SOFTWARE AS A SERVICE TERMS AND CONDITIONS
PURCHASER SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS
This document will govern the remote provision to Purchaser of the functionality of certain software on a
service basis (the “Service”) by Acuity Brands Technology Services, Inc. (“Acuity”) and as further set forth in
a quote or other document signed by Acuity and referencing this document, and accepted by a customer (the
“Purchaser”) (with all quotes, purchase orders, invoices, and other documents related to this transaction
collectively being the “Ordering Documents”). All capitalized terms not defined herein shall have the meaning
set forth in the Ordering Documents. This is neither a license nor a sale of any software. The Service is provided
to Purchaser subject to the following terms and conditions, which define what Purchaser can and cannot do
with the Service and provide conditions and limitations on warranties and remedies.
1. Service Use. Purchaser accepts the terms of these SaaS terms and will continue to meet Purchaser’s obligations
hereunder, including without limitation, Purchaser’s obligation to pay for the Service, and Acuity will allow
Purchaser, on a non-exclusive, non-transferable, and limited basis, throughout the term set forth in Section 4, to
remotely use the object code of the most recent version of the functionality software which Acuity chooses to
offer other parties under terms similar to these SaaS terms at the time. Purchaser agrees to use Service solely for
Purchaser’s internal business purposes (as compared to reselling the service to third-parties), provided that where
Purchaser is using the Service for the benefit of visitors to and occupants of a specific location owned or managed
by Purchaser, that shall be considered Purchaser’s internal business purposes. To the extent that an Ordering
Document identifies one or more limiting metrics (e.g., square feet, number of end users, number of devices, etc.),
Purchaser agrees not to exceed those metrics. During this Term, Acuity will provide technical support for
Purchaser’s use of the Service in accordance with Acuity’s Standard SaaS Service Level Agreement, available at
https://www.acuitybrands.com/resources/terms-and-conditions.
2. Software Development Kits. If the Ordering Documents indicate that Acuity is supplying a Software
Development Kit (an “SDK”) then the following terms will apply to that SDK, but no other part of the Service or
other products. For a term coterminous with the Purchaser’s right to use the Service, Acuity grants to Purchaser
a non-exclusive, non-sublicensable, non-transferable, revocable, limited worldwide license, under Acuity’s
copyrights embodied in the SDK, solely for Purchaser or Purchaser’s agent to (a) utilize the SDK to modify
existing software code or develop new software code to enable use of the functionality of the Service via
technology owned or licensed to Purchaser, and (b) distribute portions of the SDK if and solely to the extent (i)
Purchaser reasonably believes that the recipient would be authorized to use the Service under Sections 1 and 3,
(ii) the portions of the SDK Purchaser distributes only include machine-readable code (a.k.a. object code) and no
documentation; (iii) Purchaser distributes such portions of the SDK as part of a larger piece of technology, such
as a mobile application (i.e., Purchaser may not distribute all or any portion of the SDK as a “stand alone” work),
and (iv) Purchaser includes in the documentation that Purchaser distributes with the larger piece of technology
the following language: “This product contains certain software and other intellectual property (including all
trademarks, copyrights, moral rights, and patents associated with the software) (the “Software”) of Acuity Brands
Lighting, Inc., its affiliates, and its licensors (“Acuity”). Acuity hereby grants to you a license to use the Software
solely to the extent incorporated into this product and solely in the form it is provided to you as part of this
product. Acuity reserves and retains all right, title, and interest in and to the Software.”
3. Third Party Use. Where Purchaser is authorized to utilize the Service for the benefit of visitors to and occupants
of a specific location under Section 1, Purchaser may authorize those visitors and occupants to utilize the Service
for that purpose. Otherwise, Purchaser may authorize third parties (other than those engaged in competitive
activities with Acuity) to utilize the Service and SDK solely when those third parties are performing activities in
the furtherance of Purchaser’s internal business purposes and only where Purchaser would have been authorized
to perform such activities under Sections 1 or 2. Should Purchaser choose to so authorize such third parties,
Purchaser will ensure that they understand that their performance is subject to compliance with these SaaS terms
at all times and Purchaser will remain primarily responsible for the behavior of those third parties. Acuity retains
the right to terminate third party use, including where authorized by Purchaser, at any time and for any reason.
4. Term. Each party’s obligations under the Ordering Documents and these SaaS terms will be binding upon their
execution and shall continue for as long as there is any active Subscription Term, as defined herein. The
“Subscription Term” shall begin on the earlier of (a) the date Acuity first notifies Purchaser that the Service is
available for productive use, or (b) the date Purchaser first logs into the Service for any purpose other than basic 
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testing. The Subscription Term shall continue for the number of years identified as the Subscription Term. A
Subscription Term will automatically renew for an additional period equal to the prior Subscription Term unless
either party provides notice of its intent not to renew no less than sixty (60) days before expiration of the prior
Subscription Term. The renewal fee for any automatic renewal will be equal to the fees for the prior Subscription
Term plus the net change in the Consumer Price Index for All Urban Consumers (CPI-U) as reported by the U.S.
Bureau of Labor and Statistics over the previous Subscription Term. Any renewal, regardless of whether
automatic or agreed to in an Ordering Document, will be considered a Subscription Term. These SaaS terms will
continue in full force throughout the Subscription Term unless it is terminated earlier as set forth herein. Either
party may terminate a Subscription Term for cause upon written notice to the other party, provided that the
terminating party provided the other party with written notice detailing that party’s failure to comply with its
obligations hereunder and provided that party with thirty (30) days to cure if the breach is of the type that is
capable of cure. All Subscription Terms will automatically terminate should Purchaser voluntarily or involuntarily
become subject to the jurisdiction of any bankruptcy court. Any unpaid fees for a Subscription Term shall become
immediately due and payable upon termination and Purchaser shall only be relieved of its obligation to pay
through the end of the Subscription Term where the Subscription Term is terminated for Acuity’s uncured breach.
Upon termination of a Subscription Term for any reason, Purchaser will immediately cease using the Service and
return any and all related documentation to Acuity, or, at Acuity’s discretion, Purchaser will permanently destroy
all copies of the related documentation in Purchaser’s possession or control. Upon termination or expiration of
these SaaS terms all sections of these SaaS terms which by their nature should survive will continue in full force
and effect, including without limitation Sections 4 - 29.
5. Fees. Unless stated otherwise on an Ordering Document signed by Acuity, all fees shall be due within thirty (30)
days of invoice. All fees not paid when due shall be subject to interest at a rate equal to the lesser of one percent
(1%) per month or the highest rate allowable by law. In addition to any other rights Acuity may have under these
SaaS terms, Acuity may suspend any or all Services for any account with fees that are more than thirty (30) days
past due.
6. Changes to Functionality or Ongoing Access. Acuity will remain obligated to continue providing the Service
to Purchaser through the end of any existing contractual obligation. Otherwise, Acuity retains the right, in
Acuity’s sole discretion and at any time, to update and modify the Service, replace the Service with another
product or service, and discontinue making the Service available.
7. General Restrictions. Purchaser may only use the Service in accordance with the applicable documentation and
these SaaS terms. The software utilized through the Service is protected under copyright, trade secret, and other
intellectual property laws. Purchaser may not (a) sublicense, reproduce, distribute, market, sell, transfer, or
disclose the Service or its documentation except as set forth in Sections 1 and 3, (b) translate, modify, disassemble,
or reverse engineer the Service or its related software or documentation (except to the extent permitted by law),
(c) create derivative works based on any portion of the Service or its related software or documentation, provided
however that Purchase may create derivative works of the SDK as set forth in Section 2(a), (d) obtain possession
of any source code or other technical material relating to the Service or its related software or documentation, (e)
use the Service other than in accordance with the applicable documentation and this agreement, (f) use the Service
after expiration or termination of the Subscription Term, (g) use the Service for the benefit of a third party
(including through the operation of a service bureau) or otherwise use the software to directly generate revenue
or otherwise directly commercially exploit the Service other than as permitted in Sections 1 and 3, (h) remove,
alter, or obscure any copyright notice(s) or proprietary legend(s) contained on or included in the Service or its
documentation, in each case as provided by Acuity.
8. High-Risk Restriction. Purchaser acknowledge and accept that Acuity did not design the software and does not
warrant the Service for use in developing, or for incorporation into, products or services relative to or within
applications or environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft
navigation or communication systems, air traffic control, life support machines, surgically implanted devices,
weapons systems, or other applications, devices or systems in which the failure of the software could directly
result in death, personal injury, or severe physical or environmental damage (“High-Risk Activities”).
Notwithstanding any other provision of these SaaS terms, Purchaser may not use or authorize any third party to
use the Service in connection with any High-Risk Activity.
9. Ownership. The Service or its related software or documentation is not in the public domain. Acuity, its affiliates,
and/or its licensors are the owners of all intellectual property rights, including without limitation patent, 
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trademark, copyright, and trade secret rights, in the software, the corresponding documentation, and the
techniques and ideas embodied and expressed in the foregoing, including the structure, sequence, and organization
of the software (collectively the “Program Concepts”). Purchaser acknowledge that, except for the limited purpose
granted as part of the Service hereunder, Purchaser have no rights in or to the software, any documentation, the
Program Concepts, or any copies thereof. Purchaser is not required to provide feedback or comments to Acuity
about the Services, but to the extent that Purchaser does so Purchaser grants to Acuity a perpetual, fully paid, nonroyalty bearing, worldwide, and unrestricted license to use that feedback and those comments for any business
purpose.
10. Purchaser’s Data. With respect to data entered into the software or which Acuity may access through its
performance of the Services for Purchaser, Purchaser’s agents, and those Purchaser authorizes to use the Service
(collectively “Purchaser’s Data”), Purchaser agrees and acknowledge that Purchaser is solely responsible for the
content of such data. Purchaser represents and warrants to Acuity that Purchaser will obtain all licenses and
permissions needed to provide and/or license Purchaser’s Data to Acuity to enable Acuity to perform its
obligations hereunder. Purchaser represents and warrants to Acuity that providing and/or licensing Purchaser’s
Data to Acuity under these SaaS terms will not violate any applicable law or right of any third party. Purchaser
agrees and acknowledges that Purchaser is solely responsible for ensuring that Purchaser maintains proper backup
or documentation necessary to enable Purchaser to recover Purchaser’s Data in the event of corruption or data
loss. Acuity is not acting as a disaster recovery provider for Purchaser and will not be liable for the loss or
replacement of Purchaser’s Data.
11. License to Purchaser’s Data. Purchaser hereby licenses Acuity the right to utilize Purchaser’s Data for the
purpose of performance of Acuity’s obligations to Purchaser under these SaaS terms and for the purpose of
allowing Acuity to develop, test, and provide the Services and underlying software and documentation.
Additionally, Purchaser hereby licenses Acuity to use Purchaser’s Data to contact Purchaser regarding other
products and services that Acuity may offer on its own behalf or on behalf of others. Additionally, Purchaser
hereby licenses Acuity the right to extract from Purchaser’s Data certain information that, either alone or in
conjunction with other information which Acuity may decide to include, can be used to make up anonymized data
sets which Acuity may use for any lawful purpose in perpetuity. For the purposes of this license, anonymized data
sets may include any of Purchaser’s Data on an aggregated basis except (a) Purchaser’s information which is
protected by a separate license agreement between Purchaser and Acuity, (b) information that can readily be used
to identify a specific individual’s identity (or as otherwise protected by applicable law), either alone or when
combined with other information from another source, (c) protected health information which has not been deidentified in accordance with 45 CFR 164.514 or other applicable law, prior to incorporation in the anonymized
data set, or (d) information which can be used to easily identify Purchaser as the source.
12. License for Promotion. Purchaser grants Acuity the right to use Purchaser’s name and logo (in accordance with
any brand guidelines provided by Purchaser in writing) in a press release regarding the Acuity and Purchaser
relationship, the benefits of such relationship, and its meaning for the market generally.
13. Confidential Information. If Purchaser and Acuity have entered into a separate Mutual Nondisclosure
Agreement, then that document will supersede this Section 13, provided that the parties agree that the term of that
Mutual Nondisclosure Agreement shall be automatically extended to be coterminous with the Subscription Term.
Purchaser acknowledges and agrees that the software, Service, and all documentation and other information
related thereto or disclosed or delivered to Purchaser in relation to these SaaS terms represent Acuity’s
confidential and proprietary information. Acuity acknowledges and agrees that the information entered into the
Service by or on behalf of Purchaser represents Purchaser’s confidential and proprietary information. Each party
agreesto keep the other’s confidential and proprietary information secret by exercising the necessary care required
to prevent its disclosure and to only use that information in furtherance of the rights and obligations expressly
authorized by these SaaS terms. Such obligations with respect to information deemed “trade secrets” under
applicable law will remain in effect for as long as the information remains a trade secret. Obligations with respect
to information that is not deemed to be a trade secret will remain in effect throughout the Subscription Term and
for a period of three (3) years thereafter. Should either party is subject to subpoena or public disclosure laws that
require that party to disclose Confidential Information, if allowable by law that party will notify the other party
of any orders or requests for disclosure of Confidential Information within a reasonable period so as to allow the
other party to challenge such disclosure if the other party should choose to do so. The party challenging disclosure
shall be responsible for any costs associated with such challenge.
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14. Warranty; General Disclaimer. Acuity warrants that (a) Acuity will perform the Services in a professional and
workmanlike manner in keeping with the standards of those of the industry, (b) the Service and related software
will operate in material conformity with the then-current documentation, and (c) Acuity’s performance of its
obligations hereunder shall be in accordance with all applicable laws. Purchaser warrants that Purchaser will be
solely responsible for any representations or warranties it makes with respect to the Service and shall not represent
or otherwise suggest otherwise, (b) Purchaser shall comply with all laws applicable to it and its use of the Service,
and (c) Purchaser shall ensure that the Services will not be exported to, or used by, nor will the data gained
therefrom be exported to, transshipped or re-exported to any nation, organization, or individual outside of the
U.S. in violation of any applicable export laws. Without limiting the foregoing, Purchaser agrees that Acuity and
its officers, directors, agents, and employees, will have no liability for errors or omissions in (a) the output of the
Service, such outputs including, without limitation, the quality or accuracy of any screen displays or reports, (b)
the operation of third party equipment controlled by the Service, and (c) the transmission and reception of data.
Acuity does not represent or warrant that the Service will operate continuously or error free. Acuity is not
responsible for the operation of any technology not controlled by or on behalf of Acuity, including the Internet.
Purchaser expressly accept that the installation, establishment, and maintenance of proper safety controls and
procedures and proper monitoring and operation of all equipment within Purchaser’s control is Purchaser’s
responsibility and not that of Acuity, and hereby waives any claims of liability of Acuity to any damages that may
result from such operation. Reliance upon the Service will not be considered a basis for transferring any portion
of such responsibility to Acuity nor a basis for contributory or comparative liability. EXCEPT AS SET FORTH
HEREIN, ACUITY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMIATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE.
15. Special Warranty Disclaimer. Without modification to Section 14, Purchaser agrees and acknowledge that
Acuity is providing Purchaser with the Service as a tool which is to only be used by an individual of appropriate
training and expertise as an adjunct to his or her professional judgment. Such individual will be solely responsible
for reviewing all data put into and all data extracted from the Service to ensure that it meets all applicable
professional standards and legal requirements as well as Purchaser’s needs and intent. Acuity does not represent
or warrant and expressly disclaims that (a) the Service will properly scale or translate data between different
software programs or data formats, and (b) the Service will conform any output to meet any professional standards
or legal requirements.
16. Limitation on Liability. IN NO EVENT WILL ACUITY OR ITS AFFILIATES, OFFICERS, DIRECTORS,
AGENTS, AND EMPLOYEES, BE LIABLE TO PURCHASER FOR CONSEQUENTIAL, EXEMPLARY,
INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR
LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE SUPPLY, PERFORMANCE, USE OF OR
INABILITY TO USE THE SERVICE OR IN CONNECTION WITH ANY CLAIM ARISING FROM THESE
SAAS TERMS, EVEN IF ACUITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR
COSTS. THE MAXIMUM AGGREGATE AND CUMULATIVE LIABILITY OF A PARTY FOR ANY AND
ALL CLAIMS UNDER THESE SAAS TERMS, REGARDLESS OF THE THEORY OF LIABILITY, WILL
BE THE GREATER OF THE SUM OF THE FEES RECEIVED BY ACUITY FOR PROVIDING THE
SERVICE TO PURCHASER OVER THE TWELVE (12) MONTH PERIOD LEADING UP TO THE DATE
THE CAUSE OF ACTION ACCRUED OR ONE HUNDRED DOLLARS ($100). NO ACTION ARISING OUT
OF THESE SAAS TERMS, REGARDLESS OF FORM, MAY BE BROUGHT MORE THAN ONE (1) YEAR
AFTER THE DATE THE CAUSE OF ACTION HAS ACCRUED. SOME JURISDICTIONS DO NOT ALLOW
THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES UNDER CERTAIN CIRCUMSTANCES, SO THIS PARAGRAPH MAY NOT APPLY TO
PURCHASER. THE PROVISIONS OF THIS SECTION 16 SHALL NOT APPLY TO ANY CLAIM FOR
BREACH OF CONFIDENTIALITY, VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS,
OR CLAIM FOR INDEMNIFICATION.
17. Indemnification. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other
party and its officers, directors, employees and agents (each, an “Indemnified Party”) against any and all liabilities
(including, but not limited to, losses, damages, expenses and reasonable attorneys’ fees) arising from any claim
brought by an unrelated third party alleging injury, in whole or in part, resulting from (a.) the negligence or willful
misconduct of the Indemnifying Party, its officers, directors, employees, and agents, (b.) the Indemnifying Party’s
materials (e.g., the Service and documentation for Acuity; the Purchaser’s Data for the Purchaser) violates a 
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trademark, copyright, patent, or privacy right of any unrelated third party, except to the extent that such claim is
alleged to arise from a modification of the materials by anyone other than the Indemnifying Party, the use of the
materials in combination with intellectual property not approved by the Indemnifying Party, materials which were
delivered pursuant to the Indemnified Party’s specific requirements, or use of the materials in a way not in
accordance with any documentation or restrictions supplied by the Indemnifying Party to the Indemnified Party.
The event of a claim under part (b.) of this Section, the Indemnifying Party shall, at its sole option and expense,
have the right to procure for Indemnified Party the right to continue the use of the materials without interruption,
replace or modify the materials to make their use non-infringing while being substantially capable of performing
the same function, or accept return of the materials and refund a pro-rata portion of the fees for those materials.
In all cases the Indemnified Party shall promptly provide the Indemnifying Party written notification of the
assertion of any claim (although failure to do so shall only excuse liability to the extent that material prejudice
results from the delay) and provide reasonable support in aiding the Indemnifying Party in any defense to a claim,
at the Indemnifying Party’s reasonable cost. The Indemnifying Party shall have sole control over the defense or
settlement of any claim, provided that neither Party shall agree to any settlement that places any financial or
public burden upon the other Party. This Section states the entire liability of the Parties and each Party’s sole
remedy with respect to any claim for infringement.
18. Verification. On the reasonable request of Acuity, Purchaser will furnish Acuity with a signed statement that the
Service and the Program Concepts are being used pursuant to the terms and conditions of these SaaS terms. If
Acuity has reason to believe that the Service or the Program Concepts are not being used in accordance with the
terms and conditions of these SaaS terms, Purchaser will permit Acuity to review Purchaser’s relevant records
and inspect Purchaser’sfacilities to ensure compliance with these SaaS terms. Acuity will conduct such inspection
during normal business hours in a manner that does not unreasonably interfere with Purchaser’s business
operations. If such audit shows that Purchaser has exceeded the license set forth in Section 1, in addition to other
rights it may have, Acuity will be entitled to invoice, and Purchaser will promptly pay, an amount equal to onehundred-and-fifty percent (150%) of the fees beyond those paid which would have been payable to Acuity from
the beginning of the Subscription Term for a suitable license.
19. U.S. Government Restricted Rights. The following applies to all acquisition of the software by or for the U.S.
government or by any prime contractor or subcontractor under any contract, grant, or other activity with the U.S.
government. The software and the Service related to such software provided to Purchaser hereunder are
“commercial items” as that term is defined at 48 C.F.R. 2.101 (October 1995) consisting of “commercial computer
software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (Sept.
1995) and other applicable acquisition regulations and are provided to the U.S. Government only as a commercial
item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 (June 1995), all U.S. Government users and
licensees acquire the software and its associated documentation with only those rights and subject to the
restrictions set forth in these SaaS terms. Notwithstanding the foregoing, the software may not be acquired by the
U.S. government pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 (June 1987) or
DFARS Subpart 227.4 (Oct. 1988). If these SaaS terms is inadequate to meet the government’s needs or is
inconsistent in any respect with Federal law, the government should return the software, unused, to Acuity.
20. Injunctive Relief. Purchaser acknowledge that remedies at law will be inadequate to provide Acuity with full
compensation in the event of Purchaser’s material breach of these SaaS terms, and that Acuity will therefore be
entitled to injunctive relief in the event of any such material breach without the need to post bond or prove the
inadequacy of monetary damages. Regardless of any provisions to the contrary, Acuity will have no obligation to
allow Purchaser to cure Purchaser’s breach prior to seeking injunctive relief and will be entitled to seek such
injunctive relief in any jurisdiction regardless of any choice of law or venue provisions.
21. Governing Law/Jurisdiction for Government Contracts. If Purchaser is (a) a state or local governmental
agency, (b) legally required by a law or regulation issued by a state or local governmental agency only to accept
that state’s law for the purposes of these SaaS terms, or (c) is legally required by a binding contract with a state
or local government agency only to accept that state’s law for the purposes of these SaaS terms, then these SaaS
terms will be construed and governed in accordance with the laws of the state where that governmental agency is
located. Neither the Uniform Commercial Code, any part of the Uniform Computer Information Transactions Act
(if adopted), nor the United Nations Convention on the International Sale of Goods will apply to the Service or
these SaaS terms. Additionally, if such courts are willing to accept jurisdiction, Purchaser and Acuity agree to
submit all disputes hereunder to the personal and exclusive jurisdiction of the state and federal courts located in
the capital city of the state where that governmental agency is located.
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22. Governing Law/Jurisdiction for Non-Government Contracts. Unless Purchaser is covered by Section 21,
these SaaS terms will be construed and governed in accordance with the laws of the State of Delaware in the
United States of America, without regard to its rules regarding conflicts of law. Neither the Uniform Commercial
Code, any part of the Uniform Computer Information Transactions Act (if adopted), nor the United Nations
Convention on the International Sale of Goods will apply to the Service or these SaaS terms. If such courts are
willing to accept jurisdiction, Purchaser and Acuity agree to submit all disputes hereunder to the personal and
exclusive jurisdiction of the state and federal courts located in and around Wilmington, Delaware, in the United
States of America and waive any right to object to such venue.
23. Legal Expenses. Unless governing law explicitly prohibits either party from recovering such costs or fees, in
which case both parties agree that neither shall be entitled to such costs and fees, the prevailing party in any
dispute proceeding or litigation hereunder shall be entitled, in addition to such other relief as may be granted, to
recover reasonable related fees and the costs incurred. For purposes of the foregoing: (a) “prevailing party” means
(i) in the case of the party initiating the enforcement of the rights or remedies, that it recovered substantially all
of its claims; and (ii) in the case of the party defending against such enforcement, that it successfully defended
substantially all of the claims made against it; and (b) if no party is a “prevailing party” within the meaning of the
foregoing, then no party will be entitled to recover its fees and costs pursuant to this Section.
24. Onsite Services. Acuity may agree to provide ancillary professional services as part of providing the Services
(e.g., setup of an technology environment, configuration of software, data migration), possibly for an additional
fee. All such ancillary professional services will take place within Acuity’s facilities and solely on Acuity’s
hardware and software. However, if Acuity agrees to perform any activities in connection with the Services which
take place outside of Acuity’s facilities or on any hardware or software other than that operated by or for Acuity
(e.g., installation of a device at Purchaser’s site), those activities will be governed by Acuity’s Terms and
Conditions for Field Services, available at https://www.acuitybrands.com/resources/terms-and-conditions.
25. Compliance with Laws and Export Rules. Purchaser will be solely responsible for ensuring that Purchaser’s
use of the software, Service, documentation, and Purchaser’s Data is in full compliance with all applicable laws
and without violation of the rights of third parties. Without limiting the forgoing, Purchaser represents and
warrants that the software Service and documentation will not be exported to, or used by, nor will the data gained
therefrom be exported to, transshipped or re-exported to (a) any individual located in any nation to which export,
transshipment, or re-export is prohibited by U.S. law or regulation at that time (collectively, the "Restricted
Nations"); (b) any business or organization owned, controlled by or acting on behalf of an individual, business or
organization in a Restricted Nation; (c) the governments of a Restricted Nation or any business or organization
owned, controlled by or acting on behalf of a government of a Restricted Nation; or (d) any individual, group or
organization on the U.S. Department of Treasury's Office of Foreign Assets Control's list of Specially Designated
Nationals or the U.S. Department of Commerce's Bureau of Export Administration's List of Denied Persons, as
each may be amended from time to time.
26. Waiver / Severability. The failure of to exercise or enforce any right or provision of these SaaS terms will not
constitute a waiver of such right or provision. Should any court or legal authority hold any provision of these
SaaS terms unenforceable or invalid for any reason, then Purchaser and Acuity agree that such court or authority
will attempt to craft an acceptable provision most closely resembling the intent of the offending provision, and if
such court or authority is unable or unwilling to do so then these SaaS terms will be construed as if such provision
were never contained in these SaaS terms.
27. Assignment. Purchaser cannot assign, sublicense, or transfer these SaaS terms without the prior written consent
of Acuity. Any attempt by Purchaser to sublicense, assign, or transfer any rights, duties, or obligations hereunder
is null and void. Acuity may assign, sublicense, or transfer these SaaS terms, in whole or in part, at will and
without prior notice to Purchaser.
28. Notice. All notices or approvals hereunder shall be in writing and sent by certified or registered mail, postage
prepaid, return receipt requested (or similarly evidenced overnight delivery), and shall be deemed to have been
given upon receipt. Notices shall be provided to Purchaser at the address set forth on the Ordering Documents.
Notices for Acuity such notice shall be addressed to the attention of the Senior Vice President, Enterprise
Software, with a copy to its General Counsel, both at One Lithonia Way, Conyers, GA 30012. Either Party may
change its address for such communications by giving notice thereof. Rejection or other refusal to accept, or the
inability to deliver because of un-notified changed address, shall be deemed to be receipt of the notice sent as
provided above.
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29. Order of Precedence. In the event that there is a conflict between these SaaS terms and any other document, the
following order of precedence shall apply: 1. any document signed by both an authorized representative of Acuity
and an authorized representative of Purchaser, provided that the document expressly and unambiguously states
that these SaaS terms, by specific reference, are subservient to the terms set forth in that document, then 2. these
SaaS terms, then 3. any Ordering Document signed by Acuity. Otherwise, neither party shall be bound by any
terms or conditions set forth in any other document, and all such terms are expressly rejected, such as those on a
purchase order or invoice, even where they may have been otherwise enforceable based upon contractual concepts
such as “acceptance by performance” and similar concepts.
30. Merger. These SaaS terms, along with the Ordering Documents identified in Section 29, comprise the entire
agreement between Purchaser and Acuity with respect to the Service and related software and documentation,
and supersedes any other agreement or discussion, oral or written.