Updated July 28, 2022
THESE TERMS AND CONDITIONS (the “Terms”) GOVERN THE USE OF THE WEB PAGES TO WHICH THESE TERMS AND CONDITIONS ARE LINKED (the “Site”). THE SITE IS OWNED BY OR OPERATED FOR THE BENEFIT OF ACUITY BRANDS, INC. OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES (collectively “Acuity Brands”). BY ACCESSING, BROWSING, AND/OR USING THE PAGES IN THE SITE, YOU ("You" in all of its forms) AGREE TO THESE TERMS.
YOU SHOULD NOT ATTEMPT TO ACCESS, BROWSE, OR USE THE SITE IF YOU ARE NOT WILLING TO BE BOUND BY AND ABIDE BY THESE TERMS.
1. Prohibited Activities. You agree not to use the Site (i) other than in strict compliance with all notices, instructions and rules posted on the Site, (ii) for any purpose not reasonably related to the purpose for which Acuity Brands provided the Site, (iii) in any way not in compliance with all applicable federal, state and local laws, statutes, and regulations, or (iv) in any way that might harm, damage, or disparage Acuity Brands or any other party (collectively “Prohibited Activities”). Without limiting the preceding and by way of example, You agree not to use the Site to: (a) threaten, harass, abuse, slander, defame or otherwise violate the legal rights (such as rights of privacy and publicity) of others, (b) publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, violent, immoral or otherwise objectionable material or information, (c) create a false identity, or otherwise mislead others as to the your identity or the identity of any person or organization, or otherwise engage in deceptive or fraudulent activity, (d) transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programs, (e) interfere with, attempt to interfere with or otherwise disrupt the proper working of the Site, any activities conducted on or through the Site or any servers or networks connected to the Site, violate the regulations, policies or procedures of such networks or servers, or violate any measure employed to limit or prevent access to the Site or the Content, (f) attempt to gain unauthorized access to the Site, logins and passwords of others, or computer systems and networks connected to the Site, through hacking, password mining or any other means, (g) permit anyone other than You to gain access to or use the Site via Your logins and passwords, (h) upload, post or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, (i) upload, post or otherwise transmit any content that You do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information or confidential information learned from Your employer or under confidentiality agreements), (j) 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), (k) upload, post or otherwise transmit any material that is harmful to minors, (l) use the Site in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations, (m) reverse engineer, decompile or disassemble the Site of any of the software that is a part of the Site, or (n) take or attempt any action that, in the sole discretion of Acuity Brands, imposes or may impose an unreasonable or disproportionately large load or burden on the Site or the infrastructure of the Site.
2. Login Information. Prior to use of certain functionality, the Site may require You to create a screen name and password (“Login Information”) and provide Acuity Brands with accurate, complete and updated registration information. Failure to do so, if required, constitutes a breach of these Terms, which may result in immediate termination of Your access. You are solely responsible for maintaining the privacy and security of the Login Information and therefore You will be responsible for all actions on the Site that occur using Your Login Information until forty-eight (48) hours after You notify Acuity Brands pursuant to the notice provisions hereunder, that such information must be changed or discontinued. You agree to immediately notify Acuity Brands by e-mail at email@example.com of any potential breaches of secrecy of the Login Information.
3. Content Overview. The Site contains photographs, graphics, designs, videos, documents, remarks, comments, messages, posts, information, and other materials (collectively "Content"). Employees and authorized representatives of Acuity Brands will have entered some, if not all, of the Content on the Site (“Acuity Content”). The Site may enable others to upload Content the Site (“Other Content”). Finally, the Site may enable You to upload Content into the Site (“Your Content”).
4.1. Prohibited Content. You will only include in Your Content information reasonably related to the subject of the Site and You also agree that Your Content will not include anything that would further a Prohibited Activity.
4.2. Personal or Sensitive Information. Subject to Your compliance with Section 4.3(iii) below, You may include information that identifies an individual in Your Content, but You are prohibited from including as part of Your Content any “sensitive” personally identifiable information, including but not limited to: any information about yourself or another person that may relate to health or medical conditions, social security numbers, credit card, bank account or other financial information, or information concerning trade union membership, sex life, political opinions, criminal charges or convictions, religious or philosophical beliefs, racial or ethnic origin, or other sensitive matters.
4.3. Your Warranties. By posting Your Content to the Site, You hereby represent and warrant that (i) You either own or control all of the rights to Your Content or anything contained therein; (ii) You have obtained permission from the owner or appropriate rights holder of Your Content to use and submit such Content, including without limitation, to allow Acuity Brands to use Your Content in accordance with these Terms; (iii) You have received all necessary permissions from any person mentioned, identified or depicted in Your Content to submit such information to the Site in accordance with these Terms; and (iv) Your Content and anything contained therein will not otherwise infringe any intellectual property or other right(s) of a third party. You further agree that You have not been compensated nor granted any consideration by any third party for the Your Content. Additionally, to the extent that Your Content includes any information that could be used to identify an individual you represent and warrant that you have obtained that individual’s consent to enter that information into the Site where it could be seen and used by Acuity Brands and other visitors to the site.
5. Ownership and License to Your Content. As between Acuity Brands and You, You retain ownership of Your Content. By posting Your Content on the Site, You are granting Acuity Brands a non-exclusive, irrevocable, royalty-free, perpetual, and worldwide license to use Your Content, in accordance with these Terms, including any ideas, know-how or techniques contained therein, without (i) restrictions of any kind, (ii) any payment or other consideration of any kind, or (iii) a requirement of further permission or notification to You or any third party. This license shall include, without limitation, the right to use, sell, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, transmit, display, perform, license or sub-license Your Content (in whole or in part), including all rights therein, in the name of Acuity Brands or its designees throughout the world, in perpetuity in any manner and in any or media now or hereafter known. For this reason, do not publish any information on the Site or otherwise send us any Content that You do not wish to license to us, including any business or technical information that You may consider confidential or proprietary, such as new product or service ideas or information about Your own business plans or any original creative materials, such as computer code or designs. In addition, You grant Acuity Brands the right to include the name provided along with Your Content submitted by You.
6. Acuity Content.
6.1. The Site and the Acuity Content represents valuable proprietary and intellectual property of Acuity Brands or its licensors. Such Acuity Content is protected by 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 Acuity Content, except as expressly permitted in these Terms. Subject to these Terms, Acuity Brands grants You the limited, nonassignable, nontransferable license to use the features and services provided by Acuity Brands on the Site, solely in connection with the Site and solely for Your personal, non-commercial use. You agree to maintain and abide by any trademark, copyright or other proprietary notices on the Acuity Content and that are provided in these Terms. Other than as specifically directed and allowed on the Site, any attempt to download, or to print, publish or maintain a significant portion of Acuity Content from the Site, to distribute copies of such Acuity Content, to modify or reuse the Acuity Content or to otherwise exploit the Acuity Content or Site in violation of the intellectual property or proprietary rights of Acuity or others is strictly prohibited by these Terms. Except as expressly permitted in this Section, You shall have no right to use any brand, logo, trademark or other mark of Acuity Brands or any Acuity Brands subsidiary or business division, without the express written permission of an authorized Acuity Brands representative.
6.2. Reservation of Rights. Your use of or participation in the Site does not provide You with any ownership right in the Site, any Acuity Content, or any Other Content. Except as otherwise expressly provided herein, all intellectual property rights associated with the Site – including, without limitation, presentation, organization and structure, visuals and graphics, user navigation, programming, software code, and any copyrighted, trademarked and patented information and processes – are retained and reserved by Acuity Brands and are Acuity Brands’ sole and exclusive property.
7. Copyright Complaint Policy. Acuity Brands will review and address all notices that comply with the requirements below.
7.1. If You believe in good faith that any Acuity Content or Other Content infringes your copyright, please notify Acuity Brands as set forth in 6.2 by providing the following information:
7.1.1. Clear identification of the copyrighted work or other intellectual property You claim was infringed.
7.1.2. Clear identification of the Acuity Content or Other Content You claim is infringing the copyrighted work, and information that will allow us to locate that material on the Site, such as a link to the infringing material.
7.1.3. A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
7.1.4. A statement by You declaring under penalty of perjury that (a) the above information in Your notice is accurate, and (b) that You are the owner, or are authorized to act on behalf of the owner, of the copyright interest involved.
7.1.5. Your contact information so that we may contact You, preferably including an email address and telephone number.
7.1.6. Your physical or electronic signature.
7.2. Notices of claims of copyright infringement on this website should be emailed or mailed to:
Acuity Brands Lighting, Inc.
1400 Lester Road
Conyers, Georgia 30012
Phone Number: 770.922.9000
Fax Number: 770.785.9511
8. DMCA Compliance. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Acuity Brands will terminate, in appropriate circumstances and at Acuity Brand’s sole discretion, access by users who are deemed to be repeat infringers. Acuity Brands may also at its sole discretion limit access to the Site of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If You receive an infringement notice from Acuity Brands, You may provide counter-notification in writing to the agent designated above, in accordance with the provisions of the DMCA.
9. Privacy Statement. Our collection and use of Your information is governed by our Privacy Statement as updated from time to time and posted at http://www.acuitybrands.com/Privacy-Statement. Our Privacy Statement does not apply to other web sites, and we can take no responsibility for the information collection or dissemination policies of third parties, including without limitation visitors to the Site. Your use of the Site constitutes Your acceptance of our Privacy Statement, 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 Statement.
10. Links to and/or from the Site. The Site may contain links to third-party web sites not controlled by Acuity Brands. Acuity Brands provides such links as a convenience to You, and in no way endorses such third party sites. You acknowledge and agree that Acuity Brands 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 Brands or its licensors, as may be appropriate. If You wish to provide a link to the Site, You may do so in accordance with Terms, and only if you do not (a) use or replicate Acuity Content, (b) a browser/border environment or frame for Acuity Content, (c) imply or allow a visitor to reasonably infer that Acuity Brands is endorsing You or Your products or services, (d) misrepresent your relationship with Acuity Brands, (e) present false information about Acuity Brands products or services. Your website must not further any Prohibited Activity or contain content that could be construed as distasteful, offensive or controversial, and/or contain content that is not appropriate for all age, racial, religious or other groups protected by law. You agree to be responsible for all claims, costs, losses, expenses, damages and liabilities associated with any acts or omissions that violate this Section, to indemnify and hold Acuity Brands harmless as provided below, and to remove any link to the Site immediately upon the request of Acuity Brands.
11. Indemnity. You agree to indemnify and hold harmless Acuity Brands, its 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, or that is submitted with the use of Your screen name or password, including without limitation via e-mail to Acuity Brands, (iii) Your violation of these Terms, and (iv) Your misuse of the Site. Acuity Brands shall notify You promptly of any such Claim and may, at its sole discretion, assist You, at Your sole expense, in defending any such Claim. Notwithstanding the foregoing, You shall keep Acuity Brands informed of the progress of any such Claim, and You shall not have the authority to admit any liability on the part of Acuity Brands in connection with any such Claim and shall not enter a settlement or resolution which admits liability or fault on the part of Acuity Brands or fails to release Acuity Brands from all claims and liability. If You fail to act against such Claims as provided herein, or Acuity Brands otherwise reasonably believes that its position is or will be compromised through Your defense of or failure to defend the Claim, Acuity Brands shall have the right to take appropriate legal action and You shall pay all expenses actually and reasonably incurred in connection therewith.
12. Disclaimers. Acuity Brands does not warrant that, and Acuity Brands is not obligated to ensure that, the Site will operate free from error, delay, or downtime or that the Site or the information and Content on the Site are free of computer viruses and other harmful codes. If Your use of the Site or Content results in the need for servicing or replacing or recovering equipment, software or data, Acuity Brands is not responsible for those costs. You agree that use of the Site and all Content is at Your own risk. The Site and all information, including the Acuity Content and Other Content, on the Site are provided on an "as is" basis without warranty of any kind. You understand and agree that Acuity Brands does not monitor Your Content or Other Content. Except as otherwise expressed herein, to the fullest extent permitted by law, Acuity Brands 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 Brands makes no warranties about the accuracy, noninfringement, reliability, completeness, or timeliness of the Content or information provided on the Site. Acuity Brands makes no warranties that the Site will be available at or for any specific time or available in any specific location or jurisdiction.
13. Limitation of Liability. You acknowledge and agree that in no event will Acuity Brands, its officers, directors, shareholders, employees or agents be liable to You or any of Your employees, contractors or agents under any claim related to the Site or the Content 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 Brands 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. Direct damages related to use of the Site and Content shall not exceed $100. 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 Terms are intended to apply to the fullest extent allowable under applicable law.
14. 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 Brands, 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 Brands 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.
15. Termination. These Terms will continue until terminated by either Acuity Brands or You. You may terminate Your access rights to the Site at any time by discontinuing use of the Site and providing notice to Acuity Brands. Acuity Brands may discontinue or change the Site or deny or revoke Your access to the Site, or any part thereof, at any time in its sole discretion, with or without cause. Upon termination of these Terms, all Sections of these Terms shall remain in full force and effect in perpetuity except for (a) Your right to access or use the Site or the Acuity Content or the Other Content, (b) Your right to upload Your Content to the Site (although all of Acuity Brand’s rights and Your obligations under these Terms will continue to apply in perpetuity to any of Your Content uploaded prior to termination or that you upload after termination), and (c) Your right to link to the Site.
16. Notices. 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 Brands 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. In addition to the requirements of Sections 2 and 7, all notices required to be given to Acuity Brands hereunder shall be sent by certified mail or nationally recognized overnight courier to:
Acuity Brands Lighting, Inc.
1400 Lester Road
Conyers, Georgia 30012
17. Governing Law and Jurisdiction. These Terms 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). You agree that the exclusive venue for all actions, relating in any manner to these Terms or use of the Site or Content shall only be in a federal or state court of competent jurisdiction located in Fulton County, Georgia, in the United States of America. 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 first class 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.
18. Force Majeure. Acuity Brands 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.
19. Entire Agreement. These Terms, the Privacy Statement, 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 Content and supersedes all prior discussions and agreements, oral and written, between the parties relating thereto.
20. Assignment. You may not assign Your rights or obligations under these Terms, 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 Brands. Acuity Brands may freely assign any or all of its rights and obligations under these Terms, in whole or in part for any reason. Subject to the foregoing restrictions, these Terms will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.
21. Miscellaneous. Acuity Brands may amend, modify or otherwise change these Terms, the Privacy Statement, and any other applicable agreements (collectively “Site Agreements”) at any time by posting updated Terms on the Site. If any of these changes are unacceptable, You may terminate Your access as described above under “Termination”. In the event any of the provisions of the Terms, 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 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 Terms. Failure of any party to enforce, in any one or more instances, any of the Terms 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 Terms 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.