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information;
• your use of the GOBRIGHT LIGHTS Links (as defined below) on the Approved Sites shall not serve to mislead or deceive consumers (e.g. by masking referring URL information in affiliate links); and
• you shall not use the Approved Sites to collect any personal or anonymous information or data from GOBRIGHT LIGHTS or consumers without obtaining the appropriate consents and providing the appropriate opt-outs as required by Applicable Laws, and further shall immediately notify GOBRIGHT LIGHTS in the event of any unauthorized access to any such information or data is suspected.

2. Eligibility; Suitability of Publisher Sites. Only fully operational Web sites are eligible for participation in this Program. For the avoidance of doubt, your Approved Sites may not collect or process any data from residents of the E.U. You must be at least 18 years of age to join this Program. We will reject your application if we determine (in our sole discretion) that you or your Web site is unsuitable or inappropriate. Unsuitable or inappropriate sites include, but are not limited to, those that:

• promote sexually explicit materials,
• promote violence,
• contain content that is threatening, harassing, offensive or obscene;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age,
• promote illegal or unsafe activities, including without limitation illegal drugs, firearms or weapons,
• except as permitted via approved use of the GOBRIGHT LIGHTS Links (defined below), include, use, or display any of our trademarks, logos, slogans, trade names and service marks, including without limitation “GOBRIGHT LIGHTS”, “GOBRIGHT LIGHTS.com,” (collectively “GOBRIGHT LIGHTS Marks”), or any variations or misspellings of GOBRIGHT LIGHTS Marks, in any URLs (for example, URLs such as “GOBRIGHT LIGHTS.mydomain.com”, “GOBRIGHT LIGHTS-coupons.net”, or “GOBRIGHT LIGHTStravel.mydomain.com” would be unsuitable),
• Contain any false, misleading, deceptive or disparaging statements about GOBRIGHT LIGHTS or its products, services, employees, customers, partners, vendors or competitors,
• violate any intellectual property rights, or
• violate this Agreement, including without limitation any of the restrictions on the use of GOBRIGHT LIGHTS Content set forth in Section 4 below or the Trademark, Advertising and Search Engine restrictions in Section 10 below.

By participating in the Program you agree that you will not engage in any such activities. If we accept your application and thereafter determine (in our sole discretion) that you or your site is unsuitable or inappropriate, we may suspend your access to the Program and terminate this Agreement at any time. You agree to provide us with any information that we reasonably request to verify your compliance with this Agreement. We have the right (but not the obligation) in our sole and absolute discretion to monitor your Approved Sites and your participation in the Program from time to time to determine if you are in compliance with the terms of this Agreement.

3. GOBRIGHT LIGHTS Links. Once you have been notified that an Approved Site has been accepted into the Program, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable and non-assignable license, during the term of this Agreement, to use GOBRIGHT LIGHTS Links (as defined below) solely on your Approved Sites in compliance with this Agreement. “GOBRIGHT LIGHTS Links” means links to GOBRIGHT LIGHTS Sites, in the format we or GoAffPro provide them to you, placed on Approved Sites in compliance with this Agreement.

You agree to use GOBRIGHT LIGHTS Links solely to direct end-users to the GOBRIGHT LIGHTS Sites in accordance with this Agreement, and you agree not to link any GOBRIGHT LIGHTS Link or other GOBRIGHT LIGHTS Content (as defined below) to any page of any site other than a GOBRIGHT LIGHTS Site. In particular, to the extent your use of GOBRIGHT LIGHTS links is not clearly a paid advertising placement, you must include a clear and conspicuous disclosure statement alongside any GOBRIGHT LIGHTS Links or any other affiliate placements permitted hereunder in order to make clear that such GOBRIGHT LIGHTS Link is a paid advertising placement and/or sponsored material, in accordance with the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, the FTC’s “Dot Com Disclosures” Guidelines, FTC’s Guidelines with respect to Native Advertising and any and all related regulatory guidance (e.g. the FTC’s Enforcement Policy Statement Regarding Deceptively Formatted Advertisements) (collectively, the “FTC Guides”). All such disclosures must be made prominently and adjacent to each post or GOBRIGHT LIGHTS Link that triggers disclosure and must be in an easy-to-understand wording and typeface. The disclosure must be immediately visible to anyone who views the applicable post on the Approved Sites or on any other approved online platforms. In addition, all of your posts must comply with GOBRIGHT LIGHTS’s Content Guidance, which is attached to this Agreement as Exhibit “A” and incorporated hereinby this reference. Further, you shall include appropriate disclosures in accordance with this Agreement in connection with any affiliate placements that GOBRIGHT LIGHTS approves you to promote across partner and/or publisher networks and shall regularly monitor whether such disclosures are being made, and shall use best efforts to cure the situation if appropriate disclosures are not being made.

Only GOBRIGHT LIGHTS Links formatted in accordance with instructions from us or GoAffPro will be tracked for purposes of calculating the Referral Fees described in Section 9 below. We have no obligation to pay any Referral Fees to you under any other circumstances.

You acknowledge that, by placing GOBRIGHT LIGHTS Links within your Approved Sites, we may receive information from or about visitors to your site or communications between your Approved Sites and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, and our receipt, storage, use, and disclosure of, any and all such information, consistent with the policies and procedures set forth in our Privacy Policy posted on the GOBRIGHT LIGHTS Sites as we may update it from time to time. Further, you represent and warrant that you shall implement and maintain appropriate and comprehensive security, encryption, technical and organizational measures in accordance with the highest industry standards and in compliance with all applicable laws, rules and regulations, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you during the time you are a Program participant, including without limitation applicable data protection and privacy laws (including but not limited to the California Consumer Privacy Act), regulations and self-regulatory guidance, the U.S. CAN-SPAM Act of 2003, and any other applicable laws, regulations, or other guidance governing online affiliate marketing (collectively, the “Applicable Laws”) to protect any data collected by or generated by the GOBRIGHT LIGHTS Links on the Approved Sites against unauthorized or accidental loss, damage, modification or disclosures and further shall not take or fail to take any action that would put GOBRIGHT LIGHTS in violation of such Applicable Laws.

4. GOBRIGHT LIGHTS Content. In connection with the Program, we or GoAffPro may provide you with access to GOBRIGHT LIGHTS Links, a Data Feed (as defined below), GOBRIGHT LIGHTS Marks, and other images, text, link formats, widgets, linking tools, product names, logos, banners, buttons, digital images, graphics, information and data (collectively, “GOBRIGHT LIGHTS Content”).

We hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable and non-assignable license, during the term of this Agreement, to use and display GOBRIGHT LIGHTS Content solely on Approved Sites solely for the purpose of generating sales of products on GOBRIGHT LIGHTS Sites (“Products”) in compliance with this Agreement and any requirements communicated to you by us or GoAffPro from time to time. Any attempted sublicense or assignment of rights in GOBRIGHT LIGHTS Content to any third party are null and void.

Without limiting the general requirements above in this Section 4, you specifically agree not to:

• Add to, delete from or otherwise modify GOBRIGHT LIGHTS Content in any way.
• Use any GOBRIGHT LIGHTS Content, including any name or likeness embodied in that GOBRIGHT LIGHTS Content, in a manner that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, company, or cause.
• Display or use GOBRIGHT LIGHTS Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic devices.
• Engage in any scraping, data extraction or data gathering on the GOBRIGHT LIGHTS Sites other than as expressly contemplated by this Agreement, or
• Use any GOBRIGHT LIGHTS Content in connection with any client-side software application (e.g., a browser plug-in, helper object, toolbar, extension, or component or any other application executable or installable by an end-user) on any device, including computers, mobile phones, tablets, or other handheld devices, unless we expressly otherwise agree in writing.

5. Restrictions on Social Media, Email, Newsletter, and Other Communications. Without limiting the requirements of Sections 4 and 11, you specifically agree that, except with our advance written permission in each case, you will not (1) promote or mention any GOBRIGHT LIGHTS sale or promotional event, or (2) post, use, include, promote the availability of, or enable the use of any GOBRIGHT LIGHTS Links, GOBRIGHT LIGHTS Marks, or other GOBRIGHT LIGHTS Content, in:

• social networking sites and applications, pages or channels within such social networking sites and applications, or any other third party sites or applications, or
• emails, email attachments, newsletters, text messages, documents, sales or marketing collateral, oral solicitations, or other online or offline communications.

6. Data Feed. The GOBRIGHT LIGHTS Content may include a data feed with information about Products (the “Data Feed”). You acknowledge that we may change, discontinue, or republish the Data Feed and/or any features of the Data Feed at any time, and you agree that it is your responsibility to ensure that your access to and use of the Data Feed is compatible with then-current specifications that we or GoAffPro make available to you from time to time.

If you use the Data Feed, you agree to use it only

• in a lawful manner;
• in accordance with this Section 6 and the other terms of this Agreement;
• on Approved Sites; and
• only for purposes of directing users to GOBRIGHT LIGHTS Sites to purchase Products. You will not use the Data Feed in any manner that does not have the principal purpose of encouraging sales of Products on the GOBRIGHT LIGHTS Sites, or in any manner that misrepresents information about GOBRIGHT LIGHTS’ Products or competitors’ products. If you use the Data Feed, you will comply with all pages, schedules, policies, guidelines, and other documents and materials regarding the Data Feed that we or GoAffPro make available from time to time. You will link each use of the Data Feed only from an Approved Site to the relevant page of the GOBRIGHT LIGHTS Site, and you will not provide the Data Feed to any comparison shopping engine, search engine or any other Web site or third party.

You will not add to, delete from, or otherwise alter any content in the Data Feed. You agree to refresh the Product and pricing information you obtained from the Data Feed at least once daily, and you will promptly remove from your Approved Sites and delete any content no longer displayed in the Data Feed. You will not remove, obscure or alter any notice, including any notice of intellectual property or proprietary right, appearing on or contained within the Data Feed. If you display content consisting of text from the Data Feed in your application, you will include the following disclaimer to end users of your Approved Sites: “CERTAIN CONTENT THAT APPEARS ON THIS SITE COMES FROM GOBRIGHT LIGHTS INC. THIS CONTENT IS PROVIDED ‘AS IS’ AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.”

7. Responsibility for Approved Sites. You will be solely responsible for the development, operation, and maintenance of your Approved Sites and for all materials that appear on them, and we disclaim all liability for such matters. For example, you will be solely responsible for:

• the technical operation of your Approved Site and all related equipment,
• ensuring the display of GOBRIGHT LIGHTS Links or other GOBRIGHT LIGHTS Content on your site does not violate any agreement between you and a third party,
• the accuracy and appropriateness of materials posted on your site (including, among other things, all materials related to Products sold on the GOBRIGHT LIGHTS Sites and any information you include within, or associate with, GOBRIGHT LIGHTS Links),
• ensuring that materials posted on Approved Sites do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights),
• ensuring that materials posted on Approved Sites are not libellous or otherwise illegal, and
• ensuring that Approved Sites accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers, and how visitors may opt-out of the collection of their personal information.

8. Orders; Operation of GOBRIGHT LIGHTS Sites. We are solely responsible for all pricing, merchandising, order processing, order fulfillment, shipping, returns and all other aspects of the GOBRIGHT LIGHTS Sites and the sale of Products from the GOBRIGHT LIGHTS Sites. You acknowledge and agree that we have no obligation to accept any orders for Products by customers who followed GOBRIGHT LIGHTS Links from your Approved Sites. We make no guarantee of any amounts that you may or may not receive under this Agreement. For orders we do accept, we are responsible for all aspects of order processing and fulfillment. You further acknowledge and agree that you do not have any authority to make or accept any offer or commitment on behalf of us, and that we cannot, and do not, guarantee the availability of any Products or services offered on the GOBRIGHT LIGHTS Sites.

Customers who access the GOBRIGHT LIGHTS Sites are our customers. Accordingly, all of our applicable rules, policies and procedures concerning orders, returns, refunds, customer service, privacy and other terms of use and sale will apply to customers who make purchases after following a GOBRIGHT LIGHTS Link from an Approved Site to a GOBRIGHT LIGHTS Site. As between the parties, all information obtained through the use of the GOBRIGHT LIGHTS Sites shall be our exclusive property. We may change our policies and operating procedures at any time at our sole discretion. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product or the error-free or uninterrupted operation of GOBRIGHT LIGHTS Sites.

We will track sales eligible for Referral Fees under Section 9 using a tracking mechanism selected by us at our sole discretion, and reports summarizing this sales activity will be available to you through GoAffPro. The form, content, and frequency of the reports may vary from time to time at our or GoAffPro’s reasonable discretion. We are not responsible for changes that GoAffPro may make in their reporting format, timing, or types of reports available to participants in our Program. To permit accurate tracking, reporting and fee accrual, you must ensure that the GOBRIGHT LIGHTS Links between your Approved Sites and our GOBRIGHT LIGHTS Sites are properly formatted. We are not responsible for improperly formatted links. In addition, we are unable to track or provide you credit for sales from customers that are referred to us with browsers that have been set to block cookies.

9. Referral Fees. During the term of this Agreement, provided you are not in breach or default of this Agreement, we will pay you a referral fee (the “Referral Fee”) equal to the percentage of Net Revenue set forth in the Program materials posted on our or GoAffPro’s site or otherwise provided by us (“Program Materials”). We reserve the right, at our sole discretion, to change or modify the Referral Fees we pay at any time upon 2 weeks’ notice. For purposes of this Agreement, “Net Revenue” means amounts we actually receive (not including portions of payment made through the redemption of coupons, credits or gift cards) from customers for Qualifying Sales, less taxes, shipping and handling charges, gift wrapping and other value-added service charges, processing fees, returns, refunds, and chargebacks. Net Revenue is earned at the conclusion of a completed installations, and referral fees will be paid once a installation is completed and final balance is paid.  GOBRIGHT LIGHTS Corporate and Group Sales purchases are NOT eligible for Referral Fees (commission). A “Qualifying Sale” means the first sale of one or more Products in a transaction that results from the customer following a GOBRIGHT LIGHTS Link from an Approved Site to a GOBRIGHT LIGHTS Site, where the sale is made during the time period set forth in the Program Materials.  You agree that you are responsible for all taxes related to the income you receive from GOBRIGHT LIGHTS for Referral fees.

All reasonable determinations of whether a sale of Products is a Qualifying Sale made by us and/or GoAffPro will be final and binding and not subject to appeal.

We pay Referral Fees on a monthly basis, less any taxes or other amounts that we may be required by law to withhold. Fees will be paid in Canadian Dollars, with payment by Paypal or Wire Transfer. No interest will be paid on any amounts held by us. If a payment of Referral Fees relates to Product or installation later refunded to a customer (or a chargeback), the applicable Referral Fees will be deducted from the next applicable monthly payment. If any portion of such Referral Fees cannot be recovered through a deduction, we will invoice you for such amount and you agree to pay this amount within 30 days after receipt of such invoice. Upon termination of this Agreement (unless otherwise provided herein), we will pay you the total amount of Referral Fees then owed to you as of the termination date. This final payment of Referral Fees may be withheld by us for a reasonable period of time to ensure that the correct amount is to be paid after making any adjustments that may be required, including, but not limited to, adjustments for returns.

You acknowledge and agree that we will not be obligated to pay any Referral Fees unless we actually ship the applicable Product from a Qualifying Sale and receive full payment for it.

You agree not to engage in, and you acknowledge that we will not be responsible to pay any Referral Fees in connection with, any of the following:

• attempting to intercept or redirect potential customers from GOBRIGHT LIGHTS Sites or from any other Web site participating in the Program;
• offering any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) to anyone for using GOBRIGHT LIGHTS Links (e.g., by implementing any “rewards” or loyalty program that gives an incentive to visit a GOBRIGHT LIGHTS Site via GOBRIGHT LIGHTS Links;
• cloaking, hiding, spoofing, or otherwise obscuring the URL of your Approved Site containing GOBRIGHT LIGHTS Links (including by use of a redirecting page) such that we cannot reasonably determine the site or application from which a customer clicks a GOBRIGHT LIGHTS Link, or otherwise manipulating cookies in order to gain Referral Fees, including by employing so-called “cookie stuffing,” “cookie spoofing” or similar methods; or
• engage in or encourage anyone to engage in “gift card recycling” (i.e., using gift cards to purchase additional gift cards in order to generate affiliate commission);
• purchasing any Product(s) through GOBRIGHT LIGHTS Links for use by you or for resale or commercial use of any kind, or request or encourage your friends, relatives, or associates to do so.

10. Promotion Codes & Coupons. You may not, without our prior written consent, utilize any promotion, promotion code, coupon, or other promotional opportunity that is not specifically authorized in the Program Materials or provided to you by us or GoAffPro in connection with the Program. You agree not to display on your Approved Sites, and we are not responsible to honor, any expired or unauthorized coupons or coupon codes.
11. Trademark, Advertising and Search Engine Restrictions. You agree not to take any action that could reasonably cause any customer confusion as to our relationship with you, and you will not display or otherwise use GOBRIGHT LIGHTS Marks except as expressly permitted in this Agreement. Without limiting these general requirements, you also specifically agree that:

• you will not include any GOBRIGHT LIGHTS Marks, or any variation or misspelling thereof, in any domain name, URL, or similar identifier used by you,
• your Approved Sites will not copy or resemble the look, feel or content of GOBRIGHT LIGHTS Sites or create any impression that your Web sites or applications are part of any GOBRIGHT LIGHTS Site,
• you will not post or serve any GOBRIGHT LIGHTS Links or other content promoting GOBRIGHT LIGHTS Sites or Products within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any site that is not your Approved Site; and
• you will not generate or send any email messages, text or mobile messages, or other electronic messages using or containing GOBRIGHT LIGHTS Marks, GOBRIGHT LIGHTS Links or other GOBRIGHT LIGHTS Content, or send any electronic messages that in any way suggest or imply (including without limitation, via the return address, subject heading, header information or message contents) that we are the sender or sponsor of such message.

Without limiting our other rights, upon our request you will cause any Search Engine to exclude GOBRIGHT LIGHTS Marks from keywords used to display your advertising content in association with search results (e.g., so-called negative keyword bidding) if the Search Engine offers such exclusion capabilities. “Search Engine” means any search engine, portal, sponsored advertising service, or other search or referral service any other search engine, portal, sponsored advertising service, or other search or referral service (including without limitation Google, Yahoo and Bing), or any site that participates in any of their respective networks. You also agree to the following additional Search Engine advertising restrictions: (i) all advertisements for your Approved Sites must be directed to Approved Sites or a page within your Approved Sites, (ii) none of your advertisements may link directly to GOBRIGHT LIGHTS Sites or any page within a GOBRIGHT LIGHTS Site, and (iii) you will not display any GOBRIGHT LIGHTS Site URL as the URL in your advertisements.

12. Limitation of Liability.WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, GOBRIGHT LIGHTS CONTENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, GOBRIGHT LIGHTS CONTENT OR THE PROGRAM, WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY. NEITHER WE NOR GOAFFPRO WILL BE RESPONSIBLE FOR ANY COMPENSATION, GOBRIGHT LIGHTSMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (1) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (2) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (3) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
13. Intellectual Property. We and our licensors reserve all right, title and interest in and to the Program, GOBRIGHT LIGHTS Marks, GOBRIGHT LIGHTS Links, the Data Feed, other GOBRIGHT LIGHTS Content, the GOBRIGHT LIGHTS Sites, any technology and software used to provide the foregoing, and all intellectual property and proprietary rights theGOBRIGHT LIGHTSn. Except for the limited licenses granted in this Agreement, nothing in this Agreement will license or convey to anyone, including you, any of our intellectual property or proprietary rights.
14. Term & Termination. This Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.

Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Web sites, all links to the GOBRIGHT LIGHTS Sites, GOBRIGHT LIGHTS Marks, information from the Data Feed, and other GOBRIGHT LIGHTS Content.

You are eligible to earn referral fees only on Qualifying Sales that occur during the term. Referral Fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Finally, if you are in violation of Sections 2, 4, 10, 14 or 15 when this Agreement is terminated, you acknowledge that we will not be obligated to pay any Referral Fees that are accrued but unpaid as of termination.

15. Confidentiality. In connection with the Program, we and GoAffPro may make non-public information available to you, including without limitation customer information, sales information, and details about the Program (“Confidential Information”). You will use Confidential Information only as necessary in connection with the Program, will not disclose Confidential Information to any third party, and will use reasonable care to protect Confidential Information in your possession from disclosure. Upon termination of this Agreement, you will return all Confidential Information to us or GoAffPro or, if we request, destroy the Confidential Information and, upon our request, will certify such return or destruction in writing.
16. Compliance with Laws. As a condition to your participation in the Program, you agree that you will comply with all Applicable Laws (as defined above).
17. Indemnity. At your own cost and expense, you will indemnify, defend and hold harmless GOBRIGHT LIGHTS and GoAffPro, and each of their respective corporate affiliates, directors, officers, employees, agents, successors and assigns, from and against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages, including reasonable attorney’s fees, that is based upon or arises in connection with (i) any breach or alleged breach of your representations, warranties, covenants agreements, or obligations under this Agreement, your failure to make any required disclosures in accordance with the FTC Guides as provided heGOBRIGHT LIGHTSn, (ii) the development, operation, maintenance, and contents of your Approved Sites or any other Web site where you place GOBRIGHT LIGHTS Content, (iii) your failure or alleged failure to comply with any Applicable Laws, (iv) any other information, materials or data provided by you or (v) any actual or alleged wrongful or negligent act or omission by you in connection with the Program.
18. Disclaimer. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PROGRAM, THE GOBRIGHT LIGHTS SITES, ANY PRODUCTS OFFERED ON THE GOBRIGHT LIGHTS SITES, THE GOBRIGHT LIGHTS LINKS, THE DATA FEED, ANY OTHER GOBRIGHT LIGHTS CONTENT, ALL OF WHICH ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES WITH REPSECT TO THE PROGRAM, THE GOBRIGHT LIGHTS SITES, ANY PRODUCTS OFFERED ON THE GOBRIGHT LIGHTS SITES, THE GOBRIGHT LIGHTS LINKS, THE DATA FEED, ANY OTHER GOBRIGHT LIGHTS CONTENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE THE PROGRAM OR ANY OF ITS FEATURES AT ANY TIME. WE DO NOT WARRANT THAT THE PROGRAM, GOBRIGHT LIGHTS SITES OR GOBRIGHT LIGHTS CONTENT WILL CONTINUE TO BE PROVIDED OR WILL FUNCTION AS DESCRIBED, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS.
19. Relationship of the Parties; Publicity.You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

We may make GOBRIGHT LIGHTS Content available to you that identifies your Approved Site as a Program participant. You may display this GOBRIGHT LIGHTS Content on your Approved Site in compliance with the instructions provided by us or GoAffPro. Otherwise, you will not issue any press release or make any other public communication with respect to this Agreement, your use of GOBRIGHT LIGHTS Content, or your participation in the Program, and you will make no representations regarding the relationship between us or GoAffPro and you. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

20. Modifications to this Agreement. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the GOBRIGHT LIGHTS Sites. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE GOBRIGHT LIGHTS SITES WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
21. Miscellaneous. All notices under this Agreement must be in writing. Notices that we provide to you may be given to the email address you provide when you apply for the Program, or a successor email address you provide to us or GoAffPro from time to time, or electronically via an interface or mechanism provided by GoAffPro for Program participants. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Washington, excluding its conflict of laws principles. This Agreement and any dispute arising in connection with Agreement must be brought in the federal or state courts located in King County, Washington. Our performance under this Agreement shall be excused to the extent that such performance is hindered, delayed or made commercially impractical by causes beyond our reasonable control. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement. You may not assign this Agreement or any of your rights, or delegate any of your obligations under this Agreement, by operation of law or otherwise, without our prior written consent, and any such attempted assignment shall be void. Subject to such restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. This Agreement, together with the Program Materials referenced heGOBRIGHT LIGHTSn, represents the complete agreement and understanding between us and you with respect to the Program and supersedes any other oral or written communications or understandings between us and you regarding the Program. No amendment or modification to this Agreement will be binding upon us unless agreed to by an authorized representative of us.

Exhibit A

FREELANCE AND VENDOR CONTENT GUIDANCE

Thank you for agreeing to provide content to GOBRIGHT LIGHTS. This document is intended to guide the creation of blog, social media and other content and is not intended to modify or replace the terms of any other agreement you may have with GOBRIGHT LIGHTS. Any failure by GOBRIGHT LIGHTS to enforce this guidance will not waive or alter our rights or remedies under any agreement we may have with you. In addition, GOBRIGHT LIGHTS may update this guidance from time to time. If we make changes, we will notify you in writing.

Content

When composing content for GOBRIGHT LIGHTS or about GOBRIGHT LIGHTS Products:

Do:

• Create content that is relevant to certain topics (e.g., adventure travel, exploring the world, finding a holiday).
• Create content that represents your honest and accurate opinions. In addition, any content that claims a specific result or outcome should reflect results or outcomes that are “typical” and that others can expect.
• Use a tone that is positive, energetic, informed, conversational and direct. Remember that wit and humour (can) work!
• Keep safety in mind and always indicate proper use of equipment and products (e.g., wearing a helmet while riding a bike or climbing, wearing a personal flotation device while kayaking).
• Obtain a written publicity release from each individual who is identified or may be identifiable in your content, and provide GOBRIGHT LIGHTS with a copy of all completed and signed releases upon request.

Don’t:

• Provide safety tips.
• Include trademarks, logos or slogans without explicit authorization from the trademark holder.
• Include copyrighted items (e.g., photographs, videos, music) that belong to other individuals or brands.
• Don’t include license plates in photographs or videos
• Include any names, images or likenesses of an individual (in quotations, attributions or otherwise) without their written permission and consent for the use of such information for GOBRIGHT LIGHTS’s commercial purposes.
• Include any personal information about an individual without his/her consent.
• Include false, unsubstantiated or misleading statements or depictions about any person, company, brand, product or service.
• Include content that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, violent, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable (e.g., racial slurs, threats, harassment, inflammatory language, profanity, obscenities, sexually explicit material, non-relevant drug or alcohol references, violent references, implied obscenities, etc.).
• Display, describe or encourage the use of a product or service that could be offensive, inappropriate or harmful to GOBRIGHT LIGHTS or any other person or entity.
• Display, describe or encourage the use of a product in a manner for which the product was not intended (e.g., use of a gas-powered heater or lantern in an enclosed space or a tent, use of a water filter to filter viruses when a water purifier is actually required, use of a static rope for climbing instead of a dynamic rope, use of an ice ax to dig a hole in rocky soil, use of a child-carrier bicycle trailer to tow heavy cargo, continued use of a bicycle or climbing helmet after it has sustained an impact).
• Display, describe, encourage or solicit any illegal or dangerous activities.
• Use foGOBRIGHT LIGHTSgn words or phrases without including an explanation or accurate translation.
• Reference or include minors in any content without the lawful and informed written consent of their parent(s) or legal guardian(s).
• Share your content produced for GOBRIGHT LIGHTS without a clear and prominent disclosure of your relationship with GOBRIGHT LIGHTS.

GOBRIGHT LIGHTS STYLE GUIDE

Legal Responsibilities for Using the GOBRIGHT LIGHTS Logo

• Except as GOBRIGHT LIGHTS may authorize elsewhere, non-GOBRIGHT LIGHTS Web sites may use only the logos provided.
• These logos may be used only on Web pages that make accurate references to GOBRIGHT LIGHTS or its products or services, and must be displayed adjacent to the reference or at the bottom of the same page. Your Web page title and other trademarks and logos must appear at least as prominent as the GOBRIGHT LIGHTS logo.
• The logo must appear by itself, with minimum spacing (the height of the Logo) between each side of the logo and other graphic or textual elements on your page. The logo may not be used as a feature or design element of any other logo.
• You may not alter any element of the logo in any manner, including size, proportions, colours, elements, etc., or animate, morph or otherwise distort its perspective or two-dimensional appearance.
• You may only use the logo on your Web site, social platforms and print materials related to the partnership and not in any other manner. It must always be an active link to GOBRIGHT LIGHTS’s home page or element of that site.
• You may not use the logo on any site that disparages GOBRIGHT LIGHTS or its products or services, or violates any state, federal or international law.
• GOBRIGHT LIGHTS reserves the right in its sole discretion to terminate or modify permission to use the logo at any time. These policies do not grant a license or any other right to GOBRIGHT LIGHTS’s logos or trademarks. 
• GOBRIGHT LIGHTS reserves the right to take action against any use that does not conform to these policies, infringes any other GOBRIGHT LIGHTS right, or violates other applicable law. .
• GOBRIGHT LIGHTS disclaims any warranties that may be expressed or implied by law regarding the logo, including warranties against infringement.

GOBRIGHT LIGHTS’S ENDORSEMENT GUIDELINES

To the extent You are a spokesperson, endorser, or paid evaluator of GOBRIGHT LIGHTS or products and services sold by, offered by, or branded GOBRIGHT LIGHTS, all communications made by you with respect to GOBRIGHT LIGHTS, its suppliers or their products and/or services are considered by the Federal Trade Commission (FTC) to be statements made by GOBRIGHT LIGHTS. Therefore, it is your responsibility as well as GOBRIGHT LIGHTS’s responsibility to ensure that any statements you make about GOBRIGHT LIGHTS or products and services sold by, offered by, or branded GOBRIGHT LIGHTS are:

• Accurate and substantiated.
• Fair and balanced
• Expressed as Talent’s personal opinion

You are, of course, free to speak and express thoughts and opinions regarding GOBRIGHT LIGHTS and products and services sold by, offered by, or branded GOBRIGHT LIGHTS and Talent’s experiences with them, but you will be required to follow these guidelines and the provisions of the Agreement.

The points below are intended to highlight some key considerations, but are not an exhaustive list of Your obligations.

Key Points

• Be truthful in your communications.
• Limit your communications to issues/matters that you have actual experience with.
• Focus on the facts relating to the products and services you are describing.
• Avoid hyperbole or overstatement. Statements like “The GOBRIGHT LIGHTS [Product] is the greatest thing since sliced bread” are problematic”
• Limit your promotion to the GOBRIGHT LIGHTS products and services; do not promote unrelated products and services.
• In connection with any testimonial or endorsement made in the Content by you regarding any product or service for which you have received payment or consideration, you shall disclose that you are a paid endorser, if applicable, of GOBRIGHT LIGHTS or its products and/or services. Disclosures and disclaimers must be clear and conspicuous – a viewer should be able to see and understand all disclosures and disclaimers without having to click through to any other location.

WHEN IN DOUBT, DISCLOSE…

• that you have received a product for free from GOBRIGHT LIGHTS, and that you are showing or talking about the product in connection with your engagement with GOBRIGHT LIGHTS; or
• that you and GOBRIGHT LIGHTS have collaborated to feature GOBRIGHT LIGHTS, or GOBRIGHT LIGHTS Product in your post, and that you are being paid to show or talk about GOBRIGHT LIGHTS or GOBRIGHT LIGHTS Product; and
• include the usage of #sponsored or #ad and @GOBRIGHT LIGHTS on all social media posts.

REFERRAL TERMS

Gobrightlights.com – Affiliate Referral Fees

• Description: Customer proceeds with estimate, pays the deposit amount, completes the installation, and pays final balance.
• Referral Period: 90 days
• Number Of Occurrences: Unlimited
• Commission: 5.00%
• Situational Commission Adjustments