This Referral Programs Terms & Conditions (the “Referral Terms”) is a legally binding contract between Cleared to Drive Services LLC., a New York limited liability company, (“Cleared to Drive”, “We” or “Us”) and you (“You”), regarding your eligibility and use of our referral program (the “Referral Program”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY PARTICIPATING IN THE REFERRAL PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING REFERRAL TERMS, INCLUDING THE CLEARED TO DRIVE PRIVACY POLICY. If you are not eligible, or do not agree to the Referral Terms, then you do not have our permission to use or participate in the Referral Program.

TERMS AND CONDITIONS AND PRIVACY POLICY

Your use of the Cleared to Drive website and participation in the Program are also subject to the Cleared to Drive Terms and Conditions and Privacy Policy.

ARBITRATION

The Terms and Conditions provide that all disputes between you and Cleared to Drive will be resolved by BINDING ARBITRATION, to the fullest extent permitted under applicable law. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court, to the fullest extent permitted under applicable law. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action, to the fullest extent permitted under applicable law. Please review the Arbitration Section in our Terms and Conditions for the details regarding your agreement to arbitrate any disputes with Cleared to Drive.

1.REFERRAL PROGRAM

You can opt in to our Referral Program. Prior to signing up, you will have to acknowledge your acceptance to these Referral Program Terms. When someone you refer provides a discount code during payment, it will be reviewed by Cleared to Drive and, if approved, you will be identified for a referral payment.

As part of the Referral program, you will receive coupon cards that have a unique coupon code (“Coupon Code”), each of which will identify any purchases that have been referred by you. When a Qualifying Purchase (as defined below) has been made through your Referral Link or Coupon Code, as applicable, you will receive a fee for such sale (the “Program Fees”). The use of the Referral Link or Coupon Code will be valid for a period of sixty (60) days or, if an expiration date is provided on the coupon card with the Coupon Code, until the date stated on the coupon card.

You must ensure that any information provided by you, including, without limitation, business name, email address, other contact information, and identification of your website, is at all times complete, accurate, and up to date. We may send notifications (if any), approvals (if any), and other communications relating to the Referral Program to the email or mailing address then-currently associated with your Referral program information. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address with you is no longer current.

2.ELIGIBILITY

Both individuals and businesses may apply to the Referral Program. Individuals must be over eighteen (18) years old and be able to enter into a contract in the United States.

Your company will not be eligible for inclusion in the Referral Program if we deem the website or its business unsuitable. Unsuitable business includes those that:

(a) promote or contain sexually explicit or obscene materials,

(b) promote violence or contain violent materials,

(c) promote or contain false, deceptive, libelous or defamatory materials,

(d) promote or contain materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age),

(e) promote or undertake illegal activities,

(f) are directed toward children or knowingly collect, use, or disclose personal information from children under 13 years of age or other applicable age threshold (as defined by applicable laws and regulations); or violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority related to child protection; or

(g) otherwise violate any intellectual property rights.

We will determine suitability at our sole discretion.

3.QUALIFYING PURCHASES

You will receive a commission fee from the Qualifying Revenue (as defined below) of the Qualifying Purchase. Under these Referral Terms a “Qualifying Purchase” occurs when: (a) a customer clicks through a Referral Link on your website to Cleared to Drive’s website (the “Website”) or uses your Coupon Code when making a purchase; and (b) the customer purchases an Eligible Product (as defined below) by booking an appointment for Eligible Services and completing the order for that Product no later than sixty (60) days after their initial click-through of the Referral Link; and (c) the Product is purchased by and paid for by the customer.

For each Qualifying Purchase, the corresponding “Qualifying Revenue” is equal to the amount we actually receive from that Qualifying Purchase, less any taxes, service charges, credits, rebates, or credit card processing fees. “Eligible Services” shall mean the purchase of an online visual acuity test through the Cleared to Drive website.

4.DISQUALIFYING PURCHASES

Notwithstanding the foregoing, Qualifying Purchases are disqualified whenever they occur in connection with a violation of this Referral Terms or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Referral Terms, the Terms and Conditions and our Privacy Policy (collectively, the “Cleared to Drive Terms”).

Further, the following purchases that would otherwise be Qualified Purchases are disqualified and excluded from the Referral Program:

(a) any product order where a cancellation, return, or refund has been initiated; (b) any product purchased by a customer who is referred to the Cleared to Drive website by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network); (c) any product purchased by a customer, where such customer does not comply with the terms and conditions applicable to the website; (d) any product purchase that is not correctly tracked or reported because the Referral Link is not properly formatted or the Coupon Code provided is incorrect.

5.PROGRAM FEE REPORTING AND PAYMENTS

We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking of Program Fees earned by you during that month. We will pay Program Fees in the US currency approximately thirty (30) days following the end of each calendar month in which they were earned by the method described below that you have selected:

(a) Payment via Check. Cleared to Drive will mail a check to the mailing address you provided made to the business name associated with the applicable referral codes. We reserve the right to hold fees until the total amount due to you reaches a certain minimum amount determined by Cleared to Drive.

(b) Payment by Direct Deposit. If you choose this option, we will directly deposit the fees you earn into the bank account you designate once you have provided us with the name of your bank, the account number, the name of the primary account holder as it appears on the account, and other requested identifying information (such as the ABA, IBAN or BIC number, if applicable). We reserve the right to hold fees until the total amount due to you reaches certain minimum amount determined by Cleared to Drive.

If you do not select or maintain valid information for a payment option, we may at our discretion pay you through another payment option or hold earned fees until you make your selection or provide such information.

Payments made to you, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement. If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under these Referral Terms.

6.PROMOTIONAL LIMITATIONS

You will not engage in any promotional, marketing, or other advertising activities on behalf of us or our Referrals, or in connection with Cleared to Drive or the Referrals Program, that are not expressly permitted under the Referrals. You will not engage in any promotional, marketing, or other advertising activities in any offline manner, including by using any of our or our Referrals’ trademarks or logos any content associated with the Referral program (the “Program Content”) or any Referral Link or Coupon Code in connection with email, offline promotion or in any offline manner (e.g., in any printed material, mailing, or attachment to email, or other document, or any oral solicitation).

7.USE OF REFERRAL PROGRAM

You will be solely responsible for the content or representations you make to other third parties and shall ensure that:

(a) You will not add to, delete from, or otherwise alter any Program Content in any way, including by adding additional information;

(b) You will not sell, resell, redistribute, sublicense, or transfer any Program Content;

(c) You will promptly remove and delete or otherwise destroy any Program Content that is no longer displayed on the Cleared to Drive website or that we notify you is no longer available for your use;

(d) You will not use any Program Content, including any name or likeness embodied in that Program 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, party, or cause (including by placing unrelated third-party materials in close proximity to Program Content);

(e) You will not offer any person or entity any consideration, reward, or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Referral Links or Coupon Codes. For example, you cannot implement any “rewards” or loyalty program that incentivizes persons or entities to make purchases via your Referral Link or Coupon Code;

(f) You will not intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity;

(g) You will not take any action that could reasonably cause any customer confusion as to our relationship with you;

(h) You will not make any representation or statement or take any action that implies that Cleared to Drive is a governmental entity or agency;

(i) You will not include on your website, display, or otherwise use Referral Links, Coupon Codes, or Program 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 device;

(j) You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert fees from, any site that participates in the Referral Program;

(k) You will not artificially generate clicks or impressions on your website or create session on the Cleared to Drive website, whether by way of a robot or software program or otherwise; and

(l) You will not use a link shortening service, button, hyperlink or other ad placement in a manner that makes it unclear that you are linking to the Cleared to Drive website.

Upon our request, you will provide us with written certification that you have complied with the Cleared to Drive Terms. Any failure to provide the certification in accordance with our request will constitute a material breach of the Agreement.

8.TERMINATION

We reserve the right to refuse registration, to suspend, block, prevent access to, cancel, or otherwise terminate your right to participate in the Referral Program at any time, with or without cause, in our sole discretion. We may refuse to accept or may cancel any registration, whether or not the registration has been confirmed, for any or no reason, and without liability to you or anyone else. We also reserve the right to limit or prohibit all activity, including Referral Program members that, in our sole judgment, appear to be malicious or unlawful. All provisions of these Referral Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9.CHANGES TO TERMS

We reserve the right, in our sole discretion, to change these Referral Terms under which the Referral Program is offered. The most current version of the Referral Terms will supersede all previous versions. We encourage you to periodically review the Terms to stay informed of our updates. We may alter or amend our Referral Terms by giving you reasonable notice. By continuing to use the Referral Program after expiry of the notice period or accepting the amended Referral Terms (as we may decide at our sole discretion), you will be deemed to have accepted any amendment to these Referral Terms.

10.CONTACT US

We welcome your questions or comments regarding the Referral Program and these terms by email at partnerships@clearedtodrive.com.