This POOL SERVICE PROFESSIONAL CUSTOMER LOYALTY REWARD PROGRAM AGREEMENT (“Agreement”) between HASA Inc. (“HASA”) and pool pro (“Pool Pro”) shall be effective as of the Enrollment Date listed at the bottom in this Agreement (the “Enrollment Date”).  

HASA desires to establish and maintain a Pool Pro customer loyalty reward program, as defined below, to encourage and reward Pool Pro patronage in a manner that is mutually beneficial to Pool Pro and HASA; and

Pool Pro agrees that upon enrolling as a Pool Pro customer loyalty reward program they become a Member (“Member”) and deemed to have therefore agreed to all the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.    DEFINITIONS

1. “Pool Pro” means an individual, partnership, limited liability company or a corporation that is legally formed, in good standing and primarily engaged in the business of swimming pool service, which includes, without limitation chlorination, general maintenance , repair and related services for other than school districts or other than governmentally owned or operated swimming pools and/ or spas or recreation centers.
2. "Program" means the Pool Pro customer loyalty reward program described in this Agreement. The parties agree that the Program may be changed, added-to or modified from time to time in the sole and absolute discretion of HASA.
3. "Rewards" means the points, credits, discounts, merchandise, swag, services, or other benefits that may be earned by the Member through the Member’s enrollment in the Program. The current List of Rewards, and threshold levels to attain access to the Rewards, is attached to this Agreement as Attachment 1.
4. "Program Materials" means any cards, documents, applications, websites, mobile applications, or other materials provided by HASA in connection with the Program.
5. "Program Account" means the account established by HASA to track and manage the Member’s participation in the Program, including the accrual and redemption of Rewards. Each Member shall only use one email address for communication to and from HASA.

2.      PROGRAM ENROLLMENT AND ELIGIBILITY

1. Enrollment. The Member shall enroll in the Program by completing the enrollment process established by HASA, which may include an application form, registering online, or other methods as determined by HASA in its sole and absolute discretion.
2. Eligibility. The Program is open to Pool Pros that are legally operating in the jurisdictions in which the Pool Pro does business (g. business license, if required, and operating in accordance with all legal requirements of each jurisdiction in which the Pool Pro operates and services its own customers). HASA reserves the right to determine eligibility for the Program and to refuse enrollment to any Pool Pro or suspend or remove any Member from the Program in its sole and absolute discretion.
3. Account Credentials and Activities. The Member is responsible for maintaining the confidentiality of any account credentials and for all activities that occur under the Program.
4. Program Materials. HASA may from time-to-time issue and release amended Program Materials to the Members. All Program Materials remain the property of HASA and must be returned to HASA upon request or upon termination of the Member's participation in the Program.
5. Eligible Products. The Member shall only be entitled to enroll in the Program for the purchase and use HASA swimming pool and spa chemical products and other HASA products in servicing the Member’s customers’ swimming pools and spas. The Member shall purchase these products from HASA’s channel partners whose names shall from time to time be provided to the Member. A current list of Participating Channel Partners is attached to this Agreement as Attachment 2. Provided however, the Member shall be entitled to opt out and withdraw from the Program, and its membership, and purchase products other than HASA swimming pool and spa chemical products upon giving HASA at least ninety (90) days prior written notice. If the Member withdraws from the Program, HASA shall redeem the Rewards in accordance with the then existing Reward levels and in accordance with then existing List of Rewards for the Program.

3.      REWARD ACCRUAL AND REDEMPTION

1. Reward Accrual. The Member shall earn Rewards through qualifying purchases or activities as determined by the Program then in effect. The rate at which Rewards are earned, the types of purchases or activities that qualify for Rewards, and any limitations or restrictions on Reward accrual shall be established by HASA and may be modified from time to time. The Member shall be notified of any changes in the Program by email.
2. Reward Calculation. Rewards will be calculated based on the pre-tax purchase amount, excluding sales tax, any California Mill Tax paid, case and bottle deposits, shipping, handling, delivery charges, and any other fees or charges, unless otherwise specified by HASA.
3. Reward Redemption. The Member may redeem accumulated Rewards for merchandise, services, discounts, or other benefits as determined by HASA. Currently, the Member must redeem its rewards within one (1) year of the accrual of the Rewards. If the Member fails to do so, then no further Rewards may be accrued until the Member redeems the accrued Rewards.
4. Redemption Procedures. To redeem Rewards, the Member must follow the redemption procedures established by HASA, which may include presenting providing legible receipts, account information, or other methods as determined by HASA.
5. No Cash Value. Rewards have no cash value and cannot be redeemed for cash, unless expressly permitted by HASA in its sole and absolute discretion.
6. Non-Transferability. Rewards are non-transferable and may not be sold, bartered, assigned, or otherwise transferred, except as expressly permitted by HASA in its sole and absolute discretion.

4.      EXPIRATION AND FORFEITURE OF REWARDS

1. Expiration. Accrued Rewards shall expire after a period of one (1) year of inactivity in the Member's Program Account, or as otherwise determined by HASA. HASA will provide notice of any expiration policy in the Program Materials or through other communication methods.
2. Forfeiture. The Member will forfeit all accumulated accrued Rewards upon termination of the Member's enrollment in the Program for any reason, including but not limited to voluntary withdrawal, death, dissolution of the business entity, or termination by HASA pursuant to Section 8 of this Agreement.
3. Suspension. HASA may suspend the Member's ability to earn or redeem Rewards during any investigation of suspected fraud, abuse, or violation of this Agreement or any attempt to unfairly “game” the Program in a bad faith manner not reasonably contemplated by the Program. If HASA determines, in its sole and absolute discretion, the Member has engaged in fraud, abuse, violation of the Agreement, or bad faith “gaming” of the Program, the Member shall be removed from the Program and forfeit its Rewards.

5.      CUSTOMER INFORMATION AND PRIVACY

1. Collection and Use of Information. HASA may collect and use information about the Member, including but not limited to name, contact information, purchase history, and Program participation (the “Member’s Information”), in accordance with HASA's Privacy Policy, which is incorporated herein by reference (the “HASA Privacy Policy”). The Member will permit HASA to communicate with the Participating Channel Partners the Member purchase HASA products from and shall facilitate and provide access to the Member’s purchase history from such Participating Channel Partners, including those listed by the Member in the accompanying Attachment 3
2. Consent to Communications. By enrolling in the Program, the Member consents to receive communications from HASA regarding the Program, including but not limited to notices, updates, and promotional materials, through email, mail, telephone, or other methods as determined by HASA.
3. Third-Party Disclosure. HASA may share the Member’s Information with third parties as necessary to administer the Program, process transactions, fulfill redemption requests, or as otherwise permitted by applicable law or the HASA Privacy Policy.

6.      PROGRAM MODIFICATIONS

1. Right to Modify. HASA reserves the right to modify, amend, or supplement this Agreement and the Program at any time in its sole discretion, including but not limited to changes in Reward accrual rates, redemption options, expiration policies, enrollment procedures, and participation requirements.
2. Notice of Modifications. HASA will provide notice of material modifications to the Program through the Program Materials, the Program website, email, or other communication methods as determined by HASA. The Member's continued enrollment in the Program following such notice constitutes acceptance of the modifications.
3. Program Termination. HASA reserves the right to terminate the Program at any time upon notice to the Member. In the event of Program termination, the Member will have ninety (90) calendar days from the date of notice to redeem any accumulated Rewards, after which all Rewards will be forfeited.
   
   

7.      DISCLAIMER OF WARRANTIES

1. AS-IS Basis. THE PROGRAM AND ALL PROGRAM MATERIALS ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY THAT THE PROGRAM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
2. Effectiveness of Disclaimer. The foregoing Disclaimer may not be effective in all jurisdictions and if it violates the law of any specific City, County or State of the United States, any such violation of law in that jurisdiction shall be deemed severed and removed and the remaining provisions of the Disclaimer shall remain as the lawful provisions of this Agreement.
3. Reward Availability. HASA does not guarantee the availability of specific Rewards or redemption options, which may be subject to change, limitation, or discontinuation at any time without notice.

8.      TERMINATION OF PARTICIPATION

1. Termination by Customer. The Member may terminate participation in the Program at any time by providing written notice to HASA. Upon termination, the Member will forfeit all accumulated Rewards that have been accrued more than one year from their accumulation.
2. Termination by Company. HASA may terminate the Member’s enrollment in the Program at any time, with or without cause, by providing written notice to the Member. Upon termination, the Member will forfeit all accumulated Rewards that have been accumulated more than one year from the Member’s enrollment in the Program.
3. Termination for Cause. HASA may immediately terminate the Member’s enrollment in the Program for cause, including but not limited to fraud, abuse, violation of this Agreement, or violation of applicable law. Upon termination for cause, the Member will forfeit all accumulated Rewards.
   
   
   

9.      LIMITATION OF LIABILITY

1. LIMITATION OF DAMAGES. IN NO EVENT SHALL HASA, ITS AFFILIATES, PARENT COMPANY OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE MEMBER’S ENROLLMENT OR REMOVAL FROM THE PROGRAM, EVEN IF HASA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. MAXIMUM LIABILITY. HASA’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE MEMBER’S ENROLLMENT IN THE PROGRAM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF REWARDS ACCRUED IN THE MEMBER'S PROGRAM ACCOUNT AT THE TIME THE CLAIM AROSE.

10.   INDEMNIFICATION

1. The Member agrees to indemnify, defend, and hold harmless HASA, its parent company, and affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or related to the Member's enrollment in the Program, violation of this Agreement, or violation of any rights of another party.

11.   DISPUTE RESOLUTION

1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provisions.
2. Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Member’s enrollment in the Program shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in California and the arbitration award shall be final and binding on the parties.
3. Waiver of Class Actions. The Member agrees to resolve any disputes with HASA on an individual basis and waives any right to pursue any claims on a class or consolidated basis or in a representative capacity.

12.   MISCELLANEOUS

1. Assignment. The Member may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of HASA.
2. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, in any jurisdiction, the remaining provisions shall continue in full force and effect.
3. No Waiver. The failure of HASA to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.
4. Force Majeure. HASA shall not be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, or shortages of transportation facilities, fuel, energy, labor, or materials.
5. Entire Agreement. This Agreement, together with the Program Materials and the HASA Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
6. Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), or sent by a nationally recognized overnight courier service to the addresses set forth below:

If to HASA:       

         25152 Springfield Court, Suite 300

         Valencia, CA 91355

         Attention: Jarred Morgan

          Vice-President Pro Sales & Ancillary Products

                             jarredmorgan@hasa.com

The address provided by the Member during enrollment or as subsequently updated Member shall be updated in the Member’s Program Account.

1. Member Acknowledgement. By enrolling in the Program, the Member acknowledges that they have read, understood, and agreed to be bound by the terms and conditions of this Agreement.

1. Survival. The provisions of this Agreement shall survive the termination of this Agreement.