Thanks for using our products and services. The back end platform services are provided by Acuity Brands Lighting (ABL), located at One Lithonia Way, Conyers GA, 30012
By using our platform, product and services, you are agreeing to these terms. Please read them carefully.
By signing in, you are agreeing to be bound by this End User Agreement, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
1. License to ABL Products
Subject to the terms of this Agreement, End User is hereby granted a nonexclusive, nontransferable, non-assignable, non-sub-licensable limited license to use the particular ABL Product(s). Such license is granted for the ABL Products’ object code only, and is solely for End User’s internal purposes and only to the extent required by End User to access and use ABL Services in accordance with the electronic documentation accompanying the ABL Products (the “ABL Documentation”).
2. ABL Owns the ABL Products
As between the parties, all right, title and interest in and to the ABL Products and the ABL Documentation, including, without limitation, all intellectual property rights therein, any accompanying electronic or printed materials and all copies and portions thereof, shall be and at all times remain in ABL and its third-party licensors. The ABL Products, the ABL Documentation and any other materials provided by or on behalf of ABL, are protected by copyright, trademark and trade secret laws and are further subject to international treaty provisions.
3. ABL Intellectual Property
For purposes of this Agreement, “Intellectual Property” shall mean all intellectual property and proprietary rights including, without limitation, all rights of inventorship and authorship, inventions, patents, patent applications, and know-how for any product, process, method, machine, manufacture, design, composition of matter, or any new or useful improvement thereof, as well as copyrights, trademarks and service mark rights, and any and all rights in trade secrets, computer software, data and data bases.
4. Data Ownership
End user Provided Data (maps, zones): Except for the intellectual property as described above, ABL does not own user data beyond the extent necessary to provide services. We do not control, verify, or endorse content submitted by the End User. By continuing, End User acknowledges that ABL may need, and you hereby grant ABL the right, to use, modify, adapt, reproduce, distribute, and display content posted on the service solely to the extent necessary to provide the service. End User may request, by way of written notice, that their data be deleted, or request to opt-out of specific services.
System Generated Data: ABL does not own user data beyond the extent necessary to provide services. By continuing, End User acknowledges that ABL may need, and you hereby grant ABL the right, to use, modify, adapt, reproduce, distribute, aggregate and display content posted on the service solely to the extent necessary to provide services. End User may request, by way of written notice, that their data not be aggregated for other services or be deleted, or request to opt-out of specific services.
5. Restrictions Regarding the ABL Products
End User agrees that under no circumstance shall it cause or permit any third party to, (a) distribute, rent, sell, lease or otherwise transfer the ABL Products or the associated ABL Documentation to any third party; (b) reverse assemble, reverse compile or reverse engineer the ABL Products, or otherwise attempt to discover any source code or underlying confidential information; (c) remove, efface or obscure any copyright notices, logos or other proprietary notices or legends (whether ABL, or its partners’ or third party licensors’ or any other third party’s) from the ABL Products, ABL Documentation or any other electronic or printed materials provided to End User related to the ABL Products; (d) export or re-export, or allow the export or re-export of the ABL Products, the ABL Documentation, any confidential information of ABL or any copy or direct or indirect product thereof, in violation of any restrictions, laws or regulations; (e) publicly perform or display, digitally perform or display, upload or post the ABL Products in any way, or transmit, broadcast or otherwise transfer the ABL Products to any other party; (f) use, or permit any third party to use the ABL Products in conjunction with any product or products not provided by ABL, or for commercial purposes in a commercial transaction, or to compete, directly or indirectly, with ABL in ABL present line of business; (g) knowingly use any Information to personally identify an individual user or use the ABL Products in a manner that violates privacy or other applicable laws; or (h) copy the ABL Products or the ABL Documentation, except for one (1) copy of the ABL Products for back-up or archival purposes. End User shall comply with all applicable national, federal, state, provincial and local laws, rules, regulations and restrictions which may be applicable to the ABL Products and/or the ABL Documentation.
6. No Right to Create Derivative Works
The limited license to access and use the ABL Products granted hereunder does not include the right to develop derivative or related works to the ABL Products or the ABL Documentation, and End User is expressly prohibited from doing so. Notwithstanding the foregoing, to the extent that End User develops any work of authorship, or invention derived from or relating, directly or indirectly, to the ABL Products in the course of End User’s performance under this Agreement (“Work Product”), End User hereby grants, transfers and assigns to ABL, without the necessity of compensation from ABL all right, title and interest in and to such Work Product, including, without limitation, all intellectual property rights and goodwill associated therewith. To the extent that any rights in any Work Product are not assigned to ABL hereunder: (i) End User grants to ABL a world-wide, permanent, irrevocable, royalty-free, unlimited, fully paid-up license to possess and use such Work Product for any purposes whatsoever; (ii) End User agrees not to assert, file or otherwise raise any claim or action against ABL for the infringement of any rights, or alleged rights, of End User in such Work Product; and (iii) End User shall treat such Work Product as ABL confidential information and not disclose or grant any rights in or to such Work Product to any third party.
7. Infringement Indemnity
End User agrees to defend, indemnify and hold ABL (and their respective officers, directors, shareholders, employees, and agents) harmless from and against any and all liabilities, claims, damages, losses, costs, expenses, demands, fines, suits actions and fees (including reasonable attorneys’ fees) arising out of, resulting from or relating to End User’s breach of any representation, warranty or obligation arising under this Agreement. This indemnity shall include any legal action based on any claim that, due to End User’s use of the ABL Products other than in accordance with the accompanying documentation related thereto, ABL or PARTNER violated or infringed any proprietary or intellectual property right of any third party.
8. Limitation of Liability and Disclaimer of Warranties
NO PARTY HEREUNDER (INCLUDING, WITHOUT LIMITATION, ABL) WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY BUSINESS INTERRUPTION OR LOSS OF USE, GOODWILL, DATA, PROFIT OR BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CONNECTION WITH A PARTY’S (I) GROSS NEGLIGENCE, (II) WILLFUL MISCONDUCT, OR (III) INDEMNIFICATION OBLIGATIONS, ABL’S AND PARTNER’S TOTAL CUMULATIVE LIABILITY TO END USER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY END USER TO PARTNER DURING THE 90 DAYS IMMEDIATELY PRECEDING THE ACTION GIVING RISE TO SUCH CLAIM; AND ABL’S TOTAL CUMULATIVE LIABILITY TO END USER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED, THE AMOUNT ACTUALLY PAID BY END USER FOR THE ABL PRODUCTS DURING THE 90 DAYS IMMEDIATELY PRECEDING THE ACTION GIVING RISE TO SUCH CLAIM.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE ABL PRODUCTS AND THE ABL DOCUMENTATION (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE THEREIN OR ACCESSED BY MEANS THEREOF) ARE PROVIDED “AS IS”. ABL MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. No Assignment
Neither the rights nor the obligations of End User arising under this Agreement with are assignable. Any attempted assignment or transfer of the same by End User shall be void and without effect.
10. ABL is Third Party Beneficiary
End User acknowledges and agrees that ABL is an intended third party beneficiary of this Agreement and may enforce any rights of ABL set forth in this Agreement directly against End User.
11. Governing Law; Jurisdiction and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Atlanta.
12. Other Provisions
Severability; No Waiver; Termination, including immediate termination upon any breach or violation of Restrictions Regarding ABL Products, No Right to Create Derivative Works, or Confidentiality; Equitable Remedies (specific performance/injunction). The End User Agreement must also require the End User cease using the ABL Products and any information derived therefrom at the termination of the End User License Agreement and to abide by the confidentiality terms set forth in the Agreement.