LG ESS SALES PROGRAM TERMS AND CONDITIONS

BY CLICKING “I AGREE” YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LG SALES PROGRAM AGREEMENT BETWEEN YOU AND LG ELECTRONICS U.S.A., INC. (“LGEUS”) WHICH WILL GOVERN YOUR RELATIONSHIP WITH LGEUS.

As used in these terms and conditions (“Terms”), “You” or “Your” shall mean the sales representative participating in the LG Sales Program, your entity, if any, employees, agents, business affiliates, and permitted successors and assigns.

1. Eligibility.
The LG Sales Program (“LG Program”) is open to the sales representatives distributing in the following categories: (LG Home 8 – RBA008K0A00, RA768K16A11, REA200AP0, LG Pro Sign up) (“Sales Rep”); and they must be enrolled and active on the vendor portal (“Portal”) (located at https://lg.distributorprograms.com), subject to verification by LG Electronics U.S.A., Inc. (“LGEUS”).

2. Program Focus.
The focus of the LG Program is to boost awareness of the LG Home 8 products and expand Home 8 sales. During the Promotion Period (defined below), You must accrue the most points from the sales of certain products (listed below) at your participating distributor to be eligible to win one (1) LG OLED TV and a soundbar package (“Grand Prize”). The first 50 participants with at least one (1) Home 8 sale during the Promotion, will be eligible to receive a set of LG Tones (“Prize”).

3. Process & Requirements.
To participate in the LG Program and be eligible to win, You must have an active account on the Portal (“Participants”). You acknowledge and agree that You meet the following eligibility criteria (“Criteria):

a. You have read, understand, and agree to be bound by the Terms.
b. You will sell one or more of the products listed below (“Products”).
c. Products distributors must receive product delivery no later than November 15, 2024.
d. Receipt of the Grand Prize or Prize is subject to LGEUS’ agreement that You are in compliance with these Terms.

For each of the Products sold from the list below, Participant will accrue the corresponding points. The Participant with the most accrued points at the end of the Promotion Period will be eligible to receive one (1) LG OLED TV and a soundbar package.

Regular updates and communications will be sent to Participants via email and posted on the Portal. For additional support and resources about the LG Program, please contact Your Local representative.

Product Points
LG ESS Home 8 (1 full system)-RBA008K0A00 2,000
RA768K16A11 – LG ESS Home 8 Energy Storage
System 1,000
REA200AP0 – LG ESS Home 8 Smart Energy Box 500
LG Pro Sign up 1,500

4. Term.
The term (“Promotion Period”) for LG Program commences August 15, 2024, and continues until October 31, 2024, unless sooner terminated in LGEUS’s discretion. The obligations related to Confidential Information will continue perpetually after the termination of LG Program.

5. Independent Contractor.
The relationship of the LG and You is that of independent contractors and nothing in this Agreement or otherwise will be deemed to create any other relationship, including employment, partnership, agency, joint venture or joint employer. Neither party to this Agreement will have any authority to bind the other to any obligation with any third party.

6. Intellectual Property.
All LG trade names, trademarks, logos, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, the “LG Intellectual Property”) is the property of LGEUS, and You and Your agents will not use such LG Intellectual Property except in the form provided to You through the LG Program, if any and solely for the purpose and in the manner specifically authorized by LGEUS. Unless and only to the extent explicitly authorized by LGEUS, You will not modify any LG Intellectual Property or use any modified or derivative version of any LG Intellectual Property.

7. Indemnity.
You will at all times defend, indemnify and hold harmless LGEUS (including, without limitation, all related and affiliated entities and their respective directors, officers, shareholders, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of applicable law committed by You, or Your agents; and/ or (ii) Your participation in the LG Program, and/ or Your breach of any obligation, representation or warranty set forth in the Terms. Your obligation to indemnify and defend LGEUS as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by LGEUS in connection with any such claim.

8. Limitation of Liability.
LGEUSUS WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF LGEUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Modification.
LGEUS may change the Terms in the future. Unless the Terms or applicable law specify/(ies) otherwise, we will give You thirty (30) days prior notice of any significant change to the Terms. If You find the change unacceptable, You have the right to terminate the Agreement. However, if You continue to receive the benefits of the Agreement after the end of the notice period of the change, You will be considered to have accepted the changes. You may not modify the Terms by making any typed, handwritten, or any other changes to them for any purpose.

10. Miscellaneous.
The Terms contain the entire agreement between the parties and supersede any prior verbal and/or written agreements or representations regarding said relationship. All disputes, claims or controversies arising out of or in any way relating to the Terms, shall be governed by, construed under, and enforced in accordance with the laws of the State of New Jersey, without regard to conflict of laws principles. The parties agree to resolve all disputes related to the Terms, to the fullest extent permitted by law, by final, binding and confidential arbitration in the State of New Jersey, conducted by JAMS, Inc. (“JAMS”) by a single neutral arbitrator. JAMS’ current streamlined arbitration rules are available at https://www.jamsadr.com/rules-streamlined-arbitration/. By agreeing to this arbitration procedure, You agree to waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding.