KLEVERNESS, INC.

TERMS OF SERVICE

Effective: August 5, 2019

Kleverness, Inc., a Delaware corporation (“Kleverness,” “we,” “our,” or “us”) provides: (i) the websites owned and operated by Kleverness, Inc., a Delaware , including the www.kleverness.com website and domains (the “Site”), (ii) the Kleverness proprietary iOS and Android mobile software applications and online web application (collectively, the “Applications”), (iii) the Kleverness proprietary smart lighting products (the “Products”), and any underlying technology of the Products and any software and/or firmware included or embedded in the Product (collectively, the “Technology”); and (iv) any services that we provide in connection with the Products and Applications (the “Services”). When we refer to the “Kleverness System” throughout these Terms, we mean the Kleverness smart lighting system, comprised of the Applications, Products, Technology and/or Services.

The term “you” or “your,” as used in these Terms, means any person or entity who accesses or uses the Kleverness System and any person or entity who creates a User Account (as defined in Section 4.1 below) and accepts these Terms, including Administrators and Authorized Users (as each term is defined in Section 4.2 below).

IMPORTANT — PLEASE READ THESE TERMS OF SERVICE (the “Terms”) carefully. These Terms set forth the legally binding terms and conditions between you and Kleverness governing your use of the site and/or Kleverness system. By using or accessing the site and/or Kleverness system in any manner, including, but not limited to, visiting or browsing the Site, purchasing the Products, or downloading or installing the Applications: (i) YOU acknowledge that you have read, understand, and agree to be bound by these Terms, including Kleverness’ Privacy Notice (the “Privacy notice”); (ii) YOU represent that you are eligible to enter into these Terms pursuant to the eligibility requirements set forth below in Section 1; and (iII) YOU agree that you are entering into these Terms (including all of the terms and conditions specified or referenced below, including the Privacy Notice) with Kleverness Incorporated.

PLEASE NOTE, THESE TERMS ALSO CONTAIN AN AGREEMENT TO ARBITRATE WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AS SET FORTH, AND SUBJECT TO, SECTION 19. IN ADDITION, Please be advised that Kleverness does not provide warranties for the site and/or Kleverness system (except as otherwise expressly stated), and these Terms limit our liability to you. Please see Sections 12, 13, and 16 for further information. YOU MAY NOT USE THE SITE, purchase the products, OR access or use THE KLEVERNESS SYSTEM IF YOU DO NOT AGREE TO THESE TERMS.

1. You must be 18 years old or the age of majority in your jurisdiction, and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, in order to make a purchase on the Site and to act as an Administrator of a User Account for the Kleverness System. By purchasing the Products or Services and/or creating and/or acting as an Administrator with respect to the use of the Kleverness System, you affirm that you are over the age of 18 and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. If you are an Authorized User, you represent and warrant that you are 16 years of age or older, and if you are between the age of 16 and the age of majority in the jurisdiction where you reside, that you will only use the Site and/or Kleverness System under the supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf. Any use or access to the Kleverness System by individuals under the age of 16 is strictly prohibited and is a violation of these Terms.
2. ADDITIONAL TERMS; MODIFICATIONS TO THESE TERMS
   • Additional Terms. When using particular services or materials through or in connection with the Site and/or Kleverness System, you shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions or other operating rules, policies and procedures in addition to those in the terms (“Additional Terms”). All such Additional Terms are hereby incorporated by reference into these Terms. In the event of any conflict with these Terms and the Additional Terms, the Additional Terms shall control solely with respect to the subject matter covered by such Additional Terms.
   • Modifications to these Terms. These Terms will remain in full effect for the time that you continue to use or access the Site and/or Kleverness System or any part thereof or until terminated in accordance with the provisions of these Terms. Kleverness reserves the right to update or modify these Terms, the Privacy Policy, and any Additional Terms at any time. All updates and modifications to these documents will be effective from the day they are posted online (except as otherwise stated in this Section 2.2). If we make any material changes to these Terms, the Privacy Policy (including, without limitation, in the way that we collect, store, or use data), or the Additional Terms, we will notify you of these changes by sending a notification to the email address we have on file for your User Account, or, if we do not have an email address on file, by posting a notice of the changes on the Site and through the user interface of the Application. It is your responsibility to regularly visit and review these Terms, the Privacy Policy, and any Additional Terms. If you do not agree to any updates or modifications to these Terms, the Privacy Policy, or Additional Terms, simply do not use or access the Site and Kleverness System and terminate your User Account. Your continued use of the Site and/or Kleverness after we have posted the Terms, the Privacy Policy, or Additional Terms, or, in the event of material changes, ten (10) days following the date Kleverness first notified you of such material changes either through email or the date we posted the notice of such changes on the Site, signifies to us that you acknowledge and agree to be bound by the revises Terms, Privacy Policy, and/or Additional Terms, as applicable.
3. Term; Termination. These Terms will remain in full force and effect as long as you continue to access or use the Site and/or Kleverness System (or any part thereof), or until terminated in accordance with the provisions of these Terms. At any time, Kleverness may (i) suspend or terminate your rights to access or use the Site and/or Kleverness System (or any part thereof), or (ii) terminate these Terms with respect to you if Kleverness, in good faith, believes that you have used the Site or Kleverness System (or any part thereof) in violation of these Terms, including any incorporated guidelines, terms or rules. If you transfer a Product to a new owner, your right to use the Kleverness System with respect to that Product automatically terminates and the new owner will have no right to use the Kleverness System or the Product under your User Account (as described below) and will need to register for a separate User Account with Kleverness and accept these Terms. Upon termination of these Terms, your User Account and your right to use the Kleverness System will automatically terminate.
4. USER ACCOUNTS; ADMINISTRATORS & AUTHORIZED USERS
   • User Accounts. In order to access and use certain features of the Site and/or Kleverness System you must create and register a user account (“User Account”). In registering a User Account, you agree to provide and maintain up to date information that is true, accurate, current, up to date, and complete. You agree that you will not (i) create a User Account using a false identity or information, (ii) create a User Account or use the Site and/or Kleverness System if you have been previously removed or banned by us from use of the Site or Kleverness System, or any part thereof. You understand and agree that you are solely responsible for maintaining the confidentiality of and protecting your password to your User Account. You are solely responsible for any activity originating from your User Account, regardless of whether such activity is authorized by you. You agree to notify us immediately of any unauthorized use of your User Account. Kleverness reserves the right to limit the number of User Accounts that can be created from a computer or mobile device and the number of computer or mobile devices that can access an individual User Account.
   • Administrators; Inviting Authorized Users. The individual who creates a User Account for the Products purchased by such individual is the owner and administrator of the Products and Services associated with that User Account (the “Administrator”). An Administrator may authorize individuals to access and use an Administrator’s Products and Services (“Authorized Users”) by sending an invite to such Authorized User through the Application. In addition, an Administration may set certain permissions and access rights to each Authorized User (“Permissions”), and if you are an Administrator, you acknowledge and agree that you are solely responsible and liable for the Permissions granted to your Authorized Users. If you are an Administrator, you further represent and warrant that each Authorized User invited is eligible to access and use the Kleverness System pursuant to Section 1, and any invitations sent through the Applications will comply with all applicable laws, rules and regulations. If you are an Administrator, you acknowledge and agree that depending on the Permissions granted to an Authorized User, such Authorized User may subsequently invite or enable other Authorized Users with the same access and ability to use your Products and Services set forth in Section 4.3 below, and such additional Authorized User will be deemed an Authorized User of your User Account. As a result, if you are an Administrator, you should only authorize those individuals whom you trust to access your User Account and the Kleverness System.
   • Authorized Users – Permissions. Depending on the Permissions you grant to an, Authorized Users may have the ability to use the Services and monitor and control the Products (for example, an Authorized User can change your lighting schedule or turn your appliances on and off). Authorized Users may also have the ability to view information (including personal information) and content across all of an Administrator’s Products, Services and any Third Party Products and Services (defined below in Section 10) that are connected to the Administrator’s User Account (for example, an Authorized User may receive mobile alerts regarding certain Products and/or usage of the Products and/or Services). Authorized Users are responsible for their own actions in connection with the Products and Services, but the Administrator also hereby agrees to be fully responsible for all actions taken by Authorized Users relating to the Administrator’s Products, Services and User Account. If you are an Administrator who invites or enables an Authorized User, you acknowledge and agree that said Authorized User may subsequently invite or enable other Authorized Users with the same access and ability to use your Products and Services set out above, depending on the applicable Permissions you grant to such Authorized User, and such additional Authorized User will be deemed an Authorized User of you as the Administrator. As a result, if you are an Administrator, you should only authorize those individuals whom you trust to access your User Account, Products and Services, and you further acknowledge and agree that you are solely responsible and liable for inviting Authorized Users and the Permissions you grant to such Authorized Users.
5. Access AND USE OF THE SITE AND KLEVERNESS SYSTEM
   • Access to the Site and Kleverness System. Subject to your compliance with these Terms, Kleverness hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited right to: (i) access and use the Site, solely for your non-commercial purposes; (ii) install, execute and use the Applications, in object code only, accessing, monitoring and controlling the Products installed at any property that you own or rent from your own mobile or other computer devices; and (iii) if you have purchased the Products, execute and use the Technology solely to the extent included or embedded (as applicable) with or into the Product purchased by you, and in accordance with any usage limitations provided by Kleverness for the Products. You are solely responsible for restricting access to such computer and/or mobile devices that can monitor and control the Products installed at your property. You acknowledge and agree that in order to use the Applications, you must have a compatible mobile device. You are solely responsible for determining whether or not a mobile device is or is not compatible with the Applications and Kleverness makes no representations or warranties whatsoever regarding the Applications and compatibility with any computer or mobile device. You further acknowledge and agree that you are solely responsible for any fees or charges incurred from use of the Applications through mobile devices, including, without limitation, any mobile phone provider charges for SMS, text, or data usage or services.
   • Restrictions. The Kleverness System embodies, contains, and constitutes valuable trade secrets of Kleverness. Accordingly, you agree that you will not, and it will not permit any third party to: (i) modify, adapt, translate or create derivative works based on the Kleverness System (or any part thereof), or any related documentation; or (ii) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Applications, Technology or Products, except as expressly permitted by applicable law; or (iii) distribute, license, sublicense, assign, transfer or otherwise make available to any third party the Applications, Products, Technology or related documentation, or any related documentation. You agree not to remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Kleverness or its suppliers on or within the Site, Applications, Products, Technology or related documentation.
   • Prohibited Use. Without limiting the restrictions set forth in Section 5.2 above, you agree that you will not, and it will not permit any third party to: (i) use the Kleverness System or Site to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (ii) interfere with or disrupt the integrity or performance of the Kleverness System, Applications, Technology, Site or any system, network or data; (iii) attempt to gain unauthorized access to the Site, Applications, Technology or its related systems or networks; (iv) frame or utilize framing techniques to enclose the Site or Applications or any portion thereof; (v) use any meta tags, “hidden text”, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Site, Applications or Technology, content (except caching or as necessary to view the Site), or the personal information of others without our prior written permission or authorization; (vi) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity; or (vii) violate any applicable local, state, national or international law in your use of the Site and/or Kleverness System.
   • Changes and Modifications. Kleverness reserves the rights to either temporarily or permanently modify, suspend or discontinue the Site and/or Kleverness System (or any part thereof) with or without notice. You agree that Kleverness will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site and/or Kleverness Service (or any part thereof).
6. ELECTRONIC COMMUNICATIONS. By using the Site and/or Kleverness System, you consent to receiving electronic communications from Kleverness. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to your use of the Site and/or Kleverness System. These electronic communications are part of your relationship with Kleverness and you receive them as part of your purchase. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
7. User Data and Privacy.You understand and agree that Kleverness may collect data and information, which may include personally identifiable information (“User Data”) in connection with your use of the Site and Kleverness System. Any personally identifiable information provided or collected through or in connection with the Site and Kleverness System shall only be used in accordance with these Terms and the Privacy Notice. By using the Site and/or Kleverness System and providing User Data you grant to Kleverness a non-exclusive, royalty-free, fully-paid, worldwide license, under all of your intellectual property and proprietary rights, to any and all User Data reasonably necessary for Kleverness to provide you the Site and Kleverness System hereunder. You represent and warrant that you have all the rights necessary to grant the Kleverness the licenses granted herein in and to you User Data. Notwithstanding the foregoing, you acknowledge and agree that Kleverness may use and exploit any aggregated non-personally identifiable data or information collected or obtained from your use of the Site and/or Kleverness System for any purpose.
8. PURCHASE AND PAYMENT TERMS FOR THE PRODUCTS
   • Transactions. When you purchase Products and/or Services through the Site (each such purchase, a “Transaction“), you will be asked to supply certain information relevant to your Transaction including, without limitation, your credit card number, the expiration date of your credit card (and CCV#), your billing address, and your shipping information. You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) utilized in connection with any Transaction. By submitting such information, you grant Kleverness the right to provide such information to our third party service providers for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
   • Orders. You agree that by placing an order on the Site, you are entering into a binding contract with Kleverness and agree to pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your Transactions. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any item purchased from the Site. By placing an order, you represent that the Products and Services ordered will be used only in a lawful manner.
   • Order Acceptance; Cancellation. We reserve the right to accept or reject any order in our own discretion. We will only accept or reject an order in its entirety. Should we elect to accept your offer, you will receive a confirming email at the email address that you provide at such time. Notwithstanding, we reserve the right to cancel any order once accepted by us (as evidenced by a confirming email) at any time in our sole discretion. Additionally, you have the option of cancelling your order (in its entirety only) at any time prior to our having sent to you the confirming email referenced herein. Without limiting the foregoing, Kleverness reserves the right, with or without prior notice, to do any one or more of the following: (i) limit the available quantity of or discontinue any Product; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar any user from making or completing any or all Transaction(s); and (iv) refuse to provide any user with any Product or Service.
   • Delivery; Returns. Products purchased from the Site will be shipped by a third party carrier to the shipping address provided by you in connection with the applicable Transaction. As a result, title and risk of loss for such merchandise will pass to you upon our delivery to (or pick up by) the carrier. Please review our Return Policy for orders placed through the Site for Products.
   • Payment Terms. If you have purchased Products through the Site, you shall pay to Kleverness the fees specified in the electronic or written purchase order submitted by you to Kleverness for such Products, in accordance with the payment terms specified therein. Except as expressly provided otherwise, fees are non-refundable and non-returnable. The fees are exclusive of all applicable sales, use, value-added and other taxes, or other similar charges, and you will be responsible for payment of all such taxes (other than taxes based on Kleverness’ income), and any related penalties and interest, arising from the payment of the fees, the delivery of the Products, Technology, Applications, or Services, or performance of any services by Kleverness.
9. Ownership; Feedback
   • Ownership. Kleverness and/or its licensors and suppliers, as applicable, retain all right, title, and interest in and to the Site, Applications, Services, Technology, and any other materials (including related product and/or software documentation) or services provided by Kleverness, and all aspects thereof, including all patents, copyrights, trade secrets, and other intellectual property rights incorporated therein. Kleverness and its licensors and suppliers reserve all rights and licenses not expressly granted to you and no implied licenses or rights are granted by Kleverness. The Technology and Applications are not sold or transferred to you, and Kleverness and its licensors retain ownership of all copies of the Applications even after installation on your personal computers, mobile handsets, tablets, wearable devices, speakers and/or other devices.
   • Feedback. You acknowledge that any ideas, inventions, suggestions for improvement or discussions submitted by you regarding any aspect of the Site and/or Kleverness System, including, without limitation, the functioning, features, and other characteristics thereof (or any component thereof) (“Feedback”) that are not already subject to third party intellectual property rights may be used by Kleverness or any other user of the Service without compensation or attribution, and you hereby grant Kleverness, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all intellectual property rights in the Feedback for any purpose.
10. Third Party Links and Websites. The Site and/or Applications may contain links to, or otherwise may allow you to purchase and/or connect to and use certain third party products, services or software under separate terms and conditions (collectively, “Third Party Products and Services”). For example, we may make links available to third party providers of light bulb products that work with the Kleverness System, or you may be able to connect your IoT devices with the Kleverness System. If you decide to access and use such Third Party Products and Services, be advised that your use is governed solely by the terms and conditions of such Third Party Products and Services, and Kleverness does not endorse, is not responsible for, and make no representations as to such Third Party Products and Services, their content or the manner in which they handle your data. Kleverness is not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Third Party Products and Services, or your reliance on the privacy practices or other policies of such Third Party Products and Services.
11. Indemnification.You agree to indemnify and hold harmless Kleverness, its subsidiaries, affiliates, partners and suppliers and each of their respective officers, directors, employees, shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ and professionals’ fees and litigation costs) that arise out of any violation of these Terms of Service by you.
12. LIMITED WARRANTY; DISCLAIMER
    • Limited Warranty. THE WARRANTIES FOR any PRODUCT purchased by you is governed and set forth in the limited warranty provided with that Product (“Limited Warranty”).
    • DISCLAIMERS
      • EXCEPT FOR THE LIMITED WARRANTY described in section 12.1, THE site AND KLEVERNESS SYSTEM (AND ANY PART THEREOF), AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY Kleverness, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. Kleverness AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT.
      • Kleverness AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE, KLEVERNESS SYSTEM (OR ANY PART THEREOF), OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY Kleverness OR CONTENT MADE AVAILABLE THROUGH THE SITE AND/OR KLEVERNESS SYSTEM: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY PRODUCTS OR SERVICES; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KLEVERNESS, ANY THIRD PARTY, OR THOUGH THE KLEVERNESS SYSTEM, SHALL CREATE ANY WARRANTY.
      • THE KLEVERNESS SYSTEM MAY PROVIDE YOU INFORMATION (“PRODUCT INFORMATION”) REGARDING YOUR PRODUCTS AND/OR YOUR LIGHTBULBS, APPLIANCES, AND/OR ANY OTHER THIRD PARTY PRODUCTS, SERVICES OR APPLICATIONS CONNECTED TO YOUR PRODUCTS (COLLECTIVELY, “CONNECTED PRODUCTS”). THE TYPE OF CONNECTED PRODUCTS THAT MAY BE CONNECTED TO YOUR PRODUCT MAY CHANGE FROM TIME TO TIME. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL PRODUCT INFORMATION IS PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE,” AND KLEVERNESS DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT PRODUCT INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE.
      • Kleverness is not liable for any interruptions to internet connectivity, Wi-Fi connectivity or availability OR UNAVAILABILITY of services OR PRODUCTS OR TECHNOLOGY offered through third parties. Kleverness will not be responsible for any problems or liability arising from the use of third party software or hardware in relation to the site or Kleverness system. THE products are NOT FAULT-TOLERANT AND are NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, DIRECT LIFE-SUPPORT MACHINES OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE PRODUCTS COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, “HIGH RISK ACTIVITIES”). kleverness EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY AND ANY OTHER LIABILITY FOR HIGH RISK ACTIVITIES; and
      • KLEVERNESS DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY SERVICES OR PRODUCTS ADVERTISED OR OFFERED THROUGH, OR IN CONNECTION WITH, THE PRODUCTS OR SERVICES (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY PRODUCTS AND SERVICES CONNECTED TO THE PRODUCTS), OR ANY HYPERLINKED WEBSITE OR SERVICE, AND KLEVERNESS WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.

13. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT SHALL Kleverness BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE site and/or the kleverness system (or any part thereof), and/or ANY OTHER MATERIALS OR SERVICES PROVIDED BY Kleverness, EVEN IF Kleverness HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY AND SOLELY FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE ON THE PART OF Kleverness, AND (II) IN NO EVENT SHALL Kleverness’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE site and/or the kleverness system (or any part thereof), and/or ANY OTHER MATERIALS OR SERVICES PROVIDED BY Kleverness EXCEED (A) THE FEES PAID TO Kleverness BY YOU HEREUNDER WITH RESPECT TO THE APPLICABLE Kleverness PRODUCT PURCHASED BY YOU GIVING RISE TO THE CLAIM OR LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100.00), IF YOU HAVE PAID NO FEES TO Kleverness HEREUNDER. KLEVERNESS DISCLAIMS ALL LIABILITY OF ANY KIND OF KLEVERNESS’ LICENSORS AND SUPPLIERS.
14. Application of Limitations and Disclaimers to Consumers. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth in Sections 12 and 13 above may not apply to you if you are a consumer. The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to you as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located.
15. Basis of the Bargain. The warranty disclaimer and limitation of liability set forth above in Section 12 and 13 are fundamental elements of the basis of the agreement between Kleverness and you. Kleverness would not be able to provide the Site or Kleverness System on an economic basis without such limitations.The warranty disclaimer and limitation of liability inure to the benefit of Kleverness’ suppliers.
16. EXCLUSIONS. Notwithstanding anything in these Terms to the contrary, Kleverness will have no responsibility or liability of any kind under these Terms or otherwise, arising or resulting from: (i) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by Kleverness; (ii) nonconformities resulting from your, or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of the Site and/or Kleverness System, or other services provided hereunder by Kleverness; (iii) modification, amendment, revision, or change to the Site and/or Kleverness System, or any part thereof, by any person other than Kleverness; or (iv) any other factor outside of Kleverness’ reasonable control.
17. Availability of the Services.Information describing the Site and Kleverness System is accessible worldwide but this does not mean the Site and/or Kleverness System, or certain portions thereof, are available in your country. Kleverness may restrict access to the Site and/or Kleverness System, or portions thereof, in certain countries in its sole discretion. It is your responsibility to make sure your use of the Site and Kleverness System is legal in your country of residence. The Site and/or Kleverness System may not be available or accessible in all languages. If at Kleverness’ reasonable determination, you use the Site and/or Kleverness System or any other material or services provided by Kleverness to you in a manner that violates laws, creates an excessive burden or potential adverse impact on Kleverness’ systems, in addition to any of its other rights or remedies, Kleverness may, without liability to Kleverness, immediately suspend or terminate your access to the Site and/or Kleverness System.
18. Export Control. You may not use or otherwise export or re-export the Applications, Products or Technology (or any aspect of the foregoing) except as authorized by United States law and the laws of the jurisdiction in which the Applications, Products and Technology was obtained. In particular, but without limitation, the Applications, Products and Technology may not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Site and/or Kleverness System, you represent and warrant that you are not located in any such country or on any such list.
19. Governing Law and Dispute Resolution
    • Governing Law. These Terms will be governed by the laws of the State of California, United States of America without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms, including, without limitation, application to the Applications, Technology, or any software and services provided hereunder. Furthermore, these Terms (including without limitation, the Applications, Technology and any software and services provided hereunder) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
    • Disputes. Except as otherwise set forth in these Terms, you agree that any dispute between you and Kleverness arising out of or relating to these Terms, the Site, Kleverness System (or any part thereof), or any other Kleverness products or services (collectively, “Disputes”) shall be governed by the provisions set forth in this Section.
    • Informal Resolution. Before resorting to formal dispute resolution in accordance with this Section, you agree to first contact us directly at hello@kleverness.com to seek an informal resolution to any Dispute. In the event a Dispute is not resolved within thirty (30) days after submission, you or Kleverness may institute arbitration in accordance with the procedures set forth in this Section.
    • Dispute Resolution. Any and all Disputes that cannot be resolved through informal resolution in accordance with Section 19.3 above shall be resolved exclusively through final, binding and confidential arbitration and shall take place in San Francisco, California unless otherwise mutually agreed to by the parties. The arbitration shall be conducted under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (AAA) as such rules are then prevailing, provided that the arbitrator and the parties shall comply with the following: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.
    • Opting-Out of Arbitration. You may opt-out of THE agreement to arbitrate by providing Kleverness written notice within thirty (30) days of first accepting these Terms. Your notice must include: (i) your full name (first and last); (ii) the email address you used to register your USER account or purchase the products; and (iii) a clear statement that you decline this agreement to arbitrate.
    • Exception to Arbitration.Notwithstanding anything in these Terms to the contrary to the extent you have in any manner violated or threatened to violate any of Kleverness’ intellectual property rights, Kleverness may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and you hereby consent to the personal jurisdiction and exclusive venue in such courts.
    • No Class Actions. You may only resolve Disputes with Kleverness on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed under these terms.
    • Venue. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Kleverness agree that any judicial proceeding will be brought in the federal or state courts of San Francisco, California. Both you and Kleverness consent to venue and personal jurisdiction there.
    • Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Site and/or Kleverness System must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.
20. THIRD PARTY RIGHTS
    • Third Party Rights. You acknowledge and agree that certain distributors (such as app store providers) are intended beneficiaries of These Terms and have the right to enforce these Terms directly against you. Other than as set out in this Section 20, these Terms are not intended to grant rights to anyone except you and Kleverness, and in no event shall these Terms create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of these Terms are not subject to the consent of any other person.
    • Kleverness iOS Applications. The following additional terms and conditions apply with respect to any Applications provided or made available to you by Kleverness, designed for use on an Apple iOS-powered mobile device (an “iOS App”): you acknowledge that these Terms are between you and Kleverness only, and not with Apple, Inc. (“Apple”). Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service. Kleverness, and not Apple, are solely responsible for the iOS App and related content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App. You agree that Kleverness, and not Apple, is responsible for addressing any claims by you relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to Kleverness as provider of the iOS App. You agree that Kleverness, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App. You represent and warrant that you: (a) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable third-party terms of agreement when using the iOS App (e.g., you must not be in violation of its wireless data service terms of agreement when using the iOS App). The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as it relates to the license granted herein to you to use the iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to the license granted herein to you to use the iOS App as a third-party beneficiary thereof.
    • Kleverness Android Applications. The following additional terms and conditions apply with respect to any Applications provided or made available to you by Kleverness, designed for use on an Android-powered mobile device (an “Android App”): you acknowledge that these Terms are between you and Kleverness only, and not with Google, Inc. (“Google”). Your use of the Android App must comply with Google’s then-current Android Market Terms of Service. Google is only a provider of the Android Market where you have obtained the Android App. Kleverness, and not Google, is solely responsible for the Android App and the related content available thereon. Google has no obligation or liability to you with respect to the Android App or these Terms. You acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to the Android App.
21. General. Neither the rights nor the obligations arising under these Terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect. Any waiver of any provision of these Terms must be in writing and executed by both parties. The failure of either party to exercise any right provided for by these Terms shall not be deemed a waiver of that right. If any term or provision of these Terms is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from these Terms and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in these Terms. The parties acknowledge and agree that they are dealing with each other as independent contractors and nothing in these Terms and its performance shall be construed as creating a joint venture or agency between Kleverness and you. Kleverness may delegate the performance of any services hereunder to its affiliates and contractors. These Terms, the Privacy Notice, the Additional Terms and any other policies or terms and condition referenced herein, constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described. Any notice to you may be provided by email. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to.” You agree that these Terms will not be construed against Kleverness by virtue of having drafted them. The official text of these Terms (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that these Terms be drawn up in the English language only. Les parties reconnaissent qu’elles ont exigé que la présente convention soit rédigée en language anglaise seulement. In the event of any dispute concerning the construction or meaning of these Terms, reference will be made only to these Terms as written in English and not to any translation into another language. Any delay in performance of any duties or obligations of either party will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, or any other event beyond the reasonable control of such party.
22. QUESTIONS AND ADDITIONAL INFORMATION. Please feel free to contact us at hello@kleverness.com if you have any questions about these Terms.

© 2019 Kleverness, Inc. All rights reserved.

KLEVERNESS, INC. PRIVACY POLICY Privacy Notice Last updated: August 26, 2019 Please read this Privacy Notice carefully. It provides important information about your personal data. It also tells you about your rights under applicable privacy laws. If you have any questions, comments, or concerns regarding this Privacy Notice and/or our data practices, or would like to exercise your rights, please contact us. See How to Contact Us About Privacy and Additional Legal Rights For Users in the European Economic Area below. Table of Contents

1. Introduction
2. What Personal Information Do We Collect from You and How Is It Collected?
3. Sensitive Data
4. Children’s Privacy
5. Why We Collect Your Personal Information and How We Use It
6. Marketing Communications
7. Managing Your Preferences
8. Disclosure of Your Personal Information
9. Payment Processing
10. Third Party Links
11. Third Party Social Plugins
12. Advertising
13. How Long Do We Keep Your Personal Information?
14. Protecting Your Personal Data
15. International Transfers
16. Additional Legal Rights For Users in the European Economic Area
17. How to Contact Us About Privacy
18. Changes to this Privacy Notice

By accessing or using the Site or Kleverness System, as defined below, or submitting information through the Site or in connection with your use of the Kleverness System, you acknowledge and agree that you have received and read this Privacy Notice.

1. INTRODUCTION

Kleverness Incorporated, a Delaware corporation (collectively, “Kleverness”, “we” or “us”), provides smart lighting and electrical products, including the Kleverness hub, outlet, and switches, (“Products”) that allow users to control, schedule and monitor their home lighting and electrical appliances through the Kleverness iOS and Android mobile applications, and online web application (“Application(s)”), and related services, including, without limitation, the subscription services, that we provide in connection with the Products and Applications (the “Services”). This Privacy Notice (“Privacy Notice”) is intended to help you better understand how we process your personal information, and governs how Kleverness may use, transfer, store and disclose personal information that we collect when:

• You visit our website, kleverness.com (“Site”);
• You purchase the Products and/or use our Services;
• You download and/or use the Applications;
• Your directly communicate with us; and
• We work with some of our partners to offer additional features or enhance user experience.

When we refer to the “Kleverness System” throughout this Privacy Notice, we mean the Kleverness smart lighting and home electrical system, comprised of the Applications, Products and/or Services.

2. WHAT PERSONAL INFORMATION DO WE COLLECT FROM YOU AND HOW IS IT COLLECTED?

Personal data, or personal information, means any information about an individual from which that person may be identified. For example, it may include your name, telephone number, email address, or payment information, and in some jurisdictions your IP address. It does not include data from which the identity of an individual has been definitively removed along with any identifiers connected to such individual (also known as anonymous or anonymized data). IMPORTANT – PLEASE NOTE if you provide personal data to us about someone else, you must ensure that you have the right to disclose that information to us and that the individual concerned is aware of the terms detailed in this Privacy Notice.We will collect, use and disclose such information as described in this Privacy Notice. You acknowledge and understand that information gathered when any family or household member uses your account will become part of your account and will be used in accordance with this Privacy Notice.

a. Information Collected Directly

How we collect personal information directly from you depends on how and why you use the Site and/or Kleverness System. For instance, the information that you provide when you visit our Site is more limited than the information that you provide if you have purchased Products and use the Applications. With respect to the data that Kleverness collects directly from you, we have divided this section into two parts in order to better explain the circumstances where personal information may be collected, as well as the types of data collected:

1. Information From Site Visitors
2. Information From Registered Users

Please be advised that we may ask you to update your information from time to time in order to keep it accurate.

i.Information from Site Visitors

When you visit the Site, and depending on the purpose of your visit, you may provide us with personal information if you:

• Request marketing materials; and/or
• Communicate with us directly.
• Purchase our Products on the Site

In most cases, you will not provide any information to us directly, in which case the only data that we collect is Usage Information, as explained below.

ii.Information FromRegistered Users

You may provide us with personal information when you:

• Purchase our Product;
• Download the Application and register to use the Product;
• Download the Application and register as an authorized user of another user’s account who invited you to access and use the Kleverness System associated with such user account;
• Use the Products;
• Interact with the Application;
• Interact with or use our Services;
• Link your Product with third-party products;
• Invite others to access your Kleverness System through the Application; and
• Communicate with us directly.

In connection with the above-mentioned activities, Kleverness may collect the following information:

• Your identity, including your first name, last name;
• Your email address;
• Your username and password;
• Your contact details, including your postal address and email address;
• Your gender;
• Your preferences;
• Information you provide when you set up and configure the Products and Services (for example, pictures of the scanned code for the Product purchase by you);
• Other information you may provide by filling out forms or by contacting us (such as your feedback or other communications with us).

b. Information Collected Indirectly

Usage Information When you use or interact with the Products, the Site and/or the Application, even if you do not have an account or are only an authorized user of another user’s account, we, or our authorized third-party service providers, automatically collect information about how you use them (collectively, “Usage Information”). We use this information for our internal purposes, specifically to operate, maintain, secure and improve the Site, Products and Applications, and provide the Services. We also use this information to provide you with notifications, recommendations, and information about your home electronic devices, additional Kleverness products and services, and third-party products and services that may be of interest to you. Please see Advertising below for more information. Usage Information that we collect consists of: General Usage Information We automatically collect information about your interactions with the Site and Kleverness System, including information about the device used by you to interact with and/or access the Site and/or Kleverness System: IP address, access dates and times, information about your approximate location (as determined through your IP address), hardware and software information, mobile, computer or hardware device information (e.g., operating system version, Hardware model, IMEI number and other unique device identifiers, MAC address, and device settings), device event information, and crash data. This information allows Kleverness to understand how you’ve used the Applications, the Products and/or the Site (which may include administrative and support communications with us or whether you have clicked on third-party links), and other actions you have taken in connection with your use of the Kleverness System. We automatically collect log data when you access and use the Site, the Products and/or Applications, even if you have not created an account or logged in. Cookies and Similar Technologies We or authorized third parties collect certain information by automated means using cookies, web beacons, and server logs for analytic purposes. The information we collect in this manner enables us to better understand the pages or content you view, your searches, website traffic patterns, and to optimize user experience. For more information on our use of these technologies, see our Cookie Policy. Product Usage Information When you use the Products (via the Application), we collect certain information directly from the Products themselves:

• Product Usage and Performance Information: We collect information about your use of the Products, including activities you perform using the Application, and activities we perform in connection with the Products. We also collect technical data from sensors built into the Products, which allow us to detect certain information such as Product performance, Product usage statistics, energy consumption, lighting device usage, light bulb types, light bulb performance, light bulb usage statistics and lightbulb where a lightbulb is in its useful lifespan.
• Technical Information from the Product: In order to improve your experience over time and help troubleshoot any problem you may encounter with the Products and/or Applications, we record device model and serial number, software version, and technical information such as sensor status, internet and radio connectivity, error logs, power status and charge level, and whether product features are working properly.

Aggregated Data With the Usage Information collected by our third-party analytics services, we process “Aggregated Data”, such as statistical or demographic data. Aggregated Data may be derived from personal data, but is not considered personal data under the law if it does not directly or indirectly reveal your identity. For example, we may aggregate usage data to calculate the percentage of users accessing a specific feature of the Site and/or Kleverness System. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data, which will be processed in accordance with this Privacy Notice. To opt out of the collection of Usage Information by third-party analytics tools, please see Managing Your Preferences below.

c. Information Collected from Third Parties

In some instances, we process personal information from third parties, which consists of:

• Data from our partners, such as transactional data from providers of payment services.
• Data from third-parties if you link the Products to third-party devices, including, without limitations, voice-enabled devices (such as Alexa) (collectively, “Third Party Devices”). Third Party Devices enable you to control the Products, in which case we receive limited information from the third-party providers regarding usage and commands. For instance, we may receive information about your Product registration number and location. We may also provide such third party with information, as described here.
• Data from existing Kleverness customers who invite you to access their Kleverness System through the Application.
• Data from third parties whose products or services were included a marketing communication from us, if you choose to interact with them, such as by clicking a link, or purchase their products or services.

d. Wi-Fi Network Information

To use your Product as part of, and in connection with, the Kleverness System, or to access your Product over the Internet from a computer, a smartphone or a tablet, you will need to connect your Klever Hub to your internet network via ethernet cable. It will save the network’s information on the device, along with your IP address, so that you can access it and control it from your computer, smartphone or tablet, and so that it can communicate with our servers and download software updates. Once connected to your network, your Product regularly sends the Usage Information described above to Kleverness so that we may provide you the Kleverness System.

e. What if You Don’t Provide Information?

Some personal information is necessary so that we can supply you with the Products and Services you have requested and to authenticate you when you access the Application. If you do not wish to provide the required information, you may not be able to use certain features or Kleverness System.

3. SENSITIVE DATA

Kleverness does not require you to provide any sensitive data about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic, and biometric data to use the Kleverness System.

4. CHILDREN’S PRIVACY

Use of the Site and Kleverness System is not intended for minors. Kleverness does not target the Site or Kleverness System to persons under the age of 16 and does not knowingly collect personal data from minors. Therefore, we ask you not to provide us with personal information of persons under the age of 16. If we learn that personal information of persons under 16 years of age has been collected on or through the Site and/or Kleverness System, then we may deactivate the account or otherwise terminate access to the Site and/or Kleverness System and/or make the user content inaccessible.

5. WHY WE COLLECT YOUR PERSONAL INFORMATION AND HOW WE USE IT

Our mission is to provide safe, efficient and high-quality products and services, and we, or our authorized third-party service providers who assist us in providing the Site and/or Kleverness System, process your personal information for this purpose. We process your personal data for the following reasons:

• To perform the Services under the contract we are about to enter into or have entered into with you. For example, when you purchase and register to use the Products, that’s a contract. This may also include disclosure to the third parties who help us perform our end of the bargain, such as payment processors or shipping partners.
• Where it is necessary for our legitimate interests (or those of a third party), and your interests and fundamental rights do not override those interests. For example, when we carry out fraud screening or suggest additional features and products.
• Where we need to comply with a legal or regulatory obligation. For example, keeping records of our sales for tax compliance.
• If we have obtained your prior consent (for example, when you subscribe for direct marketing). Please note that for this specific legal basis, you have the right to withdraw your consent at any time.

Specifically, and depending on how you use the Site and Kleverness System, we use your personal data in the following instances and for the noted reasons:

• To deliver, set up and enable the Kleverness System to work (performance of a contract);
• Deliver direct marketing communications to you regarding our or our partners’ products and services that we may think are of interest to you (legitimate interests or with your prior consent where you are not an existing customer);
• Respond to your queries and requests, or otherwise communicate directly with you (performance of a contract or sometimes necessary for our legitimate interests);
• Detect any fraudulent or illegal activity against you and/or Kleverness (necessary for our legitimate interests);
• Perform system maintenance and upgrades, and enable new features (performance of a contract or sometimes necessary for our legitimate interests);
• Conduct statistical analyses (necessary for our legitimate interests);
• Provide information to regulatory bodies when legally required, and only as outlined below in Disclosure of Your Personal Information (necessary for compliance with a legal obligation).

6. MARKETING COMMUNICATIONS

If you have not otherwise opted out, or if you have opted in to receive direct marketing emails from us, we may use your personal information to send you marketing information about the Kleverness System, other Kleverness products and services, new Kleverness releases, and third-party products or services that we think may interest you. For instance, when you request additional information regarding the Products or sign up for our newsletter, we may ask if you wish to opt in to receive marketing communications from us for the Products and Services. This is what we call direct marketing. We carry out direct marketing by email. We obtain consent to send you such communications where required under applicable local laws. If you no longer wish to receive marketing communications, you have the right at any time to opt out. The easiest way to opt out is to use the unsubscribe link that you will find at the bottom of each communication. You may also manage your preferences as further explained in Managing Your Preferences.

7. MANAGING YOUR PREFERENCES

Direct Marketing As explained above, Kleverness enables you to manage your marketing preferences by clicking on a link contained in each electronic communication to you. Please use your preference settings to inform us of how you would like to receive marketing communications. Updates to your privacy preference information will be submitted once you have confirmed your changes. You can also manage your marketing preferences by contacting us. Cookies You can manage your cookie and tracking preferences as described in our Cookie Policy.

8. DISCLOSURE OF YOUR PERSONAL INFORMATION

Aside from disclosing your information to those of our personnel who are authorized to process the information in order to provide the Site and Kleverness System and who are committed to confidentiality, we disclose your personal information only to the third parties and for the reasons indicated below:

• Additional users that you invite and authorize to access your Kleverness System through the Application;
• Third-party companies that do things to help us provide the Site and Kleverness System and help us operate our business;
• Professional service providers, such as auditors, lawyers, consultants, accountants and insurers;
• Governments, regulators, law enforcement and fraud prevention agencies, so we can help tackle and comply with law enforcement, but only as authorized in this Privacy Notice (see Disclosure of Your Personal Information);
• In the event of a business transfer; and
• Companies approved by you, such as financial institutions or payment service providers.

a. Additional Authorized Users

If you are a registered account holder and administrator for a Kleverness System, you may choose to enable additional authorized users, such as family members or guests who share your household, to access your Kleverness System through the Application. If you do so, the additional authorized users may control and view your Products, certain account information and content, such as usage and activity. The additional authorized users that you add will be connected with your account and the Usage Information for your Kleverness System. Account administrators may choose to disable the access of additional authorized users at any time. The additional authorized users you add will continue to have access to your Kleverness System until you disable their access. We will continue to collect information about additional authorized users who have registered to use the Application even after their access to the administrator’s Kleverness System is disabled until they close their account.

b. Third-Party Service Providers

We share personal information with third parties that provide services to help us provide the Site and the Kleverness System and operate our business. Depending on how you use the Site and/or Kleverness System, the following categories of third parties collect data on our behalf or receive personal information:

• Hosting services providers;
• Analytics providers;
• Advertising and marketing partners;
• Payment service providers;
• Shipping service providers;
• Customer support providers;
• Providers of business operations and communication tools;
• Other third-party service providers that help us provide features and functions for the Kleverness System.

For a list of all third-party service providers we use, please contact us. We require all third parties to respect the security of your personal data and to treat it in accordance with the law.

c. Business Transfers

We may also share data with third parties to whom we choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this Privacy Notice unless you agree otherwise.

d. Legal Obligations and Security

Subject to the limitations in this Section, we will disclose your personal data if we believe that it is necessary to comply with a law, regulation, legal process, or legitimate governmental request; to protect the safety of any person; to protect the safety or security of the Site and Kleverness System or to prevent spam, abuse, fraud, or other malicious activity of actors using or accessing the Site and/or Kleverness System, or to protect our rights or property or the rights or property of those who use the Site and/or Kleverness System. Non-public information about our users will not be released to law enforcement except in response to an appropriate legal process such as a subpoena, court order, or other valid legal process that has been reviewed by Kleverness. However, if we receive information that provides us with a good faith belief that there is an exigent emergency involving the danger of death or serious physical injury to a person, we may provide information to law enforcement trying to prevent or mitigate the danger (if we have it), to be determined on a case-by-case basis.

e. Linked Accounts

When you choose to connect Products to third-party products and services, including Third-Party Devices, you are shown details about any proposed exchange(s) of data between Kleverness and the third party that is providing the product or service. Kleverness or the third party will instead (or also) ask for consent to control the Products that you have connected. Your consent is required to allow any of these exchanges or requests for control and you will be able to revoke it at any time.

9. PAYMENT PROCESSING

We do not directly collect your payment information and we do not store your payment information. We use third-party, PCI-compliant, payment processors, which collect payment information on our behalf in order to complete transactions. Our administrators are only able to view limited transaction information via our payment processors’ portals. Please review the privacy policies of our payment processors to learn more about how they collect, process and protect your personal information.

10. THIRD PARTY LINKS

On the Site or through the Kleverness System, we may provide, for informational purposes only, links to other websites or resources with which we do not have a contractual relationship and over which we do not have control (“External Websites”). Such links are not paid advertisements, nor do they constitute an endorsement by Kleverness of those External Websites, and are provided to you only as a convenience. By clicking on links to External Websites, the operators of the External Websites may collect your personal information. We are not responsible for the content or data collection practices of those External Websites, and your use of External Websites is subject to their respective terms of use and privacy policies.

11. THIRD PARTY SOCIAL PLUGINS

On the Site and the Application, we provide third-party “share” buttons for YouTube, Facebook, Twitter, Instagram or other social media sites, which may function as web beacons when you interact with the button. Please note that you may send to the third party the information that you are viewing on a certain part of the Kleverness System when you “share”. If you are not logged into your account with the third party, then the third party may not know your identity. If you are logged in to your account with the third party, then the third party may be able to link information or actions about your interactions with the Kleverness System to your account with them. Please refer to each third party’s privacy policies to learn more about its data practices, as also explained in our Cookie Policy.

12. ADVERTISING

We use Usage Information and information you provide to us directly, such as Product configuration information, to provide you with marketing communications for products and services that we think may be helpful and of interest to you. We may deliver these communications to you via email and in the Application. We may recommend additional Kleverness products and services. We may also recommend third-party products or services that relate to your home electrical use and needs. For example, if the Kleverness System detects that your lightbulbs are nearing the end of their life, we may use that information to recommend new replacement light bulbs. We may provide this information to you through marketing communications and in the Application. You can manage your preferences for receiving these marketing communications as described in Managing Your Preferences. Please see our Cookie Policy for information about retargeting and other cookies-based advertising.

13. HOW LONG DO WE KEEP YOUR PERSONAL INFORMATION?

Your personal information is processed for the period necessary to fulfill the purposes for which it is collected, to comply with legal and regulatory obligations and for the duration of any period necessary to establish, exercise or defend any legal rights. In order to determine the most appropriate retention periods for your personal information, we consider the amount, nature and sensitivity of your information, the reasons for which we collect and process your personal data, and applicable legal requirements. In some circumstances, you can ask us to delete your data. See Additional Legal Rights For Users in the European Economic Area below for further information. In some instances, we may choose to anonymize your personal data instead of deleting it, for statistical use, for instance. When we choose to anonymize, we make sure that there is no way that the personal data can be linked back to you or any specific user.

14. PROTECTING YOUR PERSONAL DATA

We have put in place reasonable and appropriate security measures designed to prevent your personal data from being accidentally lost, used or accessed in an unauthorized way, altered or disclosed. For example, we use encryption, secure socket layer, firewalls, and password protection. In addition, we require two-factor authentication for all employees and contractors who may access your data to provide our Services, and we limit access to those employees, agents, contractors and the third parties who have a business need-to-know. We also have procedures in place to deal with any suspected data security breach. We will notify you and any applicable regulator of a data security breach where we are legally required to do so. We also require those parties to whom we transfer your personal information to comply with the same. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure, and while we take reasonable steps to provide = a secure Site and Kleverness System, by using the Site and/or Kleverness System, you understand and assume the risks associated with your activities on the internet.

15. INTERNATIONAL TRANSFERS

Kleverness is based in the United States and has servers in the United States. The personal information that we collect are sent to and stored on servers located in the United States. Such storage is necessary in order to process the information. Kleverness operates globally and may transfer the personal data that we collect from you to our other offices and/or to the third parties mentioned in the circumstances described above, which may be situated outside of your country or regional area, and may be processed by staff operating outside of your country or regional area. In particular, information provided to us or collected by us likely will be transferred to and processed in the United States by us or our agents and contractors. The data protection laws of the United States or other countries may not be as comprehensive or equivalent to those in your country of residence. The European Union’s General Data Protection Regulation (“GDPR”) allows for transfer of personal data from the European Union to a third country in certain situations. We rely on legally-provided mechanisms to lawfully transfer personal information across borders. For example, we may enter into the EU Standard Contractual Clauses adopted by the EU Commission. More information about the Standard Contractual Clauses is available here.

16. ADDITIONAL LEGAL RIGHTS FOR USERS IN THE EUROPEAN ECONOMIC AREA

If the GDPR applies to you because you are in the European Economic Area, you have certain rights in relation to your personal data:

• The right to be informed – that’s an obligation on us to inform you how we use your personal data (and that’s what we’re doing in this Privacy Notice);
• The right of access – that’s a right to make what’s known as a ‘data subject access request’ for a copy of the personal data we hold about you;
• The right to rectification – that’s a right to make us correct personal data about you that may be incomplete or inaccurate (though we generally recommend first making any changes in your account);
• The right to erasure (also known as the ‘right to be forgotten’) – that’s where in certain circumstances you can ask us to delete the personal data we have about you (unless there’s an overriding legal reason we need to keep it);
• The right to restrict processing – that’s a right for you in certain circumstances to ask us to suspend processing personal data;
• The right to data portability – that’s a right for you to ask us for a copy of your personal data in a common format (for example, a .csv file);
• The right to object – that’s a right for you to object to us processing your personal data (for example, if you object to us processing your data for direct marketing); and
• Rights in relation to automated decision-making and profiling – that’s a right you have for us to be transparent about any profiling we do, or any automated decision-making.
• Withdraw Consent—that’s a right to revoke any consent you may have previously given us at any time, if we have collected and processed your personal information with your consent. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.
• File a complaint—that’s the right to file a complaint with a supervisory authority about our collection and processing of your personal information.

These rights are subject to certain rules around when you can exercise them. If are located in the European Economic Area and wish to exercise any of the rights set out above, please contact us (see How to Contact Us About Privacy). You will not have to pay a fee to access your personal data (or to exercise any of the other rights) unless your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances. We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We will respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated as required by law. In addition, if you no longer wish to receive our marketing/promotional information, we remind you that you may withdraw your consent to direct marketing at any time directly from the unsubscribe link included in each electronic marketing message we send to you. If you do so, we will promptly update our databases and will take all reasonable steps to meet your request at the earliest possible opportunity, but we may continue to contact you to the extent necessary for the purposes of providing the Services as requested and/or ordered by you or necessary updates regarding your Products or the Applications downloaded and used by you. Finally, you have the right to make a complaint at any time to the supervisory authority for data protection issues in your country of residence. We would, however, appreciate the chance to deal with your concerns before you approach the supervisory authority so please contact us first. If you have any questions about this Privacy Notice, including any requests to exercise your legal rights, please contact us using the details in How to Contact Us About Privacy below.

17. HOW TO CONTACT US ABOUT PRIVACY

If you have any questions about this Privacy Notice, have additional questions, or if you are located in the European Economic Area and would like to exercise any of your rights, please contact us by email at: hello@kleverness.com; or by mail at: Kleverness, Inc. 440 N Barranca Avenue #2291 Covina CA, 91723 USA Attn: Alex Fraind

18. CHANGES TO THIS PRIVACY NOTICE

Kleverness may need to update this Privacy Notice from time to time. If so, we will post an updated Privacy Notice on the Site along with a change notice on the Site, as well as a notification through the user interface of the Application that this Privacy Notice has been updated. If we make material changes, we may also send registered users a notice that this Privacy Notice has been changed to the email account we have on file for such users, and/or a notification through the user interface of the Application that the Privacy Notice has been updated. Where express consent is required by applicable law for the lawful collection, use, or disclosure of information about you, we will obtain that consent. We encourage you to review this Privacy Notice regularly for any changes. Your continued use of the Site and/or Kleverness System and/or your continued provision of personal data to us after the posting of such notice will be subject to the terms of the then-current Privacy Notice. © 2024 Kleverness, Inc. All rights reserved. Effective: August 26, 2024