Submissions. Any submissions you make to RAB through this Site (including but not limited to emails sent to RAB using this Site) will be treated as non-confidential and non-proprietary, and they may be disseminated or used by RAB for any purpose whatsoever. You may not post or transmit to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under any law. You may not post any material that violates the copyright, patent, trademark, or other proprietary rights (including rights of publicity and privacy) of another. You agree to indemnify, defend, and hold harmless RAB Lighting from and against any and all costs and exposure resulting from your actions or postings on this Site. RAB reserves the right to prohibit further postings by any user for violation of these Terms and Conditions or for any other reason.
Links to Other Sites. Any links to or from third-party websites that are not maintained by RAB are provided solely as a convenience to you. RAB generally has not reviewed such third-party sites and does not control and is not responsible for any such sites or their content. RAB does not endorse or make any representations about them or any information, software, or other products or materials found there, or any results that may be obtained from using them. If you decide to access any such third-party websites, you do so entirely at your own risk.
ezRAB. Any purchases you make using the ezRAB system will be governed by the terms and conditions of sale agreed to between you and RAB. RAB may require additional user agreements for access to the ezRAB system.
Disclaimer/Limitation of Liability. All data and information provided at this site are provided “as is” without any representations or warranties, express or implied, including warranties merchantability, fitness for a particular purpose, or non-infringement of intellectual property. The data and information presented on this site is believed to be accurate but should not be relied upon by the user for any purpose. Any and all liability for the content of or any omissions from this site, including any inaccuracies, errors, or misstatements in such data or information is expressly disclaimed.
RAB disclaims any liability for use of RAB products or services in applications other than those for which they are designed.
Without limiting the foregoing, the Lighting Analysis, ezLayout, Energy Analysis and Visual Simulation and other tools provided by RAB on the Site (”Lighting Tools”) provide anticipated prediction of lighting system performance based upon design parameters and information supplied by third parties. These design parameters and information have not been field verified by RAB and actual measured results may vary from the actual field conditions. Design parameters and other information should be field verified. The Lighting Tools are provided ”as is” and RAB makes no representations or warranties regarding actual measured light levels, energy consumption levels, compliance with applicable regulatory code requirements. The Lighting Tools are for informational purposes only and should not be relied on for construction or included in construction documentation.
In no event will RAB, its officers, directors, employees, representatives, or suppliers be liable for any damages whatsoever (including, without limitation, consequential damages and those resulting from lost profits, lost data, or business interruption) arising out of the use, inability to use, or the results of use of this site, any web sites linked to this site, or the materials or information contained at any or all such sites, whether based on warranty, contract, tort, or any other legal theory and whether or not advised of the possibility of such damages. RAB does not warrant that this site will operate without error or interruption.
Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflict of laws. You agree to submit, and hereby do submit, to the jurisdiction of the state and federal courts of the State of New York in connection with any dispute relating to these Terms and Conditions, and you waive any objection to such jurisdiction based on venue, convenience, or any other cause.
General. RAB may at any time revise these Terms and Conditions by placing an updated version on the Site. You are bound by any such revisions and should therefore periodically visit the Site to review the then-current Terms and Conditions to which you are bound. These Terms and Conditions represent the entire agreement of the parties regarding the Site and supersede all prior and contemporaneous agreements between parties, whether written or oral. Except as set forth in this paragraph, the Terms and Conditions may not be amended, altered, or changed except by the written agreement of both parties.
Scope. These Terms of Sale apply to all sales of products by RAB Lighting Inc. (“RAB”) to any purchaser (“Buyer“). These terms may in some instances conflict with some of the terms proposed by Buyer. Therefore, acceptance of Buyer's order is made only on the express understanding that to the extent that any of these terms and conditions conflict with any terms of Buyer's order, these terms and conditions will govern. These terms will be deemed accepted by Buyer placing an order, accepting the goods, or tendering full or partial payment. RAB's failure to object to provisions contained in any communication from Buyer will not be deemed a waiver of these terms. Any additions to, or deviation from these terms, must be proposed to RAB at its office and must be accepted in writing by an officer of RAB before such terms will become part of the contract. Buyer is responsible for complying with these terms and for reviewing these terms on a regular basis to ensure that Buyer is aware of changes in these terms.
Payment Terms and Cash Discounts. Unless otherwise expressly agreed in writing by RAB, no order for any pole product will be accepted by RAB unless the full purchase price and all other charges are paid in full with placement of the order. For other (non-pole) products, payment is due 30 days after the invoice date and if payment is received by RAB by the 10th day of the month following the invoice date, a cash discount in the amount of 1% will be allowed. Cash discounts apply only to RAB products other than pole products and do not apply to any other charges, including without limitation to freight charges. In the event that Buyer cancels an order prior to shipment, then Buyer will be charged a cancellation fee of 50% of the total price of the order. No order may be cancelled after shipment.
Prices. All prices are subject to change and revision without advance notice. Standard quantities are either the master package quantity or the quantity required for the full discount. Orders for less than standard quantities will be billed at the prices in the Less Than Standard Quantity column regardless of the size of the total order. Orders marked HOLD or HOLD FOR RELEASE will be billed at the prices in effect on the date that shipment is requested. Buyer will pay any and all applicable sales tax or use tax, if any, plus any other applicable federal, state, or local taxes imposed on this sale, excluding tax assessed on RAB income.
Minimum Advertised Pricing and Internet Advertising Policy. RAB's Minimum Advertised Pricing and Internet Advertising Policy is applicable to each Buyer with respect to Buyer's advertising of RAB Products and the advertising and sale of RAB Products on the internet and is incorporated into these Terms of Sale by reference..
Authorized Distributors. RAB products are sold only to Buyers authorized by RAB to resell RAB products on a non-exclusive basis (”Authorized Distributors”). RAB may grant or terminate Authorized Distributor status in its sole discretion. Anyone placing an order who is not an Authorized Distributor will be referred to the nearest Authorized Distributor.
Shipping Costs. Products are sold FOB RAB's factory or warehouse of origin. RAB will pay the freight costs on individual orders of $1,000 net or greater to one destination in the continental United States. Partial shipments made to one or more destinations at Buyer's request must each total at least $1,000 net to qualify for prepaid shipping regardless of the size of the total order. RAB will use carriers of its own choice on prepaid shipments. If another means of transportation is requested, Buyer must pay transportation costs. Individual orders less than $1,000 net will be drop shipped to a destination specified by Buyer within the continental United States with all shipping costs paid by Buyer. Notwithstanding the foregoing, all shipments of pole products are F.O.B. point of shipment and will be shipped via ground transport in RAB's sole discretion. Buyer will pay RAB the cost of shipment, including any export charges or taxes. Buyer will also pay the cost of shipment of the anchor bolts, which may be shipped separately by RAB. All costs of insurance, documentation, and bank charges incurred in shipments will be borne by Buyer.
Delivery Date. Any estimated or firm delivery dates or periods are predictions made by RAB of the times within which it is likely that the products will be shipped; however, due to the difficulties inherent in predicting future delivery dates or periods, RAB does not promise, guarantee or otherwise obligate itself to have products shipped on or before that time. RAB will endeavor to meet the estimated or firm delivery dates or periods, but will not be liable in damages or otherwise, nor will buyer be relieved of performance, because of failure to meet them.
Minimum Billing. The minimum billing amount for all orders is $150 net from factory and $100 net from warehouses, plus transportation charges. Orders received for lesser amounts will be invoiced at the minimum billing amount.
Risk of Loss. Upon receipt by carrier of merchandise in good condition, title to and risk of loss for merchandise passes from RAB to Buyer. Claims for loss or damage during transit or storage must be made by Buyer directly to the carrier, storage company, or insurance company, if any. Claims for shortages must be made to RAB, 170 Ludlow Avenue, Northvale, New Jersey 07647, in writing within 30 days of receipt of shipment.
Return Policy. Except as provided below, products may not be returned without prior written approval issued by RAB in its sole and absolute discretion.
Defective Goods. Return authorization is required for pole products. No return authorization is required for other products. Send non-pole products under warranty to RAB (goods must be received by RAB no later than one year from date of shipment) with written explanation of failure and application. For LED products, the return authorization code must be included with the returned goods or the goods will be returned to Buyer at Buyer's expense. Also include shipping instructions for return of replacement or repaired item. For pole products, all requests for returns must be made within 30 days of shipment, a return authorization code is required, and all returns will be subject to a restocking charge equal to 50% of the purchase price of the products together with all other costs of RAB, including the costs of preparing the products for resale. All returned items must be sent to a RAB specified location, freight prepaid. If a product is not under warranty, Buyer should call RAB for the cost to repair.
Advance Replacement. If advance replacement is approved by RAB, Buyer will be billed and then credited upon receipt of returned goods.
Order Entry/Shipping Errors. Call RAB for authorization to return. If return was caused by RAB error full credit will be allowed.
Inventory Adjustment. Any Authorized Distributor placing an order for at least twice the original net invoice value of the return will receive full credit provided that the prior approved return is received, prepaid in perfect condition in undamaged, unopened original cartons. Credit will only be issued with an offsetting 2 for 1 purchase order. Otherwise all prior approved returns will be subject to a 30% restocking charge, which will be deducted from the return credit amount.
Product Warranties. The RAB Lighting Product Warranties are incorporated into these Terms of Sale by reference and apply to all products purchased from RAB unless otherwise agreed in writing by an officer of RAB. These warranties are in lieu of, and RAB expressly disclaims, all other warranties, express or implied in fact or by law, including without limitation all warranties of merchantability or fitness for a particular purpose or otherwise, and the foregoing warranties state RAB's entire and exclusive liability, and the buyer's sole and exclusive remedy, in connection with the, products or parts, their design, suitability for use, installation or operation.
Limitation of Liability. RAB will not be liable under any theory of relief, including without limitation breach of warranty, breach of contract, tort (including negligence), strict liability, or otherwise, arising out of or related to this agreement or products provided hereunder or RAB's acts or omissions for: (i) any indirect, incidental, special or consequential damages, whatsoever (including without limitation, loss of anticipated value of a business or its reputation) or (ii) any damage or loss in excess of the price actually paid by Buyer for the products that caused the damages. Any action by Buyer must be commenced within one year after the cause of action has accrued.
Intellectual Property and Relationship of Parties. Buyer acknowledges and agrees that the RAB trademark, LIGHTCLOUD trademark, all other trademarks of RAB (collectively “RAB Marks“), and all copyrights, patents and other RAB intellectual property are owned exclusively by RAB. Buyer will not adopt or attempt to register any trademark, service mark, trade name, company name, internet domain name or other proprietary designation that is identical or confusingly similar to any of the RAB Marks. Buyer will not make, use or copy any RAB any material that is the same or substantially similar to any RAB copyright or patent. Provided that Buyer is in good standing with RAB and not in breach of this Agreement, and subject to compliance with the Minimum Advertised Pricing and Internet Advertising Policy, the foregoing will not prevent Buyer from: (a) accurately identifying the RAB products as offered for sale to consumers by Buyer provided that all such use of the RAB Mark by Buyer will inure to the benefit of RAB; and (b) using RAB photographs and descriptions of RAB products solely to promote sales of the RAB products. Any other use of any RAB Mark or RAB copyrighted material is prohibited without RAB's prior written consent. Buyer and RAB are independent contractors. Buyer will not hold itself out as an agent of RAB or otherwise misstate or misrepresent its relationship to RAB.
No Representations Concerning Buy American Act and Trade Agreements Act. Except as provided in an official RAB product specification or a document signed by RAB, RAB makes no representations of compliance with the Buy American Act, Trade Agreements Act, or other similar country of origin statutes, including passive certifications.
Miscellaneous. These Terms of Sale, the RAB Lighting Product Warranties referenced herein, and the Minimum Advertised Pricing and Internet Advertising Policy referenced herein, constitute the entire agreement between the parties hereto with respect to the subject matter of these Terms of Sale. These Terms of Sale will be governed by the laws of the State of New York. Buyer consents to the personal jurisdiction and venue of the courts of the State of New York. Any legal or equitable claim of any nature arising hereunder will be filed and maintained in the state or federal courts in the State of New York and Buyer agrees that such courts are a convenient forum for adjudication. In the event that suit is necessary to recover amounts owed RAB, Buyer will be liable for reasonable attorney's fees, interest and costs of collection. No agreement or understanding varying the terms and conditions hereof will be binding upon either party hereto unless in writing attached hereto and signed by duly authorized representatives of both parties. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
RAB has unilaterally adopted the following Minimum Advertised Pricing and Internet Advertising Policy (“Policy“), which is applicable to buyers of RAB products or services (“Buyer“) with respect to Buyer's advertising and sale of such products and services.
1. Definitions: (a) RAB Products means any product or service supplied by RAB; (b) Net Price means the stated price less all discounts, premiums, trade-ins, coupons, allowances and free goods or services offered with the RAB Products; and (c) Minimum Price (MAP) means the amount established by RAB and provided to Buyer from time to time by e-mail or any other means; (d) RAB Mark means the RAB trademark, the LIGHTCLOUD trademark, and all other trademarks, service marks, trade names or other proprietary designations used in connection with the RAB Products; and (e) RAB Product Number means any stock-keeping unit (SKU) number or RAB catalog number for RAB Products and any other number used by RAB to identify RAB Products.
2. Minimum Advertised Price: Each Buyer remains free to establish its own resale prices. However, a Buyer may not at any time: (a) advertise or otherwise promote RAB Products at a Net Price less than the Minimum Advertised Price (MAP); or (b) sell RAB Products to any other person or entity who advertises or otherwise promotes RAB Products at a Net Price less than the MAP (whether or not Buyer is aware that the other person or entity intends to advertise or otherwise promote RAB Products below the MAP).
3. Internet Sales and Advertising: Each Buyer remains free to advertise its own products and services. A Buyer may advertise and sell RAB Products through the Buyer's own proprietary internet store residing on a URL owned by Buyer. By way of example only and not in limitation, Buyer ABC Company may sell on its own propriety online store residing at www.abc-company.com. In addition, a Buyer may advertise and sell RAB Products on Amazon marketplace (www.amazon.com). No Buyer may advertise or sell RAB Products on any other websites, including with limitation on www.ebay.com, www.lowes.com, www.sears.com, or other “DIY“ websites. Furthermore, a Buyer may not at any time: (a) advertise or otherwise promote RAB products using any RAB Mark or RAB Product Number on any Google or Bing web site in any manner including without limitation by purchasing Google Adwords or any equivalent Bing advertising service; or (b) sell RAB Products to any other person or entity who advertises or otherwise promotes or advertises RAB products using any RAB Mark or RAB Product Number on any Google or Bing web site in any manner including without limitation by purchasing Google Adwords or any equivalent Bing advertising service (whether or not Buyer is aware that the other person or entity intends to advertise or otherwise promote RAB Products using any RAB Mark or RAB Product Number on any Google or Bing web site).
4. Compliance: RAB will apply the following rules in determining compliance with this Policy:
6. Buyer acknowledges and agrees that RAB is under no obligation to sell RAB Products to Buyer. RAB may refuse to accept orders from Buyer if: (a) Buyer violates this Policy more than once in any twelve month period; (b) RAB determines that Buyer has flagrantly violated this Policy; or (c) for any other lawful reason.
7. RAB will act unilaterally when executing this Policy and will neither solicit, consider, nor agree to any recommendation, request, or demand of any other person or entity. All matters of interpretation and application of the terms of this Policy will be at RAB's sole discretion.
Each Buyer is free to decide independently whether or not to follow this Policy. RAB neither seeks, nor will it accept, any assurance of compliance or agreement from Buyer regarding this Policy. Nor will RAB discuss any conditions of acceptance related to this Policy. No one other than an officer or director of RAB is, has been or will be authorized to modify or alter this Policy, or to bind RAB to any action inconsistent with its terms. In particular, and without limitation, RAB sales personnel and agents are not authorized to modify or grant exceptions to this Policy. RAB reserves the right to modify this Policy from time to time without advance notice. This Policy is void in any nation, state, or province where prohibited by U.S. or local law.
This LIGHTCLOUD Acceptable Use Policy (“AUP“) describes acceptable use of and access to the LIGHTCLOUD system offered by RAB Lighting Inc. (“RAB“). By accessing or using the LIGHTCLOUD system, you agree to the terms of this AUP. If you violate this AUP or authorize or help others to do so, RAB may suspend or terminate your use of the LIGHTCLOUD system. Unless otherwise defined herein, all capitalized terms used within this AUP have the same meaning as ascribed to such terms in the LIGHTCLOUD Master Services Agreement.
Prohibited use and content. You may not upload content or use the LIGHTCLOUD system in a manner that RAB believes:
1. Violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law (each a “Law“), including the Digital Millennium Copyright Act;
2. Is abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, or otherwise inappropriate;
3. Violates or otherwise encroaches on the rights of others, including infringing or misappropriating any intellectual property or proprietary right of another;
4. Advocates or induces illegal activity;
5. Stalks, harasses, or harms anyone, including minors;
6. Impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
7. Modifies, alters, tampers with, repairs, or otherwise creates derivative works of any software included in the LIGHTCLOUD system
8. Reverse engineers, disassembles, or decompiles the LIGHTCLOUD system or software included in the LIGHTCLOUD system;
9. Accesses or uses the LIGHTCLOUD system in a way intended to avoid incurring fees or exceeding usage limits or quotas;
10. Interferes with or disrupts the LIGHTCLOUD system or servers or networks connected to the LIGHTCLOUD system
11. Uses any high volume automated means (including robots, spiders, scripts or similar data gathering or extraction methods) to access the LIGHTCLOUD system or any other accounts, computer systems, or networks connected to the LIGHTCLOUD system (the LIGHTCLOUD system and each connected system, a “System“);
12. Attempts to gain unauthorized access to any portion of any System, whether through hacking, password mining, or any other means;
13. Violates the security or integrity of any System, including, but not limited to:
14. Connects to any users, hosts, or networks where Customer does not have permission to communicate with such users, hosts, or networks, including, but not limited to:
15. Distributes, publishes, sends, or facilitates unsolicited mass e-mailings, promotions, advertising, or solicitations, including commercial advertising and informational announcements;
16. Alters or obscures mail headers or assume a sender's identity without the sender's explicit permission; or
17. Collects replies to messages if those messages violate this AUP.
RAB has the sole discretion to determine whether content or your use of the LIGHTCLOUD system is prohibited. All content that is provided to RAB or actions that are performed via your account, whether provided or performed by you or your employees, contractors, or customers and end users, are your sole responsibility.
Monitoring and Enforcement. While not obligated to perform investigations, RAB may:
1. Investigate violations of this AUP or misuse of the LIGHTCLOUD system;
2. Investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity;
3. Remove, disable access to, or modify any content or resource that RAB believes violates this AUP or any other agreement RAB has with you for use of the LIGHTCLOUD system; or
4. Suspend or terminate access to the LIGHTCLOUD system for uses that violate this AUP or any other agreement RAB has with you for use of the LIGHTCLOUD system.
RAB may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. RAB's reporting may include disclosing information relating to your and your end users use of the LIGHTCLOUD system. RAB also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this AUP.
Modifications to the AUP. RAB may, in its sole and absolute discretion, modify this AUP from time to time by posting a modified version on the LIGHTCLOUD website. If you object to any such changes, your sole recourse shall be to cease using the LIGHTCLOUD system. Continued use of the LIGHTCLOUD system following notice of any such changes shall indicate your and your end users’ acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Contact us. To report abuse of this AUP or ask questions or provide comments about this AUP, please send an email to AUP@lightcloud.com.
IMPORTANT – READ CAREFULLY. This LIGHTCLOUD Hardware and Services Agreement (“Agreement“) is between RAB Lighting Inc. and you and governs your access to and use of our LIGHTCLOUD system. If you do not agree to these terms, you must not use the LIGHTCLOUD system under any circumstances. This Agreement takes effect the moment you access any part of the LIGHTCLOUD system. If the LIGHTCLOUD system will be used by a company or other legal entity, you represent to us that you are lawfully able to enter into this Agreement on its behalf. Regardless of your acceptance of this Agreement, we do not grant any license that was not obtained through one of our authorized distributors or to any software that was not legally acquired.
The LIGHTCLOUD system consists of our LIGHTCLOUD hardware, LIGHTCLOUD local services, and LIGHTCLOUD remote services. LIGHTCLOUD local services are accessed and used locally on the premises where your LIGHTCLOUD hardware is installed. LIGHTCLOUD remote services are accessed remotely and provided through the Internet. LIGHTCLOUD remote services are provided using the LIGHTCLOUD infrastructure, which includes physical servers and virtual servers, internet services, and other equipment and services. The LIGHTCLOUD system also includes the software used to provide LIGHTCLOUD local services and remote services, including software installed on LIGHTCLOUD hardware and software installed on the LIGHTCLOUD infrastructure. Support services for the LIGHTCLOUD system may include installation, configuration and maintenance services and technical support. Information about the LIGHTCLOUD system and support services is available at the LIGHTCLOUD website www.lightcloud.com.
1. License Grant. Provided that you have fully paid for the LIGHTCLOUD system and comply with this Agreement, we grant to you limited license to access and use the LIGHTCLOUD system solely for your internal business use and subject to the terms of this Agreement. This license is non-exclusive, non-transferable, and non-sublicensable. This license is granted during the LIGHTCLOUD subscription term that came with your LIGHTCLOUD hardware and any subscription renewal term that you purchase. You agree that this license is not a sale. You agree not to license, sell, rent or otherwise allow any third party to use the LIGHTCLOUD system other than your individual users. You agree not to use the LIGHTCLOUD system in a way that violates any law or the terms of this Agreement. You agree to be responsible for all use of the LIGHTCLOUD system by your users (including their compliance with this Agreement) and by others using the LIGHTCLOUD system through your account whether or not permitted by you. Use of the LIGHTCLOUD mobile application is governed by the LIGHTCLOUD Mobile Application End User License Agreement. Each individual user that installs the LIGHTCLOUD mobile application will be required to agree to the LIGHTCLOUD Mobile Application End User License Agreement. In order to access the features and functions of the LIGHTCLOUD mobile application, each individual user must have a registered user name and password. Your individual users will not be eligible to receive LIGHTCLOUD registered user names and passwords unless and until you accept the LIGHTCLOUD Master Services Agreement and complete registration of your LIGHTCLOUD online account.
2. Cooperation. We rely on various third party licensors, service providers, and other suppliers to provide hardware, software, services, and other materials for the LIGHTCLOUD system (our “Business Partners“). You agree to cooperate with us and our Business Partners and agree that we and our Business Partners can rely on the accuracy and completeness of all data, instructions, materials, and information that you provide. You represent and warrant to us that all information you provide to us is accurate and complete and that you have obtained all consents and licenses required for both of us to legally access and use all data and any other content you provide to us or use in connection with the LIGHTCLOUD system without infringing any ownership or intellectual property rights. You understand that the LIGHTCLOUD system may be impaired if you delay or refuse to assist us or if you provide us with inaccurate or incomplete information. The hardware, software, services, and other materials of our Business Partners may be subject to terms that are in addition to or different from this Agreement. You agree to comply with all terms imposed by our Business Partners and any breach of such terms is also a breach of this Agreement.
3. Agreement Term and Termination. This Agreement begins when you first receive, install, access or use any part of the LIGHTCLOUD system and continues until terminated as provided in this section. You may terminate this Agreement by providing us with written notice of termination. We may immediately (and without prior notice) terminate this Agreement if we discover that you provided us with false information, if you breach this Agreement, or if we have reason to believe that you have misused or will misuse the LIGHTCLOUD system. We may also terminate this Agreement for any reason (or no reason) by providing you with 30 days advance notice of termination and promising to refund to you the amount actually received by us for your LIGHTCLOUD system less a reasonable amount for your use. We may at our option require that you return the entire LIGHTCLOUD system (including all LIGHTCLOUD hardware) in order to receive a refund. Upon termination of this Agreement for any reason, the LIGHTCLOUD remote services will no longer be available and we will permanently erase all data stored on the LIGHTCLOUD infrastructure. All terms of this Agreement which, by their nature, are intended to survive termination will survive termination. These surviving terms include payment obligations, use restrictions, intellectual property terms, confidentiality obligations, indemnification obligations, disclaimers, exclusions and limitations of liability.
4. Remote Services Subscription. Your initial subscription term for LIGHTCLOUD remote services is the period included with your LIGHTCLOUD system (generally 10 years). The remote services subscription will continue for the initial subscription term and for each renewal subscription that you purchase. You may terminate your license to use LIGHTCLOUD remote services at any time and for any reason (or no reason) by providing us with a written notice of termination closing your remote services account. We may immediately (and without prior notice) suspend or terminate your access to and use of all or part of the LIGHTCLOUD remote services if we discover that you provided us with false information, if you breach this Agreement, or if we have reason to believe that you have misused or will misuse the LIGHTCLOUD system. We may also terminate your access to and use of all or part of the LIGHTCLOUD remote services for any reason (or no reason) by providing you with 30 days advance notice of termination and promising to refund to you the amount actually received by us for your LIGHTCLOUD remote services less a reasonable amount for your use. Upon termination of your LIGHTCLOUD remote services subscription for any reason, the LIGHTCLOUD remote services will no longer be available and we will permanently erase all data stored on the LIGHTCLOUD infrastructure.
5. Fees and Billing.
6. Compliance Measures. You will not attempt to circumvent or disable any security-related, management, or administrative features of the LIGHTCLOUD system including features that are designed to prevent unauthorized use. If you discover any breach of this Agreement, you will immediately remedy the breach give us written notice of the breach. We may conduct audits to ensure your compliance with this Agreement. If we audit your account, we will only examine information directly related to your use of the LIGHTCLOUD system in a manner that does not unreasonably interfere with your business operations. If the audit reveals any non-compliance, you will pay our auditing costs.
7. Support Services. You will not be eligible to receive LIGHTCLOUD support services unless and until you accept the LIGHTCLOUD Master Services Agreement and complete registration of your LIGHTCLOUD online account.
9. Intellectual Property Rights. The LIGHTCLOUD system is protected by various intellectual property laws. We and our Business Partners retain all rights, title and interest in and to all patents, copyrights, trademarks, trade names, trade secrets and other intellectual property rights to each part of the LIGHTCLOUD system, except for the limited license expressly granted to you in this Agreement. We exclusively own all right and title to any intellectual property developed by us or you in connection with the LIGHTCLOUD system. You agree to safeguard the LIGHTCLOUD system from infringement, misappropriation, theft, misuse or unauthorized access. You agree to promptly notify us if you become aware of any infringement of our intellectual property rights and fully cooperate with us, at our expense, in any legal action taken by us to enforce our rights.
10. Warranty Disclaimer.
11. Confidential Information. Neither of us will disclose each other’s Confidential Information except: (i) on a need-to-know basis in order to perform this Agreement and only to employees and agents who are subject to reasonable confidentiality restrictions; or (ii) as required by law or court order, provided that the party obligated to disclose gives the other party prompt notice so that the other party may seek a protective order or other remedy. Each party will use at least a reasonable degree of care to protect the other party’s Confidential Information. Any non-authorized uses of Confidential Information will be promptly reported, and all Confidential Information must be returned or destroyed at the termination of this Agreement. Confidential Information means information that a party takes reasonable measure to protect from disclosure. Confidential Information does not include information that is independently developed by the other party without the use of the disclosing party’s Confidential Information or is now or becomes generally known or available. The LIGHTCLOUD system and all related materials and services are our Confidential Information.
12. Indemnification. We will have no indemnification obligation of any kind, nor any other liability for any alleged infringement or misappropriation of third party rights by all or any part of the LIGHTCLOUD system, unless and until you accept the LIGHTCLOUD Master Services Agreement and complete registration of your LIGHTCLOUD online account. This section sets forth our entire liability and your sole remedy with respect to any alleged violation, infringement or misappropriation of third party rights by all or any part of the LIGHTCLOUD system. You agree to indemnify, defend and hold us and our Business Partners, employees, agents, shareholders, officers, directors, successors and assigns harmless from and against any and all claims, damages, liabilities, costs, settlements, penalties and expenses whatsoever as they become due arising out of or relating to any claim, threat or demand relating to: (i) a breach of this Agreement; (ii) any misuse of the LIGHTCLOUD system; (iii) any content or information provided by you or through your LIGHTCLOUD system or your LIGHTCLOUD account; (iii) any alleged or actual infringement or other misappropriation of any intellectual property or other proprietary right by you or through your LIGHTCLOUD system or your LIGHTCLOUD account; or (iv) your failure to use reasonable security precautions. We will notify you if indemnification is appropriate, and we will select defense counsel. You will have the right to approve any settlement, but you may not unreasonably withhold your approval.
13. Limitation of Liability. Except as expressly required by law without the possibility of contractual waiver: (a) neither we nor our Business Partners neither we nor our business partners (nor any of our or their employees, agents, representatives, or providers) will be liable for any punitive, indirect, consequential or special damages, or for any lost profits, lost data, lost business, lost revenues, damage to goodwill, lost opportunities or loss of anticipated savings, even if advised of the possibility of same, and regardless of whether the claims are based in contract, tort, strict liability, infringement, or any other legal or equitable theory; and (b) unless and until you accept the LIGHTCLOUD Master Services Agreement and complete registration of your LIGHTCLOUD online account, the aggregate liability of us and our Business Partners (and our and their employees, agents, representatives, and providers) under any theory of liability will not exceed the amount of one-hundred United States dollars ($100).
14. Export Regulation and US Government Rights. All or part of the LIGHTCLOUD system may be subject to US export control laws. You agree not to export or re-export, directly or indirectly, all or any part of the LIGHTCLOUD system outside the United States except as permitted under the U.S. Commerce Department’s Export Administration Regulations. All LIGHTCLOUD software is Commercial Computer Software under Federal Government Acquisition Regulations and agency supplements to them and is provided to the Federal Government and its agencies only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial computer software developed at private expense and not in the public domain.
15. Notices. Notices we send to you under this Agreement may be sent by mail or email to your last known mailing or email address at the time we send our notice. Any such notice will be deemed to be received when it is sent even if you do not actually receive it. Notices you send to us under this Agreement must be in writing and sent at your own cost by certified mail, return receipt requested, or nationally recognized courier (e.g., FedEx or U.P.S.) with a signature required to the following address and are effective when received: RAB Lighting Inc., 170 Ludlow Avenue, Northvale, NJ 07647, ATTENTION: LIGHTCLOUD NOTICE
16. Assignment. You may not assign this Agreement or resell the right to use all or any part of the LIGHTCLOUD system without our prior written consent except where: (a) the premises containing all of your LIGHTCLOUD hardware is sold in its entirety to a third party who is not one of our competitors; (b) such purchaser fully assumes this Agreement without modification; and (c) such purchaser notifies us in writing of the assignment and its assent to be bound within 30 days of purchase. We may assign this Agreement at any time. This Agreement will be binding upon and inure to the benefit of all of our and your successors and permitted assigns.
Important - Read Carefully. RAB Lighting Inc. (“RAB“) respects your privacy and is committed to protecting it through our compliance with this policy. This policy describes the types of information we may access or collect from you or that you may provide when you use the LIGHTCLOUD® system or visit www.lightcloud.com or www.rablighting.com (the “Websites“) and our practices for collecting, using, maintaining, protecting and disclosing that information.
This policy applies to information that RAB accesses or collects by virtue of your use of the LIGHTCLOUD system, on the Websites, in e-mail, text and other electronic messages between you and the LIGHTCLOUD system or the Websites including through the LIGHTCLOUD Mobile App. It does not apply to information collected by RAB offline, through any third party, including through any application content (including advertising) that may link to or be accessible from or on the LIGHTCLOUD system or the Websites, or through any other means, including on any other website operated by RAB or any third party (including any RAB affiliates).
RAB does not intend that the LIGHTCLOUD system or the Websites will be accessed or used by children under the age of 18, and such use is prohibited. RAB will promptly delete information associated with any account for which RAB obtains actual knowledge that the registered user is not at least 18 years old.
Collection of Personal Information and Do Not Track
User Access Controls
You are responsible for managing user access controls within the LIGHTCLOUD system including the LIGHTCLOUD Mobile App. You define the usernames, roles, and password characteristics (length, complexity, and expiration timeframe) for your users subject to RAB's requirements. You are entirely responsible for any failure by you, your agents, contractors or employees (including without limitation all of your users) to maintain the security of all usernames, passwords and other account information under your control. Except in the event of a security lapse caused by our gross negligence or willful action or inaction, you are entirely responsible for all use of the LIGHTCLOUD system through your usernames and passwords whether or not authorized by you and any charges resulting from such use. You will immediately notify RAB if you become aware of any unauthorized use of the LIGHTCLOUD system.
Use and Disclosure of Personal Information
RAB may use and disclose personal information for specific purposes, including without limitation:
RAB may disclose your personal information in order to enforce our LIGHTCLOUD Master Services Agreement, LIGHTCLOUD Mobile Application End User Agreement, LIGHTCLOUD Hardware and Services Agreement, LIGHTCLOUD Acceptable Use Policy or in urgent circumstances to protect personal safety, the public or RAB's websites or products. It is also possible that RAB may be required by law to disclose your personal information pursuant to judicial or other government subpoenas, warrants, or orders, potentially, in any location where RAB does business.
Correcting, Updating and Removing Personal Information
If a user's personal information changes or is incorrect, please contact AUP@lightcloud.com so that RAB may make any necessary updates or corrections. Additionally, in the event that a user of the LIGHTCLOUD system or Websites provides personal information and later wishes to have RAB remove the personal information, please contact AUP@lightcloud.com in order to do so.
Data Security and Integrity
RAB has put in place certain technological and procedural security functions in order to protect the personal information it collects, uses or transfers from loss, misuse, alteration or destruction. In addition, RAB will use reasonable efforts to remove a user’s personal information when it is no longer required for the purposes set forth above. However, RAB cannot guarantee that any loss, misuse, alteration, destruction or retention will or will not occur, and makes no representations to this effect. RAB also cannot (and does not) make any guarantees or representations with respect to, or assume any responsibility for, the security of any devices not provided by RAB (including your personal cellular device or computer), any infrastructure or materials not exclusively controlled by RAB or with respect to the Internet in general.
Third Party Websites
The Websites may provide links to third party websites. RAB does not make any representations or warranties with respect to such third party websites. Users of the Websites should be aware that the owners and operators of third party websites might collect, use or transfer personal information under different terms and conditions than RAB. Upon linking to a third party website, users should inform themselves of the privacy policies of such third party web sites.
The following warranties apply to RAB Lighting Inc. (“RAB“) products and services (except LIGHTCLOUD products and services) that meet all of the following conditions: (a) the product was purchased by a contractor on behalf of the end-user or by the end-user from an authorized RAB distributor who purchased the product directly from RAB and from no other source; (b) if the product has been installed, the entire installation was performed by a licensed electrician or under the supervision of a licensed electrician and the product was in its original, unopened and new condition at the time of installation. By way of example only and not in limitation, products purchased from anyone other than RAB or its authorized distributors, including from third party resellers on-line through Amazon, EBay or any other service, are not covered by any RAB warranty. LIGHTCLOUD products and services are warranted under the LIGHTCLOUD Master Services Agreement or, if the customer has not entered into the LIGHTCLOUD Master Services Agreement, the LIGHTCLOUD Hardware and Services Agreement.
RAB disclaims all representations and warranties with respect to all other products, including without limitation products that have been purchased from any person or entity other than an authorized RAB distributor, or installed by any person or entity other than a licensed electrician or under the supervision of a licensed electrician, and all products that are used or are otherwise not in their original RAB packaging at the time of installation.
General Product Warranty. Each RAB product will be free from defects in materials and workmanship for a period of one (1) year from the date of delivery to the end-user. Powder Coat paint finish on products other than natural aluminum or brass will not exhibit cracking, peeling, excessive fading or corrosion during the warranty period.
Five (5) Year No-compromise LED Product Warranty. Each RAB LED product other than the specific LED products expressly identified below which are covered by the warranty associated with those products, including the LED electronics and components of its properly installed LED product will be free from defects in materials and workmanship for a period of five (5) years from the date of delivery to the end-user. Exceptions apply as defined in product specification sheets which are incorporated herein by reference. Defects in material or workmanship do not include improper installation or operation, alterations, power surges or overheating due to external conditions.
The 5 Year No Compromise LED Product Warranty includes the following performance criteria:
This is limited to the repair and replacement of parts or the product and potential in RAB's discretion for necessary costs of services required to repair properly installed RAB LED products. If the RAB LED product fails the above warranty, RAB will provide at least one of the following remedies subject to all limitations stated herein with no other obligations:
A RAB LED product can be returned to the original place of purchase for immediate replacement; or RAB can directly ship the replacement product
Warranty Claims can be made contacting RAB Customer Service at 1-888-722-1000 Monday - Friday 8:00 am to 8:00 pm Eastern time. RAB may request the product be returned or discarded, depending on criteria determined by RAB at the time of the claim.
Five (5) Year Limited LED Product Warranty. Each RAB LED product in the Product Lines identified below, including the LED electronics and components of its property installed LED product will be free from defects in materials and workmanship for a period of five (5) years from the date of original sale. The product shall be considered defective only if 10% or more of the LED components fail for such product.
Exceptions apply as stated on product specification sheets incorporated herein by reference. Defects in material or workmanship do not include improper installation or operation, alterations, power surges or overheating due to external conditions.
This Limited RAB LED Warranty covers the following performance criteria (and no other criteria):
RAB Product Lines covered by the Five (5) Year Limited LED Product Warranty include:
RAB will replace these products with the same model or issue a credit for the purchase price of the product that fails to meet this Limited Warranty and not provide any other remedies. A RAB LED product can be returned to the original place of purchase for immediate replacement; or RAB can directly ship the replacement product.
Warranty Claims can be made contacting RAB Customer Service at 1-888-722-1000 Monday - Friday 8:00 am to 8:00 pm Eastern time. RAB may request the product be returned or discarded, depending on criteria determined by RAB at the time of the claim.
Ten (10) year Warranty. The No-compromise Warranty for LED Products shall apply to the following RAB products except that the warranty period will be ten (10) years rather than the standard five (5) year period.
Ten (10) Year Limited LED Product Warranty. The 5 year Limited LED Product Warranty shall apply to the following RAB products except that the warranty period will be ten (10) years rather than the standard five (5) year period.
RAB Product Lines covered by the Ten (10) Year Limited LED Product Warranty include:
Pole Warranty. Each RAB Pole will be free from defects in materials and workmanship for a period of (1) year from the date of delivery to the end-user. Powder Coat paint finish on products other than natural aluminum or brass will not exhibit cracking, peeling, excessive fading or corrosion during the warranty period. Poles must be installed by a properly insured and licensed contractor using the supplied anchor bolts and mounting templates. The information provided in the RAB Pole Order Form is critical in determining the location, conditions, intended use, and other requirements ("Application Specification") with respect to the use and installation of a pole product. Using a pole product in any manner other than as disclosed in the Application Specification automatically voids the warranty and may cause failure resulting in injury, death or significant property damage.
Sensor Warranty. Each RAB Sensor will be free from defects in materials and workmanship for a period, starting from the date of delivery to the end-user, defined as follows:
Exceptions and Other Limitations. None of the warranties stated herein shall apply and RAB makes no representations or warranties with respect to:
Remedy. RAB's obligations for breach of warranty shall be limited to what is stated in the relevant warranties above and provided that buyer gives RAB written notice and returns the defective product to RAB in accordance with RAB's return material authorization (RMA) policies, and RAB confirms the defect. Except as otherwise stated herein and approved by RAB's in advance of any costs, Buyer is responsible for all costs to de-install defective products and re-install replacement or repaired products and RAB shall not be liable for labor or other costs related to de-installation or re-installation.
Disclaimer. The foregoing warranties are in lieu of, and RAB expressly disclaims, all other representations, guarantees and warranties, express or implied in fact or by law, including without limitation all warranties of merchantability or fitness for a particular purpose or otherwise. The foregoing warranties state RAB's entire and exclusive liability, and buyer's sole and exclusive remedy, in connection with the products and all parts, their design, suitability for use, installation and operation.
Limitation of liability. RAB shall not be liable under any theory of relief, including without limitation breach of warranty, breach of contract, tort (including negligence), strict liability, or otherwise, arising out of or related to any breach of warranty, any RAB products and the use thereof, or any other acts or omissions of RAB for: (i) any indirect, incidental, special or consequential damages, whatsoever (including without limitation, loss of anticipated value of a business or its reputation) or (ii) any damage or loss in excess of the price actually paid by buyer to the authorized RAB distributor for the products that caused the damages. Any action by buyer must be commenced within one year after the cause of action has accrued.
Miscellaneous. These product warranty terms shall be governed by the laws of the State of New York. Buyer consents to the personal jurisdiction and venue of the courts of the State of New York. Any legal or equitable claim of any nature arising hereunder shall be filed and maintained in the state or federal courts in the State of New York and buyer agrees that such courts are a convenient forum for adjudication. In the event that suit is necessary to recover amounts owed RAB, buyer shall be liable for reasonable attorney's fees, interest and costs of collection. No agreement or understanding varying the terms and conditions hereof shall be binding upon RAB or buyer unless in writing and signed by duly authorized representatives of both parties. These product warranty terms shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
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