California Closets Affiliate Program

California Closets® Operating Agreement for Affiliate Network
This California Closets® Operating Agreement for Affiliate Network, including all exhibits and attachments (individually and collectively, "Agreement"), contains the complete terms and conditions that apply to a party's participation as an affiliate in the Affiliate Network of California Closets ("Program"). As used in this Agreement, "we," "us," “our, “or "California Closets” means California Closet Company, Inc. and "you" or “your” means the applicant party. "Site" means a World Wide Web site and, refers either to the californiaclosets.com or californiaclosets.ca Site that you will link to using Qualifying Links as defined in Section 2 of this Agreement.

1. Enrollment in the Program
If you are located in the United States or Canada, you may submit a completed Program application to begin the enrollment process ("Application"). Applications received from persons outside of the United States and Canada will not be accepted. Submission of your Application to the Program confirms your acceptance to be bound by the terms set forth in this Agreement. You represent and warrant that all information provided by you in your application is accurate and complete and that you are authorized to submit the application and be bound by the obligations in this Agreement and the terms and conditions of the Program. We will evaluate your Application and notify you of your acceptance or rejection. We may reject your Application if, in our sole discretion, we determine for any reason that your website is unsuitable for the Program.

Unsuitable websites include, but are not limited to, those that:

• Promote sexually explicit material;
• Promote violence or hate toward any persons or groups;
• Promote illegal activities;
• Promote alcohol, tobacco, gambling/lottery in any way;
• Promote the use of pyramid, "ponzi", or similar investment schemes;
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• Contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party;
• Are known as "blogging sites", defined for purposes of this Agreement as sites that contain only blogging and no other form of informational content;
• Include "California Closets", or variations or misspellings thereof in their domain names;
• Otherwise violate intellectual property rights of California Closets;
• Disparage California Closets;
• Are under construction or not live at the time of Application;
• Are non-U.S. or Canada-based or are websites that primarily serve a non-U.S. or Canada-based audience;
• Do not clearly state an online privacy policy to its visitors; or
• Provide a portion of their Referral Fees (as defined in Section 5 below) to websites or organizations that would violate any of the above criteria.

Regardless of your acceptance in the Program, we may terminate this Agreement for any reason, at any time.

The terms of our acceptance criteria are subject to change at any time without prior notice.

All decisions for acceptance into the Program will be made within our sole discretion.

If your Application is not accepted, you may reapply to the Program at any time; however, you should not and may not link to our Site unless you are approved for the Program.

As a member of the Program, you grant California Closets, directly or through the Impact Radius platform, permission to distribute any email communication directly to you that California Closets determines is necessary communication for you to receive in order to continue as a member of the Program, regardless of your choice to opt-out from certain communication.

2. Links on Your Website or Third Party Websites
Upon acceptance into the Program, we will make available to you Qualifying Links that are subject to the terms and conditions of this Agreement. A "Qualifying Link" is a link from a website to our Site using one of the Universal Record Locators ("URLs") or graphic links provided by California Closets, the Impact Radius platform or by other means selected by us for use in the Program. All Qualifying Links must link directly and exclusively to californiaclosets.com or californiaclosets.ca. California Closets must approve each and every website that links to our Site through a Qualifying Link. If you use a Qualifying Link to link a website to our Site without seeking explicit authorization, your continued use of that Qualifying Link shall be considered a breach of this Agreement. However, continued use of the Qualifying Link will nonetheless subject such websites to this Agreement.

The Qualifying Links will serve to identify your website as a member of the Program and will establish a link from a website to our Site. All Qualifying Links that you will use in the Program will be provided to you from the Impact Radius platform or by other means selected by us. You also agree that you will display on the website containing the Qualifying Link only those logos, trade names, trademarks, service marks, graphic images and similar identifying material ("Licensed Materials") that are provided by us or by the Impact Radius platform, and you will substitute such images with any new materials provided by us or the Impact Radius platform from time to time throughout the term of this Agreement.

Only valid Qualifying Links will be tracked for purposes of determining Referral Fees that you may be eligible to receive on Qualifying Leads (as defined below) generated through your participation in the Program. For the purpose of this Agreement, “Qualifying Leads” means a lead that enters a valid zip code within our valid business territories with the United States or Canada, valid email address and valid phone number. If the lead enters false information where a California Closets representative cannot contact the person using the provided email and phone number after at least two (2) attempts, the lead commission will be reversed. A previous lead or a previous customer within the last six (6) months will not qualify as a “Qualifying Lead.”

Only Qualifying Links may be used to link a website to areas within our Site. You may not link directly to californiaclosets.com or californiaclosets.ca without use of a Qualifying Link. You may post as many Qualifying Links to our Site as you like on a website, provided that you ensure that each website containing a Qualifying Link posted by you meets the terms and conditions of this Agreement, including without limitation, that such website does not fall into the "unsuitable website" category described in Section 1 above, does not fall into the "prohibitions" set forth in Section 3 below, and you are and remain liable for all websites on which you post a Qualifying Link in accordance with Section 10 below. The position, prominence and nature of links on a website shall comply with any requirements specified in this Agreement but otherwise will be in your discretion.

You acknowledge that, by participating in the Program and placing a link to californiaclosets.com or californiaclosets.ca (or any category page therein) on any website through use of a Qualifying Link, we may receive information from or about visitors to such website or communications between such website and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in our Privacy Policy located at:

U.S.: https://www.californiaclosets.com/privacy-policy/ and

Canada: https://www.californiaclosets.ca/en/privacy-policy/.

3. Prohibitions
You understand and acknowledge that this Agreement is made between you and California Closets and is solely for the purpose of allowing you to link to the Site.

As a condition to your acceptance and participation in the Program, you agree to the following prohibitions:

A. General Prohibitions.

You may NOT:

• engineer any website containing a Qualifying Link in such a manner that pulls Internet traffic away from californiaclosets.com and californiaclosets.ca;
• publish, link to, sell, otherwise distribute, or place a Qualifying Link on the same page or in close proximity to any Objectionable Content. For purposes of this Agreement, "Objectionable Content" means any material, including textual, audio or video material, which is offensive (including hate speech or violence against a particular group of people); contains any nudity, explicit violence or sexual material; contains depictions of violent or sexual acts; is defamatory to any group or individual; or promotes alcohol, tobacco, or gambling/lottery;
• publish, link to, sell, otherwise distribute, or place a Qualifying Link on any social networking sites, including, but not limited to, Metaverse, MySpace, Twitter, TikTok, and/or similar sites or platforms.
• attempt to modify or alter our Site in any way;
• make any representations, either express or implied, or create an appearance that a visitor to your website is visiting our Site, e.g., "framing" or "wrapping" the Site in any manner without first obtaining in advance our express written permission. Such requests must be made in writing and sent to California Closet Company, Inc., Attn: Digital Marketing Manager, 2001 W. Phelps Road, Phoenix, AZ 85023;
• "scrape" or "spider" the Site or any other websites for content (such as images, logos or text);
• place ads on, or participate in any way in, AdNetworks or Search Content Networks;
• employ, use or place any web browser add-ons, toolbars or pop-ups on your website;
• link any Qualifying Link to any website other than our Site, including, for example, your own website;
• bid on our Trademarks (as defined in Exhibit A) at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;
• engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in the delivery or act of address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISP's address bar or search bar, and, as a result, is redirected to a web page that contains a Qualifying Link that directs the user to sites like californiaclosets.com and californiaclosets.ca).
• employ the use of any type of software download or technology which attempts to intercept or redirect traffic or Referral Fees to or from any website;
• without the prior written approval of California Closets, use any trademark, or any Licensed Material in an advertisement that is not created or provided by California Closets in any way that might suggest or imply or mislead or is likely to mislead a visitor to your website into believing that California Closets or any related entity was the creator or sponsor of such advertisement;
• re-distribute Licensed Materials to websites which can reasonably be viewed as California Closets competitors in the custom design, manufacture and installation of organizational storage solutions and adaptable pre-manufactured storage solutions and related accessories;
• re-distribute, display or syndicate Licensed Materials, including any product information set forth therein, to any third-party partner, network or agency;
• employ, use, or receive any direct or indirect benefit from, any "cookie stuffing" methods (e.g., use of "cookie stuffing" to cause Impact Radius's tracking systems to conclude that a user has clicked through a Qualifying Link - and to pay commissions accordingly - even if the user has not actually clicked through any such link);
• install spyware on another person’s computer; cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person’s ability to view that website;
• display any material on a website containing a Qualifying Link which contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;
• without the prior written approval of California Closets, use any widgets on your website that: (a) include any Trademarks; (b) include any Licensed Materials; or (c) directly or indirectly send traffic to californiaclosets.com and californiaclosets.ca;
• post, publish, link to or place a Qualifying Link on the California Closets social media pages (Ex, Metaverse Pinterest, etc.); and/or
• forward, redistribute, or otherwise repurpose any or all Qualifying Links to any third party.

B. Prohibitions Regarding Use of Electronic Communications

Electronic Communication includes email messages, text messages, and any other form of non-verbal communication occurring without the use of physical mail. You may NOT do any of the following using Electronic Communication unless you first obtain in advance California Closets’ express written permission. Such requests must be made in writing and sent to California Closet Company, Inc., Attn: Digital Marketing Manager, 2001 W. Phelps Road, Phoenix, AZ 85023. These prohibitions are in addition to, and not in place of, all prohibitions and restrictions that you are bound to under the Impact Radius Membership Agreement, as amended. You may not:

• generate or use Electronic Communication using or containing Trademarks, or any variation or misspelling thereof, or products, or any of the Qualifying Links or URLS provided to you as part of the Program;
• send any other Electronic Communication that in any way suggests or implies or misleads or is likely to mislead (including, without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that California Closets was the sender or sponsor of such Electronic Communication or procured or induced you to send such Electronic Communication;
• forward, redistribute, or otherwise repurpose any Electronic Communication that California Closets sends to its affiliates and/or customers; and/or
• generate or send any unsolicited Electronic Communication (spam) under this Agreement.

C. Prohibitions regarding use of Trademarks

In addition to the requirements and prohibitions regarding use of the Trademarks set forth in Exhibit A, attached to and incorporated in this Agreement by reference, you may NOT:

• use the Trademarks in any manner not expressly authorized by this Agreement.
• use the Trademarks, or any variation or misspelling thereof, in metatags, hidden text or source code, in your domain name or any other part of your URL as further detailed in Exhibit A;
• bid on keywords as further detailed in Exhibit A; and/or
• bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website.

In addition, you are bound to act in compliance with all applicable federal, state and local laws and regulations, including, without limitation, the CAN-SPAM Act of 2003 ("CAN-SPAM") and the Children’s Online Privacy and Protection Act of 1998 ("COPPA"), and all amendments thereto as each may be amended from time to time.

We reserve the right to reject Qualifying Leads that do not comply with any reasonable requirements that we periodically may establish. Through the Impact Radius platform, you have the ability to track Qualifying Leads made by potential customers who filled out a lead form using your Qualifying Links and you can review reports summarizing this activity. To permit accurate tracking, reporting, and Referral Fee, you must ensure that your Qualifying Links are properly formatted. The form, content, and frequency of the reports are limited to those reports and capabilities available through the Impact Radius platform and may vary from time to time in our and/or the Impact Radius platform's reasonable discretion. California Closets is not responsible for the Impact Radius platform's format, timing, or types of reports available to members of the Impact Radius platform and California Closets’ Affiliates. California Closets will not be responsible for improperly formatted links regardless of whether you have made amendments to the code. In addition, we are unable to track or provide credit for Qualifying Leads from customers that are referred to us with browsers that do not have their cookies setting enabled.

4. Referral Fees
We will pay you Referral Fees for Qualifying Leads generated from our Site only. For a lead to generate a Referral Fee, the customer must:

• use a browser that has its cookies setting enabled;
• follow a Qualifying Link (in the format specified by California Closets) from a site to the californiaclosets.com or californiaclosets.ca Site; and
• complete the lead form in its’ entirety;

We will pay to the Impact Radius platform for ultimate payment to you, Referral Fees on Qualifying Leads that are considered by California Closets as a Qualifying Leads.

Referral Fees will not be earned on Qualifying Leads where a customer derived from search results driven from free or natural search; this includes results containing Qualifying Links displayed in a search engine's free/non-paid, natural, or organic search results in response to a search query which sends customers directly to californiaclosets.com or californiaclosets.ca without the customer first being sent to a California Closets’ Affiliate’s site and the customer clicking on a Qualifying Link to arrive at the californiaclosets.com or californiaclosets.ca Site.

5. Referral Fee Schedule
You will earn a California Closets’ Affiliate referral fee based on a customer that visits californiaclosets.com or californiaclosets.ca using a Qualifying Link from your California Closets’ approved website to californiaclosets.com or Californiaclosets.ca and fills out the lead form entirely (“Referral Fee”). At our sole discretion, we may from time to time establish, increase or decrease Referral Fee rates and/or special Referral Fee rates that may be available to some or all of our California Closets’ Affiliates.

You will earn a California Closets’ Affiliate Referral Fee based on a customer that visits californiaclosets.com or californiaclosets.ca using a Qualifying Link from your California Closets’ approved website to californiaclosets.com or californiaclosets.ca and fills out the lead form entirely with qualified data. The amount and type of any Referral Fee will be displayed on the Platform, which are subject to change from time to time at our sole discretion.

California Closets may temporarily or permanently modify referral rates and/or offer individualize rates for specific partners with the flexibility of reverting to the original Referral Fee.

We reserve the absolute right and discretion to exclude Qualifying Leads for a Referral Fee based on fraudulent, non-qualifying leads. Therefore, you acknowledge and agree that we cannot and do not warrant or guarantee that you will be paid a Referral Fee on all Qualifying Leads that may be eligible for a Referral Fee. Subject to the above in this Section5, the eligible Qualifying Leads will be paid in accordance with the Referral Fee Rates listed on the Impact Radius platform. You acknowledge that in such circumstances, you will accept the Referral Fee Rates and payouts actually paid to you. If you have any questions concerning whether a certain item is eligible for a Referral Fee, please contact Affiliates@calclosets.com.

6. Referral Fee Payment
Approximately sixty (60) days following the end of each calendar month, you will receive a check for the Referral Fees earned on Qualifying Leads that were valid during the applicable calendar month, less any fees we or Impact Radius platform are required by law to withhold from the final payment to you. All determinations of Qualifying Links and whether a Referral Fee is payable will be made by the Impact Radius Platform Network and/or California Closets and will be final and binding.

7. Limited License; Restrictions
We grant you a limited, nonexclusive, nontransferable, revocable right to access our Site through the Qualifying Links solely in accordance with the terms of this Agreement and solely in connection with the Licensed Materials, only as provided to you by us, through the Impact Radius platform, or by other means selected by us, and solely for the purpose of identifying your website as a Program participant and to assist in generating a Qualifying Lead on californiaclosets.com or californiaclosets.ca.

You acknowledge that this Agreement does not provide you with any intellectual property rights in the Licensed Materials other than the limited rights contained in this Section 7. We reserve all of our rights in the Licensed Materials and in all of our other proprietary material and Confidential Information (as defined in Section below). You may not sublicense, assign or transfer any such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or transfer is void. We may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion. You agree to follow our Trademark Requirements in Exhibit A, as those may change from time to time. We may revoke your license at any time by giving you written notice.

8. Responsibility for Your Website or a Third-Party Website on which you place a Qualifying Link ("Third Party Site")
You will be solely responsible for the development, operation, and maintenance of your website and for all content that appears on your website. For example, you will be solely responsible for:

• the technical operation of your website and all related equipment;
• creating and posting product descriptions on your website or a Third-Party Site and linking those descriptions to our Site;
• updating product information, content and item descriptions within 24 hours of any update of such product information, content and/or item description at californiaclosets.com or californiaclosets.ca provided through Impact Radius platform;
• the accuracy, timeliness and appropriateness of content posted on your website (including, among other things, all product-related materials);
• ensuring that materials posted on your website or a Third-Party Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, service marks, privacy, or other personal or proprietary rights), or any term of this Agreement;
• monitoring your website content and the content of a Third-Party Site to ensure your website or the Third-Party Site does not publish, link-to, sell or otherwise distribute Objectionable Content;
• removing any Licensed Materials and Trademarks from your website or a Third-Party Site as soon as any Objectionable Content appears on the website;
• notifying us and the Impact Radius Network of any Objectionable Content that appears or appeared on your website or a Third-Party Site at any time during your participation in the Program, within six (6) hours of its appearance, even if you immediately removed the Objectionable Content per the requirements of this Agreement or for any other reason;
• ensuring that content posted on your website or a Third-Party Site is not libelous or otherwise illegal; and
• notifying us and the Impact Radius platform of any malfunctioning of the Qualifying Links or other problems with your participation in the Program in accordance with the terms of this Agreement.

We disclaim all liability for these matters.

9. Term of the Agreement
The term of this Agreement will begin upon your submission of your Application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by giving us five (5) days’ prior written notice of termination. We may terminate this Agreement immediately at any time, with or without cause, by giving you written notice of termination. Upon termination, all California Closets-related content and links shall be promptly removed from your website. You are only eligible to earn Referral Fees on Qualifying Leads occurring during the term, and Referral Fees earned through the date of termination will remain payable. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Modification
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 our Site. We will also make commercially reasonable efforts to notify you of such changes prior to or upon implementation. Modifications may include, for example, changes in the scope and amounts 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 OUR SITE AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THE CHANGE.

11. Relationship of Parties
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 website or otherwise, that reasonably would contradict anything in this Section.

12. Indemnification
You acknowledge that by entering into and performing its obligations under this Agreement, we do not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your website(s). Accordingly, in addition to any other indemnification obligations contained in this Agreement, YOU SHALL PROTECT, DEFEND, HOLD HARMLESS AND INDEMNIFY US AND OUR PARENT OR RELATED ENTITIES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESORS AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, LIABILITIES, LOSSES, DAMAGES, TAXES, FEES, FINES, PENALTIES, INTEREST, JUDGMENTS, OBLIGATIONS, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS' FEES, EXPERT WITNESS FEES, AND COSTS OF LITIGATION), EVEN IF SUCH CLAIMS ARE GROUNDLESS, FRAUDULENT OR FALSE, INCURRED AS A RESULT OF CLAIMS OF CUSTOMERS OR OTHER THIRD PARTIES ARISING FROM OR CONNECTED WITH THE DEVELOPMENT, OPERATION, MAINTENANCE AND/OR ANY OF THE CONTENT OR ACTIVITIES OF YOUR WEBSITE (INCLUDING ,WITHOUT LIMITATION, ANY ACTIVITIES OR ASPECTS THEREOF OR COMMERCE CONDUCTED THEREON) OR RELATED BUSINESS, ANY FALSE STATEMENTS OR INCOMPLETE INFORMATION PROVIDED IN YOUR APPLICATION, YOUR MISUSE, UNAUTHORIZED MODIFICATION OR UNAUTHORIZED USE OF THE SERVICES OR MATERIALS PROVIDED BY US HEREUNDER, AND/OR RESULTING FROM OR IN CONNECTION WITH YOUR VIOLATION OF ANY OF THE TERMS OR PROHIBITIONS CONTAINED IN THIS AGREEMENT OR ANY LAW, RULE OR REGULATION, INCLUDING WITHOUT LIMITATION, CLAIMS FOR VIOLATIONS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND RIGHTS OF PRIVACY, INCLUDING BUT NOT LIMITED TO CAN-SPAM AND COPPA.

13. Limitation of Liability
We will not be liable for indirect, special, punitive, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Fees paid or payable to you under this Agreement during the immediately prior twelve (12) months.

14. Disclaimers
We make no express or implied warranties or representations with respect to the Program. In addition, we make no representation that the operation of our Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.

15. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

16. Miscellaneous
This Agreement will be governed by the laws of the State of Delaware without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to the foregoing restriction on assignment, this Agreement will be binding on, inure to the benefit of, and enforceable against each of the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

17. Publicity
You shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to us and receiving our written approval, which we may withhold in our sole discretion.

18. Remedies to California Closets
Violation of any of the terms or prohibitions contained in this Agreement may result in, among other things, (a) the immediate termination of this Agreement; (b) the withholding of Referral Fees due to you; or (c) the commencement of an action by California Closets against you seeking, without limitation, injunctive relief, recovery of actual, statutory or punitive damages.
We have the right in our sole and absolute discretion to monitor your website at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your website for such purpose.

19. Confidentiality
Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information including, without limitation, the terms of this Agreement, our business and financial information, including, without limitation, lead interaction, franchise IDs, potential customer contact information not already known to the Affiliate. (individually and collectively, “Confidential Information”), shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose. For purposes of this Agreement, Confidential Information shall not include: any such information is generally known or available to the public through a source or sources other than you or your affiliates. Notwithstanding the foregoing, you may disclose Confidential Information to your accountants, attorneys, or other agents on a confidential basis solely as necessary for you to meet your obligations under or in connection with this Agreement and provided that such persons are bound by confidentiality obligations at least as restrictive as those contained herein. If you receive a subpoena or are otherwise required by applicable law, court or agency order to disclose the Confidential Information, you shall promptly notify California Closets in writing at the addresses listed in Section 20 below and shall reasonably assist, at California Closets’ request and expense, California Closets to obtain a protective order or other similar protection of the Confidential Information prior to your disclosure, as permitted by law.

We have the right in our sole and absolute discretion to monitor your website at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your website for such purpose.

20. Notices
All notices to California Closets under this Agreement shall be sent via electronic direct email through the Impact Radius Platform using the Bubble Icon on the left-hand navigation called “Messaging Inbox”. Alternatively, you may email directly to this email address: “calclosetsaffiliate@tinuiti.com.”

All legal inquiries and notices under this Agreement shall be sent via email to legal@calclosets.com, with a copy sent via U.S. Mail or national carrier to California Closet Company, Inc., Attn.: General Counsel, 2001 W. Phelps Road, Phoenix, AZ 85023.

Exhibit A - Trademark Requirements
These requirements apply to your use of California Closets® and other trademarks and service marks belonging to California Closets or other related entities (individually and collectively, "Trademarks") in content that has been approved by us.

1. You may use the Trademarks only for purposes expressly authorized by us.
2. You shall comply with our Style Guide, a copy of which is located at the "Resources" subsection in the Impact Radius Platform.
3. You may not modify the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademarks.
4. You may not display the Trademarks in any manner that implies endorsement of your website or business by California Closets outside of your involvement in the Program.
5. You may not use the Trademarks to disparage California Closets, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the Trademarks.
6. Each Trademark must appear by itself, with reasonable spacing (at least the height of the Trademark) between each side of the Trademark and any other graphic or textual image. You may place the California Closets name or logo adjacent to competitive brands, subject to the requirements of this Agreement, including prohibitions against objectionable material and websites.
7. You must use the TM symbol next to the trademarks. You must use the SM symbol next to the service marks as indicated in our Style Guide.
8. You acknowledge that all rights to the Trademarks are our exclusive property and all goodwill generated through your use of the Trademarks will inure to our sole benefit.
9. YOU MAY NOT USE THE TRADEMARKS, OR ANY VARIATIONS OR MISSPELLINGS THEREOF, IN ANY MANNER INCLUDING KEYWORD BIDDING ON SEARCH ENGINES; YOU MAY NOT USE THE TRADEMARKS, OR ANY VARIATION OR MISSPELLINGS THEREOF, IN METATAGS OR TO DIRECT TRAFFIC TO ANY WEBSITE OTHER THAN OUR SITE; YOU MAY NOT USE THE TRADEMARKS, OR ANY VARIATIONS OR MISSPELLINGS THEREOF, IN HIDDEN TEXT OR SOURCE CODE. YOU MAY NOT USE THE TRADEMARKS, OR ANY VARIATIONS OR MISPELLINGS THEREOF, IN YOUR DOMAIN NAME OR ANY OTHER PART OF YOUR UNIVERSAL RECORD LOCATOR.
10. You may not bid on any keyword or on any Pay per Click Search Engines (PPCSEs) where such keyword is one of our Trademarks or any variation or misspelling of one of our Trademarks (see the non-exclusive list of examples set forth below in Section 14). Further, you may not bid on any word or term that is confusingly similar to any of our Trademarks standing alone.
11. You may not employ any "fat finger" domains or typosquatters redirecting web traffic to your website. A typosquatter or "fat finger" domain is any domain that amounts to misspellings of any registered or unregistered Trademarks.
12. You may not bid on any keyword or on any PPCSEs that is one of our competitors' trademarks (or a derivation of a competitor's trademark), or any other word or term that is likely to cause confusion regarding its affiliation with the competitor. Examples of these keywords include, but are not limited to: "Closets By Design", "The Container Store", "Closet World", "Closet Factory", and "Inspired Closets".
13. You may not use the Trademarks alongside or in conjunction with the following terms: "percent (%) off", "sale", or "coupons".
14. California Closets may, in its sole discretion, terminate this Agreement and your affiliation with California Closets or withhold payment of your Referral Fees for the days that we determine that you were bidding in violation of the keyword bidding requirements above.
15. The list below sets forth examples of impermissible keywords, "fat-finger" domains, and variations of Trademarks that you may not bid on. The list is for example purposes only and is not a complete list of prohibited words which infringe a Trademark, and therefore violate a term of this Agreement.

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We reserve the right in our sole discretion to modify these requirements at any time.