RAB Lighting Inc. ("RAB") maintains the www.rablighting.com website and the www.lightcloud.com website (each the “Site“) for your informational use. Your access and use of the Site is subject to the following terms and conditions (“Terms and Conditions”), RAB's Privacy Policy which is incorporated herein by reference, and all applicable laws. By accessing and browsing the Site, you accept, without limitation or qualification, these Terms and Conditions. If you are unable or unwilling to accept these Terms and Conditions, you must leave the Site immediately.

Use of Information. RAB authorizes you, subject to the limitations that follow and provided that you are in compliance with RAB's Minimum Advertised Pricing and Internet Advertising Policy, to view and download certain information available at the Site. This information may consist of technical specifications, product literature, and other materials relating to products and services of RAB (collectively “RAB Lighting Information”). You may not remove any copyright, patent, trademark, or other proprietary notices present on or near RAB Lighting Information. You may not modify RAB Lighting Information in any way. You may not use, reproduce, distribute, transmit, or publicly display RAB Lighting Information for any commercial purpose, unless expressly authorized in writing in a separate agreement by RAB. The permission granted in these Terms of Use is personal to you and not transferable. RAB Lighting Information is protected by intellectual property laws, and any unauthorized use of such information may violate applicable law in addition to this agreement. For example and without limitation, you are not authorized to use RAB Lighting Information in connection with any violation of RAB's Minimum Advertised Pricing and Internet Advertising Policy and RAB reserves all available rights and remedies with respect to such unauthorized use, including without limitation the right to seek damages and injunctive relief for infringement of RAB copyrights and trademark rights.

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.

1. Scope. These Sales Terms (the “Terms”) 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 terms or conditions of these Terms conflict with any terms of Buyer's order, these Terms 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 or they will not be 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.

2. Payment Terms. Unless otherwise expressly agreed in writing by RAB, payment is due 30 days after the invoice date. If 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.

3. 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 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.

4. 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 by reference.

5. 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.

6. 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  using carriers chosen by RAB. 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.

7. 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 ship products 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.

8. Minimum Billing. The minimum billing amount for all orders is $150 net from factory and $100 net from RAB warehouses, plus transportation charges. Orders received for lesser amounts will be invoiced at the minimum billing amount.

9. 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, 408 W 14th St, New York, NY 10014, in writing within 30 days of receipt of shipment.

10. Return Policy. Except as provided below, products may not be returned without prior written approval issued by RAB in its sole and absolute discretion.

11. Defective Goods. Contact with RAB must be established in the case of defective goods. RAB may require information to determine the warranty status of the defective goods.  Once RAB determines warranty status, RAB will, in compliance with the warranty, determine if the goods need to be returned or scrapped.  If RAB requires return of defective goods, all items must be sent to a RAB specified location, freight prepaid.  

12. Order Entry/Shipping Errors and Incorrectly Ordered Goods. Call RAB for authorization to return. If return was caused by RAB error, full credit will be allowed. If an order was placed in error or incorrectly, RAB may accept or reject the return in its sole discretion and issue a credit. If RAB accepts the return, RAB may deduct the original freight cost from the credit.

13. Inventory Adjustments. Contact with RAB must be established to return goods.  RAB may accept or reject the return in its sole discretion and issue a credit. If RAB accepts the return, RAB may require an offsetting order in the same amount as the returned goods.  Any approved return must be received freight prepaid, in perfect condition, and in undamaged, unopened original cartons. Approved returns may be subject to as much as a 35% restocking charge, which will be deducted from the return credit amount.

14. Credits. Credits issued by RAB for any reason must be used within one (1) year after the credit is issued. Credits that are not used within such one (1) year period will be deemed forfeited by Buyer without notice.

15. Product Warranties. The RAB Lighting Product Warranties are incorporated into these Terms 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 Buyer’s sole and exclusive remedy, in connection with the products or parts, their design, suitability for use, installation or operation.

16. 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 lost profits, 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.

17. 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 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.

18. 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.

19. Force Majeure. RAB shall not be liable or responsible to Buyer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond RAB’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, public health emergencies, or other civil unrest; (d) statute, law, ordinance, regulation, code, treaty, or common law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any federal, state, local, foreign government or quasi-government authority; (g) national or regional emergency; (h) strikes, labor stoppages, or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities.

20. Miscellaneous. These Terms, 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. These Terms 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. If suit is necessary to recover amounts owed to 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. These Terms will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Buyer acknowledges and agrees that (i) RAB retains all rights and interests, free and clean of any liens and encumbrances in favor of Buyer or Buyer’s customer, in and to the Environmental Attributes that may be associated with products purchased from RAB, and (ii) such products may not be enrolled or included by Buyer or Buyer’s customer in an incentive program pursuant to which any Environmental Attributes related thereto are transferred to another person, other than a utility or other similar ratepayer funded program. “Environmental Attributes” means all characteristics that enable the energy that RAB products produce, consume, or avoid consuming to qualify for incentives or payments, and includes all the products’ benefits to the environment, including, but not limited to, avoided emissions or other impacts to air, water, or soil that may occur through the products’ displacement of nonrenewable and less environmentally friendly energy sources; provided, however, that Environmental Attributes does not include rights to claim or receive any incentives or payments under ratepayer-funded incentive programs sponsored by electric or natural gas utilities and tax credits. Some examples of Environmental Attributes are:  rights to claim or receive any incentives or payments offered by regional transmission organizations, independent system operators, grid companies, or local, state, federal, or international governmental and non-governmental organizations; carbon trading credits; energy efficiency resources; and emissions reduction credits.

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 proprietary online store residing at www.abc- company.com. Unless Buyer is a participant in RAB’s Amazon Re-Seller Program, no Buyer may advertise or sell RAB Products on any other websites, including with limitation on Amazon, Ebay, Lowes, Home Depot, Walmart or any other website. 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:

1. Where a ‘‘coupon,’’ rebate or a discount for use with RAB Products is advertised, the value of the coupon or that discount will be subtracted from the listed advertised price to determine the Net Price.
2. Where an offer of ‘‘free shipping’’ or reduced shipping costs applicable to RAB Products is advertised the value of such an offer of reduced shipping costs will not be subtracted from the listed advertised price to determine the Net Price.
3. Where the MAP price is crossed out, the customer is asked ‘‘to call for price,’’ or any other means is used to indicate that the actual price may be less than the MAP price, such practices are considered advertising or promotion within the meaning of this Policy.

5. If Buyer violates this Policy, RAB reserves the right to require Buyer to refrain from advertising RAB Products and to cease advertising or selling RAB Products through any Internet website for a period of six (6) months, and Buyer agrees to comply with such requirement. Furthermore, any violation of this Policy will result in the automatic and immediate termination without notice of the license granted under the RAB Website Terms of Use to use technical specifications, product literature, and any other materials relating to RAB Products that are contained in or made available on the RAB website.

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.

PROHIBITED USE AND CONTENT. You may not upload content or use the Lightcloud system in a manner that RAB believes:

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:

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.

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:
    • Accessing or using any System without permission, including attempts to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System;
       
    • Monitoring data or traffic on a System without permission;
       
    • Forging packet or email headers, or any part of a message describing its origin or route;
       
    • Uploading content that contains viruses, worms, corrupt files, Trojan horses, or other forms of corruptive code, or any other content that may compromise a System; or
       
    • Hacking, destabilizing, or adapting a System, or altering another website to falsely imply it is affiliated with a System;
       
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:
    • Monitoring or crawling a System so that such System is impaired or disrupted;
       
    • Conducting denial of service attacks;
       
    • Intentionally interfering with the proper functioning of any System, including any deliberate attempt to overload a system by any means;
       
    • Operating network services like open proxies, open mail relays, or open recursive domain name servers; or
       
    • Using means (manual or electronic) to avoid any use limitations placed on a System, such as access and storage restrictions;
       
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.

5. 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 Master Services Agreement (“Agreement”) is between RAB Lighting Inc. and you and governs your access to and use of our Lightcloud system. By completing the Lightcloud account registration process and clicking “I agree,” you accept all of the terms of this Agreement. If you do not agree to these terms, you must not proceed with registering your Lightcloud services account. 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 includes our Lightcloud hardware and Lightcloud services. Lightcloud services include local control services that are accessed locally on the premises where your Lightcloud hardware is installed and remote control services that are accessed remotely and provided through the Internet. Lightcloud hardware includes enabled devices (such as controllers, sensors, dimmers, and fixtures) and management devices (such as gateways and hubs). The Lightcloud system also includes the Lightcloud infrastructure and Lightcloud software. Lightcloud infrastructure includes physical servers and virtual servers, internet services, and other equipment and services used to provide Lightcloud services. Lightcloud software includes software used to provide Lightcloud services including software installed on Lightcloud hardware and software installed on the Lightcloud infrastructure. Depending on the support level, 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 a limited license during the applicable subscription period to access and use the Lightcloud system features and functions included with your Lightcloud hardware purchase (“Included Features”) solely for your internal business use and subject to the terms of this Agreement. We may offer additional Lightcloud features or functions that are priced separately from the Included Features and may have a shorter subscription term (“Add-On Features”). Provided that you have fully paid for such Add-On Features and comply with this Agreement, we grant to you a limited license during the applicable subscription period to access and use such features and functions solely for your internal business use and subject to the terms of this Agreement. You agree that each of these licenses is not a sale and is non-exclusive, non-transferable, and non-sublicensable. 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 username and password. RIGHTS RESERVED. NO IMPLIED RIGHTS OR LICENSES ARE GRANTED AND SEPARATE LICENSE OR OTHER RIGHTS MAY BE NEEDED UNDER PATENTS OWNED OR CONTROLLED BY THIRD PARTIES TO USE THIRD-PARTY PRODUCTS IN COMBINATION WITH THESE PRODUCTS IN A WIRELESS MESH NETWORK OR TO USE THIRD-PARTY SERVICES TO ACCESS, MONITOR OR CONTROL THESE PRODUCTS IN A WIRELESS MESH NETWORK VIA THE INTERNET OR ANOTHER EXTERNAL WIDE AREA NETWORK.
    
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 on the date you complete the Lightcloud online account registration process and click “I accept” 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 all or any part of your Lightcloud hardware in order to receive a refund. Upon termination of this Agreement for any reason, we may permanently erase all of your 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. Subscription Period. Your initial subscription period for Included Features is the period included with your Lightcloud management device purchase. The initial subscription term for Add-On Features is the period for which you have paid for such Add-On Features and may be shorter than the subscription term for Included Features. Each services subscription will continue for the initial subscription period and for each renewal subscription period that you purchase. You may terminate your license to use Lightcloud services at any time and for any reason (or no reason) by providing us with a written notice of termination closing your services account. We may immediately (and without prior notice) suspend or terminate your access to and use of all or part of the Lightcloud 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 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 the terminated services less a reasonable amount for your use. Upon termination of your Lightcloud services subscription for any reason, we may permanently erase all of your data stored on the Lightcloud infrastructure.
    
5. Support Services. We will provide the maintenance and support for the Lightcloud system included with your Lightcloud management device purchase (“Included Support”) during the subscription period of your Included Features. We may offer premium support or implementation services that are priced separately from Included Support and may have a shorter subscription period (“Premium Support”). We may suspend all or part of the Lightcloud services without liability or prior notice to you in our discretion in order to maintain (e.g., modify, upgrade or repair) the Lightcloud infrastructure, as required by law, or as necessary or advisable to protect the Lightcloud system from unauthorized access or an attack. However, we will attempt to give you advance notice of any such suspension. Unless you have purchased a Premium Support plan that includes live support, the Lightcloud system will generally be provided without live support and support will be limited to the online resources we make available to you on the Lightcloud website. We may modify the Lightcloud system (including features, content or functionality) at any time and without advance notice, provided we do not materially decrease the functionality or performance of the Lightcloud system during your initial Included Support period. Notice of a change may be posted on the Lightcloud website and your continued use of the Lightcloud system after such notice will constitute your acceptance of the change.
    
6. Fees and Billing.
    
   1. You agree to pay all fees associated with your access to and use of the Lightcloud system including all fees associated with Add-On Features, Premium Support, and renewal periods that you elect to purchase. Our fees may change in our sole discretion. Changes in fees will apply to new purchases and renewals after the date of the changes.You may be required to pay any additional governmental or quasi-governmental taxes, fees, or assessments during the term of this Agreement in order to continue using the Lightcloud system. Fees that are not disputed within 30 days of the date on which they are charged will be conclusively deemed to be accurate. If for any reason we cannot process your credit card or you fail to make a payment, you agree to pay our costs of collection, including all reasonable attorneys’ fees and expenses. We may charge interest on overdue fees at the lesser of 1.5% per month or the maximum rate permitted by law. It is your sole responsibility to provide accurate billing contact information in your online account registration and to keep the information updated in your online account.
       
   2. Credit card payments will be processed by one of our Business Partners. All payment information that you provide through the Lightcloud website will be transmitted directly to our Business Partners over a secure connection. We will not record your credit card number, expiration date, or CVV number. However, this information may be stored by our Business Partners in the normal course of their business, or as required or authorized by law or Payment Card Industry (PCI) standard.
       
   3. All fees are exclusive of any transaction, local, value-added, sales, service or other taxes that we are required to collect and you agree to pay all such taxes. If you are exempt from paying taxes on all or any part of the Lightcloud system, it is your responsibility to provide us with reasonable proof of your tax exempt status. You will not be responsible for taxes on our income.
       
7. 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.
    
8. Acceptable Use Policy and Privacy Policy. The Acceptable Use Policy and the Privacy Policy posted on the Lightcloud website are part of this Agreement. We may change the Acceptable Use Policy and the Privacy Policy by posting a modified version on the Lightcloud website. You agree that you will comply with the Acceptable Use Policy and the Privacy Policy.
    
9. Intellectual Property Rights.
    
   1. 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 including all suggestions for improvements and other feedback relating to the Lightcloud system, and you hereby assign to us all such copyrights, trademarks, trade secrets, inventions, patents and other intellectual property rights. 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.
       
   2. Information that you or your users submit, post or otherwise transmit using the Lightcloud system and is unique to you is your data. You hereby grant to us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, modify, prepare derivative works of and otherwise use and display your data in connection with your use of the Lightcloud system. Your data that we de-identify and aggregate with other data, all Lightcloud system usage data, and all other data relating to the performance of the Lightcloud system, is our data that we may reproduce, distribute, modify, prepare derivative works of and otherwise use and display without restriction.
       
   3. Unless and until you notify us otherwise in writing, you grant us the limited right and license to list you as a customer and use your logo on our websites, on publicly available customer lists, in media releases and in marketing communications. As soon as reasonably practicable after receipt of a notice terminating this limited right, we will cease using your name and logo; provided that we will have no obligation to remove your name or logo from pre-existing printed materials and may continue to distribute such materials.
       
10. Warranty and Disclaimer.
     
    1. During the initial subscription period of your Included Features or such other period as stated in the documentation provided with your Lightcloud hardware, we warrant to you that the Included Features, unmodified, properly installed, and used in compliance with this Agreement and all Lightcloud documentation, will materially conform to the applicable Lightcloud End User Manual. The Lightcloud documentation includes the document that we designate as the Lightcloud End User Manual and all other materials provided by us that describe the installation or use of the Lightcloud system.
        
    2. Our sole and exclusive obligation and your sole and exclusive remedy for any breach of Lightcloud warranty is to, at our option, either replace, repair or correct the non-conformity within a reasonable time, or terminate this Agreement and refund to you the fees actually received by us less a reasonable amount for your use. All warranty claims are subject to the time and other limitations described on the Lightcloud website. We may at our option require that you return all or any party of your Lightcloud hardware in order to receive a refund. Certain Lightcloud hardware may be sold with additional and different warranties governing aspects other than the included Lightcloud features and functions, such as warranties on driver life and against corrosion. All such warranties are subject to their applicable terms and conditions and do not extend or expand any Lightcloud warranty.
        
    3. Our warranty applies solely to (and we are only responsible for) the aspects of the Lightcloud system under our exclusive control. We make no warranties on (and assume no liability for) any hardware, software, services or other materials provided by our Business Partners or any other party, but we will pass through to you any warranty from our Business Partners that we are permitted to pass through. You acknowledge that a governmental entity may intercept your data or require us to disclose your data. You acknowledge that the Lightcloud infrastructure includes systems controlled by third parties and neither we nor our Business Partners are responsible for the performance of such systems or any negative impact on you. You further acknowledge that the use of certain wireless services may be restricted or prohibited in or around particular environments, including, for example, airports, aircraft, hospitals and war zones. You agree to comply with all such restrictions.
        
    4. Except as expressly provided in this Agreement, or as expressly required by law without the possibility of contractual waiver, we and our Business Partners disclaim all representations and warranties, express and implied, including the warranties of merchantability, fitness for a particular purpose, non-infringement, title, data security and any warranties arising from a course of dealing, usage or trade practice. You acknowledge that internet accessibility carries with it the risk that your privacy, confidential information and property may be lost, destroyed or compromised. You acknowledge that neither we nor our Business Partners (nor any of our or their employees, agents, representatives, or providers) is an insurer of or against any potential or actual loss or damage to person or property that may occur in or at the premises where the Lightcloud system is installed or used, whether as a result of burglary, theft, fire, smoke, carbon monoxide poisoning, physical harm to any person, entry in or onto such premises, the conduct of any persons in or on such premises, or otherwise. You acknowledge that the payments you make in connection with the Lightcloud system are not related to the value of any such premises, your possessions, or the persons occupying or at any time present in or on the premises.
        
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 by Us. During the initial subscription period of your Included Features, we will defend you against third-party lawsuits claiming that the Lightcloud system infringes any U.S. patent, copyright, or trademark that was valid and enforceable on the date your purchased your Lightcloud hardware, and we will pay any damages or costs finally awarded against you by a court of final jurisdiction with regard to such claim, or amounts we agree to pay in settlement of the claim. These obligations do not apply to any part of the Lightcloud system that is: (i) modified by anyone other than us or our agents if the alleged infringement relates to that modification; (ii) created according to a plans or specifications created or provided by you or on your behalf; (iii) combined with other services, hardware, software, or materials where the alleged infringement relates to that combination; (iv) used by you after being notified of the alleged infringement or after being informed of modifications that would have avoided or mitigated the alleged infringement; (v) not used in accordance with this Agreement and the Lightcloud documentation; or (vi) provided by any of our Business Partners. If any portion of the Lightcloud system becomes, or in our opinion is likely to become, the subject of an allegation, demand, claim or action described above, we may, at our option: (vii) modify the Lightcloud system so it is non-infringing, provided such modification does not substantially adversely affect the functionality of the Lightcloud system; (viii) procure the right for you to continue using the Lightcloud system; (ix) replace the affected portion of the Lightcloud system with substantially equivalent equipment or services that are non-infringing and non-misappropriating; or (x) if we decide none of the foregoing is commercially practicable, require you to stop using the Lightcloud system, terminate this Agreement and refund to you the fees actually received by us less a reasonable amount for your use. We may at our option require that you return all or any part of your Lightcloud hardware in order to receive a refund. 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.
     
13. Indemnification by You. 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.
     
14. Limitation of Liability. Except as expressly required by law without the possibility of contractual waiver: (a) 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) 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 we actually received for the portion of the Lightcloud system that caused the damages.
     
15. 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.
     
16. Notices. Notices we send to you under this Agreement may be sent by mail or email to your mailing or email address provided in your Lightcloud online account at the time we send our notice or, if your Lightcloud online account is closed, to the last known mailing or email address. You are responsible for keeping your mail and email addresses current and accurate at all times. 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., 408 W 14th St, New York, NY 10014, ATTENTION: LIGHTCLOUD NOTICE
17. 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.
     
18. Miscellaneous.
     
    1. If any portion of this Agreement is held invalid or unenforceable, that portion may be modified only to the extent necessary for enforcement, will be enforced to the maximum extent permitted by law, but will have no impact on the enforceability of the rest of this Agreement. Conduct notwithstanding, no waiver of any provision of this Agreement will be effective unless in writing signed by the waiving party. Waiver will be limited to the terms contained in any such writing. This Agreement will be construed and interpreted in a neutral manner, and nothing in this Agreement will prevent us from seeking immediate injunctive relief against you in any courts having jurisdiction over you. The headings of this Agreement are inserted only for convenience and will not be construed as a part of this Agreement. References to the singular include the plural and vice versa. The terms “include,” “includes,” and “including” are not limiting.
        
    2. All remedies available to us will be cumulative, and the specification of a remedy will not preclude us from pursuing other remedies available at law or in equity. Neither party will be liable by reason of any failure of performance hereunder (other than failure to pay) if such failure arises out of causes beyond its reasonable control, despite its reasonable efforts and without its fault or negligence.
        
    3. The laws of the State of New Jersey, without reference to its choice of law principles and without application of the Uniform Commercial Code as adopted in New Jersey or the United Nations Convention on Contracts for the Sale of Goods, govern this Agreement and any claims arising out of or relating to this Agreement or our relationship. All such disputes must be resolved in the state or federal courts of New Jersey, and each of us irrevocably consents to the exclusive venue and personal jurisdiction of those courts. The prevailing party in any action under this Agreement will be entitled to recover its reasonable costs and attorneys’ fees. Each party irrevocably waives its right to a trial by jury in any such action or proceeding.
        
    4. Our relationship is that of independent contractors. We are not your bailee or warehouseman with respect to any information. You have no right to access our premises or any part of the Lightcloud infrastructure. Business Partners may be intended beneficiaries of this Agreement to the extent of and with respect to the products, services or other materials supplied by the Business Partner. Other third parties (including your individual users) are not third-party beneficiaries of this Agreement.
        
    5. This Agreement and the Lightcloud Hardware and Services Agreement are the final and entire agreement between us regarding their subject matter and they supersede any prior or current written or oral understandings. If there are conflicting terms, the following order will govern: an addendum signed by us and by you, this Agreement, the Acceptable Use Policy, the Privacy Policy, and lastly the Lightcloud Hardware and Services Agreement. We may amend this Agreement by notifying you in writing or by posting the modified version on the Lightcloud website. You will be deemed to have accepted an amendment to this Agreement, and the amendment will be effective, on the earlier to occur of your acceptance of the amended terms by clicking an online confirmation or acceptance button or an acceptance link provided in an email we send to you or 30 days after we post the amended version on the Lightcloud website.

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 one of our websites including www.rablighting.com and www.lightcloud.com (the “Website”) 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 Website, in e-mail, text and other electronic messages between you and the Lightcloud system or the Website 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 Website, or through any other means, including on any other website operated by RAB or any third party (including any RAB affiliates).

Please read the policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, do not use the Lightcloud system or the Website. By accessing or using the Lightcloud system or the Website, you agree to this privacy policy. RAB may, in its sole and absolute discretion, modify this Privacy Policy from time to time by posting a modified version on the Website. If you object to any such changes, your sole recourse shall be to cease using the Lightcloud system and the Website. Continued use of the Lightcloud system or Website following notice of any such changes shall indicate your and your end users’ acknowledgement of such changes and agreement with such changes.

RAB does not intend that the Lightcloud system or the Website 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

RAB collects personal information from users of the Lightcloud system. RAB may collect basic contact information such as name, address, e-mail address, login credentials, telephone and fax numbers. RAB may collect such personal information as part of the registration process for certain areas of the Lightcloud system. RAB may also collect personal information when users submit comments or other messages to RAB through the Website. Additionally, RAB or its third party vendors may collect personal information through the Website by using web cookies and web beacons. If you do not want to receive a cookie, you may set your browser to refuse cookies or to notify you when you receive a cookie, which you may then refuse upon such notice. RAB does not track its customers over time and across third party websites to provide targeted advertising and therefore does not respond to Do Not Track (DNT) signals. If you do not agree with RAB’s policy not to honor Do Not Track, your only remedy is to stop using the Website.

Collection of Usage Information and Data

RAB collects information and data that you or your users submit, post or otherwise transmit using the Lightcloud system. Third-party vendors may also collect information and data. You hereby grant to us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, modify, prepare derivative works of and otherwise use and display your data in connection with your use of the Lightcloud system. Your data that we de-identify and aggregate with other data, all Lightcloud system usage data, and all other data relating to the performance of the Lightcloud system, is our data that we may reproduce, distribute, modify, prepare derivative works of and otherwise use and display without restriction.

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:

• For compiling aggregate statistics of the use of the Lightcloud system and Website;
• For maintenance and administration of the Lightcloud system and Website;
• To follow up on comments and other messages that users submit to RAB through the Lightcloud system and Website;
• For direct marketing and promotional efforts by or on behalf of RAB (unless the user opts-out of receiving such information);
• To contractors or other third-party suppliers RAB uses to support its business;
• To a buyer or other successor in the event of a merger; divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of RAB’s assets;
• For contacting and recruiting individuals who submit résumés through RAB or a third party's web site;
• To fulfill the purpose for which you provide it;
• For any other purpose disclosed by RAB when you provide the information; and
• With your consent.

Legal Disclosures

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 privacy@lightcloud.com so that RAB may make any necessary updates or corrections. Additionally, in the event that a user of the Lightcloud system or Website provides personal information and later wishes to have RAB remove the personal information, please contact privacy@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 Website 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 Website 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.

Contact Us

If you have any questions or concerns regarding the Lightcloud Privacy Policy, please contact us at privacy@lightcloud.com.

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 are not covered by any RAB warranty. Further products purchased on Amazon from a company that is not authorized by RAB to sell on Amazon 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 original sale to a RAB distributor. 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) from the date of original sale to RAB’s distributor. 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.

LED Lamp Product Warranty. All RAB LED lamp products are covered under the same terms and conditions as the Five Year No-Compromise LED Product Warranty except that the duration of time is that period of time specified in that lamp product’s specification sheet and is subject to any other exceptions identified on those specification sheets and brochures for same.

The 5 Year No Compromise LED Product Warranty includes the following performance criteria:

• LED Light Output will be maintained above 70% of initial output
• LED color temperature will not shift more than 200K in CCT
• LED driver will operate within RAB specifications
• Fixture finish will not exhibit cracking, peeling, excessive fading or corrosion (excluding natural aluminum or brass products) 

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:

1. Provide a replacement RAB LED product; or
2. Potentially contribute to the cost of a technician for the repair or replacement of a defective RAB LED product subject to RAB's sole discretion; or
3. Upon returning the covered LED product, refund the purchaser the purchase cost for the covered LED product and potentially reimburse the purchaser the reasonable, customary, and necessary costs for replacing the product with an alternative product in RAB's sole discretion;
4. Potentially contribute to the cost of a lift rental, if deemed necessary by RAB and in RAB's sole discretion
5. PRE-APPROVAL IS REQUIRED BEFORE ANY BILLABLE SERVICE IS PERFORMED OR EXPENSES FOR EQUIPMENT OR SERVICES IS INCURRED.

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 properly 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 to RAB’s distributor. The product shall be considered defective only if 10% or more of the LED components fail for such a 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):

• LED driver will operate within RAB specifications
• 90% or more of the LED components will be free of defects
• Fixture finish will not exhibit, peeling or corrosion (excluding natural aluminum or brass products)

RAB Product Lines covered by the Five (5) Year Limited LED Product Warranty include:

• LOTBLASTER Area Lights
• LESLIE Floodlights
• PIPXL Floodlights
• PIP Floodlights
• BRISK Wallpacks
• AEROBAY Linear High Bay
• HAYBAY High Bay
• SEAL Linear Washdown
• STRP-LED Strip Lights
• GUS JR Wraps
• FLEXICOVE LED Cove Lights
• T34 LED Panels
• X34 LED Floodlights
• W34 LED Wall Packs
• WP123 XFU LED Wall Packs
• WP123 FA LED Wall Packs
• X17 FA LED Floodlights
• X17 XFU LED Floodlights
• SLIM17 FA LED Wall Packs
• BRISK17 FA LED Wall Packs
• A17 FA LED Area Lights
• DISK34 Surface Mounts
• X34 Floodlights
• L34 High Bays
• H17 High Bays
• PARK34 Garage Lights
• T34 Field Adjustable Panels
• SEAL Field Adjustable
• RBAY17 High Bays
• YBLED Yardblaster
• SWISH34
• SR Strip
• GUS17
• W34
• X22
• BOA
• VAN17
• A22
• W22

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. Credits must be used within one (1) year after the credit is issued. Credits that are not used within such one (1) year period will be deemed forfeited without notice. 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.

Two (2) Year Limited LED Product Warranty. Each RAB LED product in the Product Lines identified below, 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 two (2) years from the date of original sale to RAB’s distributor. The product shall be considered defective only if 10% or more of the LED components fail for such a 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):

• LED driver will operate within RAB specifications
• 90% or more of the LED components will be free of defects
• Fixture finish will not exhibit, peeling or corrosion (excluding natural aluminum or brass products) 

RAB Product Lines covered by the Two (2) Year Limited LED Product Warranty include:

• TEMPLED Construction Light
• T17 LED Troffers

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. Credits must be used within one (1) year after the credit is issued. Credits that are not used within such one (1) year period will be deemed forfeited without notice. 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.

• LIGHTCLOUD SYSTEM HARDWARE
• NDLED7
• DLED8
• LROAD
• SMSBULLET
• STLHBLED
• STL3FFLED
• WP1, WP2 & WP3
• FFLED
• FXLED 
• ALED
• WPX

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:

• TRIBORO XL
• TRIBORO

Pole Warranty. Each RAB Pole will be free from defects in materials and workmanship for a period of (1) year from the date of original sale to RAB’s distributor. 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 original sale to RAB’s distributor, defined as follows:

• Smart Bullet - 10 years
• Stealth Sensor - 10 years
• Gotcha Sensor - 5 years
• Smart Sensors - 5 years
• LOS Occupancy Sensors - 1 year
• Tuff Dome - 5 years
• Luminator - 3 years
• LED Sensor Lights - LFlood18W with STL360 - 10 years
• LED Sensor Lights - LFlood18W with Mini Sensor - 5 years

Exceptions and Other Limitations. None of the warranties stated herein shall apply and RAB makes no representations or warranties with respect to:

1. plastic globes and polycarbonate lenses of non-LED fixtures; glass lens accessories for LED flood light fixtures;
2. problems caused by acts of God including without limitation lightning strikes;
3. problems caused by any improper action or failure to act by any person or entity other than RAB, including without limitation problems caused by improper installation by the buyer, an authorized RAB distributor, or any other person or entity;
4. any housing or arm that are pierced for any reason, including without limitation, piercing caused by installation of sensors, photocells or any other purpose. The installation must be sealed properly to maintain watertight operation; any piercing will void the RAB warranty;
5. using or installing a sensor product in any manner other than as disclosed in the RAB Owner's Manual; and
6. use of RAB sensors with Instant Start ballasts; use with Instant Start ballasts will void the RAB warranty.
   
   To the extent that RAB's warranty covers costs for labor, equipment, and services under the No Compromise Warranty, such costs must be approved by RAB prior to incurring such costs and proof that the labor provider is properly licensed and is insured with adequate commercial liability, auto, and worker’s compensation insurance must be provided. Failure to secure such approval or provide such proof of licensing and insurance will result in voiding that portion of the warranty and RAB reserves the right to reject payment for such costs.  

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 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.