Acuity Brands Lighting Portal User License Agreement
Effective: January 1, 2006
www.AcuityBrandsLighting.net
Site Terms and Conditions
By submitting the information requested and by clicking the "I Agree" button that
references these site terms and conditions ("Site Terms and Conditions")
when you register with the web site www.AcuityBrands.net ("Site"), you agree
(collectively, “Site User,” "You" and "Your") that You have read and
agree to use the Site in accordance with these Site Terms and Conditions and the
Privacy Policy, which is described in Section 3 below. You should not click the
"I Agree" button or otherwise register as a Site User or attempt to access
the Site if You are not willing to be bound by and abide by these Site Terms and
Conditions. Your clicking of the "I Agree" button also means that You represent
and warrant that You are able to enter into legally binding contracts and that You
are authorized by Your company (or other legal entity that You represent) to (i)
use the Site; and (ii) to agree to these Site Terms and Conditions and the Privacy
Policy as a legally binding contract on behalf of You and Your company (or legal
entity, as applicable and to the Privacy Policy.
Further, you agree to the Terms and Conditions of Sale, which can be found at the
web address www.lithonia.com/company/.
Section 1: Site
The Site contains certain pages providing content, information and educational materials
regarding lighting products, the markets for the purchase and sale thereof, and
related goods and services ("Content") for those who register by submitting
their name, company name, contact information, and e-mail address.
This Site is owned by Acuity Brands Lighting, Inc. ("Acuity"), which includes
the lighting-related business units Lithonia Lighting, Holophane and American Electric
Lighting, among others. The ownership rights in the Content are described below.
Participation in the Site as a Site User does not provide You with any ownership
right in this Site, except as expressly provided in these Site Terms and Conditions.
Except as otherwise expressly provided herein, all intellectual property rights
associated with this Site – including, without limitation, Site presentation, Site
organization and structure, visuals and graphics; user navigation; programming;
software code; any copyrighted, trademarked and patented information and processes
– are retained and reserved by Acuity and are Acuity’s sole and exclusive property.
Section 2: Content License and Restrictions
The Content provided in the Site represents valuable proprietary and intellectual
property. Such Content is protected by any and all applicable international, federal,
and state laws, rules, orders and regulations relating to intellectual or proprietary
property. You agree not to reproduce, distribute, display, revise, create derivatives
of, copy, publish, sell, license, or edit any such Content, except as expressly
permitted in these Site Terms and Conditions. Acuity grants You the limited, nonassignable,
nontransferable license to display and print a single copy of the Content in connection
with Your access to the Site for Your own internal use so long as You maintain and
abide by any trademark, copyright or other proprietary notices on the Content and
that are provided in these Site Terms and Conditions. Other than as specifically
directed and allowed on the Site, any attempt to download, or to print, publish
or maintain a significant portion of Content from the Site, to distribute copies
of such Content, to modify or reuse the Content or to otherwise exploit the Content
in violation of the intellectual property or proprietary rights of Acuity or others
is strictly prohibited by these Site Terms and Conditions. Except as expressly permitted
in this Section, You shall have no right to use any brand, logo, trademark or other
mark of Acuity or any Acuity subsidiary or business division, such as Lithonia Lighting,
Holophane or American Electric Lighting among others, without the express written
permission of an authorized Acuity representative.
Section 3: Privacy Policy
The manner in which we collect and disseminate Your information is set forth in
our Privacy Policy as updated from time to time and posted at www.lithonia.com/sitetools/privacy.htm.
A link to the Privacy Policy can be found in the footer of each page on this Site.
Our Privacy Policy does not apply to other web sites and we can take no responsibility
for the information collection or dissemination policies of third parties. Your
use of the Site constitutes Your and Your company’s acceptance of our Privacy Policy,
which is a condition to Your use of the Site, and You should not access the Site
if You do not agree with the terms of our Privacy Policy.
Section 4: Use of the Site
You agree not to use the Site for any unlawful purpose or in anyway that might harm,
damage, or disparage any other party. Without limiting the preceding sentence and
by way of example, You agree not to:
- Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (such
as rights of privacy and publicity) of others;
- Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory,
infringing, obscene, tortious, indecent, unlawful, immoral or otherwise objectionable
material or information;
- Create a false identity or impersonate another for the purpose of misleading others
as to the identity of the sender or the origin of a message, including, but not
limited to, providing misleading information to any feedback system employed through
the Site;
- Transmit or upload any material that contains viruses, Trojan horses, worms, time
bombs, cancelbots, or any other harmful or deleterious software programs;
- Interfere with or disrupt the Site, networks or servers connected to the Site or
violate the regulations, policies or procedures of such networks or servers;
- Attempt to gain unauthorized access to the Site, logins and passwords of others,
or computer systems and networks connected to the Site;
- Permit anyone other than Visitor to gain access to or use the Site, or logins and
passwords of Visitor;
- Upload or otherwise transmit any information or content that infringes any patent,
trademark, trade secret, copyright or other proprietary rights of any party;
- Upload, post or otherwise transmit any unsolicited or unauthorized advertising,
promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes,"
or any other form of solicitation (commercial or otherwise);
- Use the Site in any manner whatsoever that could lead to a violation of any federal,
state or local laws, rules or regulations; or
- Reverse engineer, decompile or disassemble the Site of any of the software that
is a part of the Site.
Without serving as limitation, You agree to:
- Comply with all notices, instructions and rules posted on the Site;
- Implement all Internet access and all security procedures required to use the Site
at Your sole expense; and
- Pay all amounts owed to Acuity pursuant to all transaction terms and conditions,
fee schedules or as mutually agreed upon by the parties.
Section 5: Links to and/or from the Site
From time to time, the Site may contain links to third-party web sites not controlled
by Acuity. Acuity provides such links as a convenience to you, and in no way endorses
such third party sites. You acknowledge and agree that Acuity is not responsible
for any aspect of the information or content contained on any third party sites
accessible or linked to the Site. You agree not to "frame" or "mirror" any content
or information contained on or accessible from the Site without the prior written
approval of Acuity or its licensors, as may be appropriate.
Section 6: Logins and Passwords
Acuity shall issue to You unique logins and passwords (“Login and Password Information”)
for each of Your approved employees or agents who is registered by You to be authorized
to represent You on this Site and to enter into agreements for the purchase and
sale of commodities and related goods and services on your behalf. You are solely
responsible for maintaining the privacy and security of the Login And Password Information
and therefore You will be responsible for all actions on the Site that occur through
the use of Your Login And Password Information until forty-eight (48) hours after
You notify Acuity pursuant to the notice provisions hereunder, that such information
must be changed or discontinued. You agree to immediately notify Acuity by e-mail
at Acuity Brands Support Center
of any potential breaches of secrecy of the Login And
Password Information and of the departure of any employee with access to your Login
And Password Information. Upon receipt of written notice regarding a security breach,
Acuity agrees to issue new Login and Password Information to You by sending an e-mail
to Your registered e-mail address.
Section 7: Electronic Agreement
At different points on the Site You may be prompted by a notice indicating that
Your continuation with a particular process, submission or transmission of data,
or otherwise taking some affirmative action such as clicking a particular button
will constitute Your Electronic Agreement. "Electronic Agreement" means that
You have indicated consent or agreement to any electronically displayed terms and
conditions by using electronic means. You agree that it shall be legally obligated
and bound, as Your binding contract, by any electronic terms and conditions for
which You give indication of acceptance or assent to agree to or be bound by using
an Electronic Agreement. You agree that the Electronic Agreement shall be deemed
to satisfy all applicable legal requirements for a writing and for execution, including
the requirements for introduction of the execution of an original writing into evidence
in a court of law ("Legal Requirements"). Visitor waives and agrees not to
assert any defense or assertion that the Electronic Agreement does not satisfy any
of the Legal Requirements or that it is not a valid execution of a binding agreement.
Acuity will maintain all appropriate records of Your Electronic Agreements
as determined by Acuity. Acuity makes no representation, warranty or other guarantee
regarding the enforceability of such Electronic Agreements in all jurisdictions
and specifically reserves the right, for itself and other visitors, to require Your
written signature if it deems such signature is useful or necessary to create a
binding agreement in any particular jurisdiction or setting.
Section 8: Indemnity
You agree to indemnify and hold harmless Acuity, its visitors, directors, officers,
employees, agents and contractors, from all damages, injuries, liabilities, costs,
fees and expenses (including, but not limited to legal and accounting fees) arising
from or resulting from all demands, lawsuits, claims, causes of action, and proceedings
("Claims") arising from or in any way relating to each of the following:
(i) Your use of the Site, (ii) content that You submit, post, or otherwise transmit
to the Site, including without limitation via e-mail to Acuity, (iii) Your violation
of these Site Terms and Conditions or (iv) Your misuse of the Site or any of Your
employees, contractors or agents. Acuity shall notify You promptly of any such Claim
and shall assist You, at Your sole expense, in defending any such Claim. Notwithstanding
the foregoing, You shall keep Acuity informed of the progress of any such Claim,
and You shall not have the authority to admit any liability on the part of Acuity
in connection with any such Claim and shall not enter into a settlement or resolution
which admits liability or fault on the part of Acuity or fails to release Acuity
from all claims and liability. If You fail to act against such Claims as provided
herein, or Acuity otherwise reasonably believes that its position is or will be
compromised through Your defense of the Claim, Acuity shall have the right to take
appropriate legal action and You shall pay all expenses actually and reasonably
incurred in connection therewith.
Section 9: No Warranty
Acuity does not warrant that, and Acuity is not obligated to ensure that this Site
will operate free from error, delay or downtime or that this Site or the information
and content on this Site are free of computer viruses and other harmful codes. If
Your use of the site results in the need for servicing or replacing or recovering
equipment, software or data, Acuity is not responsible for those costs.
You agree that use of the Site is at Your own risk. The Site and all information
and content on the Site are provided on an "as is" basis without warranty of any
kind. Except as otherwise expressed herein, to the fullest extent permitted by law,
Acuity disclaims all warranties, expressed or implied, including, but not limited
to, the implied warranties of merchantability, noninfringement, quiet enjoyment,
title, and fitness for particular purpose. Acuity makes no warranties about the
accuracy, noninfringement, reliability, completeness, or timeliness of the content
or information provided on the Site. Acuity makes no warranties that the Site will
be error free, available at or for any specific time, available in any specific
location or jurisdiction or that it will be free from viruses, trojan horses or
other disruption or harmful elements.
Section 10: Limitation of Liability
You acknowledge and agree that in no event will Acuity, its officers, directors,
shareholders, employees or agents be liable to You or any of Your employees, contractors
or agents for any indirect, consequential, incidental, special, exemplary or punitive
damages, or for any loss of profits, business, or revenue, or any loss of data,
content or information, regardless of whether Acuity was advised of the possibility
or likelihood of such damages or costs occurring, and whether such liability is
based on contract, tort, warranty, negligence, strict liability, products liability
or otherwise.
As otherwise permitted by applicable law, You hereby waive any state law that limits
or prohibits a general release of liability.
Some states or jurisdictions do not allow the exclusion or limitation of certain
damages or the disclaimer of certain warranties. The limitations and disclaimers
provided in these Site Terms and Conditions are intended to apply to the fullest
extent allowable under applicable law.
Section 11: Confidentiality
In connection with Your use of the Site, Acuity may disclose ("Disclosing Party")
to You ("Recipient") certain Confidential Information. You acknowledge and
agree that any Confidential Information is the sole and exclusive property of Disclosing
Party (or a third party providing such information to Disclosing Party) and that
Disclosing Party or such third party owns all worldwide rights therein under patent,
copyright, trade secret, confidential information, or other tangible or intangible
property right. Except as otherwise expressed in this Agreement, Recipient acknowledges
and agrees that disclosure of the Confidential Information by Disclosing Party does
not confer upon Recipient any license, interest or rights of any kind in or to the
Confidential Information. Your are permitted to use the Disclosing Party’s Confidential
Information solely in connection with Your business purposes that relate to Acuity
and the Site and shall not disclose Disclosing Party’s Proprietary Information to
any third party. For purposes of these Site Terms and Conditions, "Confidential Information"
means any information disclosed by Disclosing Party (other than Trade Secrets) that
is of value and is treated as confidential; and "Trade Secrets" means trade secrets
as defined under Georgia law. "Proprietary Information" means Trade Secrets
and Confidential Information and includes without limitation all information posted
or otherwise loaded on to the Site and accessible only by the use of the Login And
Password Information. Except as otherwise agreed in writing, Acuity shall not have
any obligation with regard to the use or confidentiality of any information disclosed
by You.
The obligations set forth herein with respect to Trade Secrets shall remain for
as long as such information remains a trade secret under Georgia law, and for Confidential
Information shall continue for the duration of Visitor’s use of the Site and for
three (3) years thereafter.
In addition to the foregoing, any information You obtain through Your use of the
Site is intended for Your use only in connection with Your internal business purposes.
You agree not to use the information for any other purpose and not to disclose the
information to any other persons. Additionally, You agree to abide by any conditions
regarding the use and disclosure of information communicated to You by the person
providing such information.
Section 12: Sanctions Procedures
Acuity shall be entitled to impose sanctions against You if You violate these Site
Terms and Conditions or any of the published rules of the Site ("Sanction Event").
At Acuity’s sole determination and discretion, if the Sanction Event could cause
damage to Acuity, other visitors of the Site, or any third party, Acuity may immediately
and without notice suspend Your access to the Site.
Section 13: Release
In the event of any dispute arising between You and another Site visitor or visitors
arising out of or related to Your use of the Site, You hereby release and hold harmless
Acuity, its affiliates, partners, officers, employees and attorneys from any and
all claims, damages or costs that may arise in connection with any claims, losses
and damages of any kind (including, without limitation, actual, special, incidental
and consequential), known and unknown, disclosed and undisclosed, arising out of
or in any way connected with such dispute regardless of whether Acuity was advised
of the possibility or likelihood of such damages or costs occurring, and whether
such liability is based on contract, tort, warranty, negligence, strict liability,
products liability or otherwise.
Section 14: Termination
You may terminate Your access rights to the Site at any time by discontinuing use
of the Site and providing notice to Acuity. Acuity may terminate Your access and
rights to the Site at any time for any or no reason.
Upon termination of these Site Terms and Conditions, all Sections of these Site
Terms and Conditions shall remain in full force and effect except for the Content
License and Restrictions section and the Logins and Passwords section.
Section 15: Notices
All notices required to be given to Acuity hereunder shall be sent by certified
mail to:
Acuity Brands Lighting, Inc.
Attn: Lithonia Distributor Center Administrator
One Lithonia Way
Conyers, GA 30012
Telephone: 770-922-9000
All notices required to be given to You hereunder may be posted on the Site or delivered
to the e-mail address You provided to Acuity at the time of registration, and as
changed by You from time to time, and shall be effective upon posting and/or delivery,
whichever occurs first.
Section 16: Governing Law and Jurisdiction
These Site Terms and Conditions shall be exclusively construed, governed and enforced
under the laws of the U.S. and the State of Georgia (without regard to rules governing
conflict of laws). Visitor agrees that the exclusive venue for all actions, relating
in any manner to these Site Terms and Conditions or use of the Site, shall only
be in a federal or state court of competent jurisdiction located in Fulton County,
Georgia. You hereby consent and submit to the in personam jurisdiction of such courts,
and to the extent permitted by law, hereby consent that all services of process
may be made by any nationally recognized overnight courier, or by certified or registered
mail, postage prepaid and return receipt requested. You waive any objection based
on forum non conveniens and waive any objection to venue of any action instituted
hereunder to the extent that an action is brought in the courts identified above.
You agree that a final judgment in any such action shall be conclusive and may be
enforced in any other jurisdiction in any manner provided by law.
Section 17: Force Majeure
Acuity shall not be liable for delay in any of its performance hereunder due to
causes beyond its reasonable control, including but not limited to, an act of God,
war, natural disaster, governmental regulations, communication or utility failures
or casualties, or the failures or acts of third parties.
Section 18: Entire Agreement
These Site Terms and Conditions, the Privacy Policy, and any and all notices, guidelines,
directions, instructions or directives posted on the Site from time to time, and
all amendments, modifications, additions or changes to the foregoing constitute
the entire agreement regarding Your use of the Site and supersedes all prior discussions
and agreements, oral and written, between the parties relating thereto.
Section 19: Assignment
You shall not assign Your Login And Password Information without the prior written
consent of Acuity. Except as otherwise provided therein, You may not assign its
rights or obligations under these Site Terms and Conditions, including without limitation
through any change of control or by operation of law, in whole or in part, without
the prior written consent of Acuity. Acuity may freely assign any or all of its
rights and obligations under these Site Terms and Conditions, in whole or in part
for any reason, provided that the acquiring or resulting entity agrees in writing
to be bound by the terms of the applicable agreement. Subject to the foregoing restrictions,
these Site Terms and Conditions will be binding on, inure to the benefit of and
be enforceable against the parties and their respective successors and assigns.
Section 20: Miscellaneous
Acuity may amend, modify or otherwise change these Site Terms and Conditions, the
Privacy Policy and/or any other applicable agreements (collectively “Site Agreements”)
at any time by posting such changes on the Site. In the event any of the provisions
of the Site Terms and Conditions, are held unenforceable or invalid by court of
competent jurisdiction, such provisions shall be deemed severed from the applicable
agreement and the remaining provisions thereof shall remain in full force and effect.
Should any provision of the Site Agreements require judicial interpretation, the
parties agree that the court interpreting or construing the same shall not apply
a presumption that the terms of these Site Agreements shall be more strictly construed
against one party than against another. Headings of particular Sections are inserted
only for convenience and are not to be used to define, limit or construe the scope
of any term or provision of these Site Terms and Conditions. Failure of any party
to enforce, in any one or more instances, any of the Site Terms and Conditions or
the terms or conditions of the Site Agreements shall not be construed as a waiver
of the future performance of any such terms or conditions. No consent to a breach
of any express or implied term of the Site Terms and Conditions or any applicable
Site Agreement, or any other notice, directive, or rule otherwise posted on the
Site shall constitute a consent to any prior or subsequent breach thereof.
Section 21: Compliance with Applicable Laws
General Laws: You agree to comply with all applicable federal, state and local laws,
statutes and regulations in the performance of their obligations under these Site
Terms and Conditions.
Antitrust Laws: You acknowledge that Acuity has an express policy of complying with
the antitrust laws and that the operation of the Site is not intended to facilitate
collusion or other illegal agreements among competitors. To further that end, You
represent and warrant to Acuity that You do not intend to use, and will not use,
the Site to violate any antitrust laws and will not knowingly act as a principal,
conduit or intermediary for price-fixing or any other anti-competitive agreement
among competitors.