End User Agreement

Last updated: June 2023

This Lighting Exchange End User License Agreement (this "Agreement"), is a binding agreement between Your Lighting Brand, LLC ("Licensor") and the person or entity registering for an account with Licensor as the licensee of The Lighting Exchange Software and Services ("Licensee").

LICENSOR PROVIDES THE LIGHTING EXCHANGE SOFTWARE AND SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON IN CONNECTION WITH YOUR REGISTRATION FOR AN ACCOUNT, YOU HEREBY: (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE THE CAPACITY TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE LIOGHTING EXCHANGE SOFTWARE AND SERVICES TO LICENSEE AND YOU MUST NOT USE THE LIGHTING EXCHANGE OR ANY DOCUMENTATION RELATED THERETO.

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

"Authorized Users" means invitees to The Lighting Exchange who register for a user account with Licensor solely those individuals authorized to use the Software and Services pursuant to the license granted under this Agreement, as set forth in the exhibit or schedule to the main service agreement between Licensor and its customer.

"Documentation" means user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software and Services.

“Event” means a virtual event hosted by Licensor on behalf of Licensor’s customer for which the Licensee is evented to participate as an exhibitor or attendee that is held on a specific date and time.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Licensee" has the meaning set forth in the preamble.

"Licensor" has the meaning set forth in the preamble.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Session” means a period of activity within the application.

"Software and Services" means the technology and software utilized by a Licensee. "Term" has the meaning set forth in Section 11.

"Third Party" means any Person other than Licensee or Licensor.

1. License Grant and Scope. Subject to and conditioned upon Licensee's strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use the Software and Services and any Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This license grants Licensee the right, to:

   1. Use The Lighting Exchange website, Software and Services in accordance with the Documentation on one (1) computing device at a time that is owned or leased, and controlled by, Licensee. The Software and Services made available by the Licensor to the Licensee:

      1. will be the exclusive property of the Licensor;

      2. will be subject to the terms and conditions of this Agreement; and

      3. must be used with and include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.

2. Third-Party Materials. The Software and Services may include software, content, data, or other materials, including related documentation, that are owned by Persons other than Licensor and that are provided to Licensee on licensee terms that are in addition to or different from those contained in this Agreement ("Third-Party Licenses"). A list of all materials, included in the Software and provided under Third-Party Licenses and the applicable Third-Party Licenses are accessible via links therefrom. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.

3. Use Restrictions. Licensee shall not, directly or indirectly:

   1. use (including make any copies of) the Software and Services or any Documentation beyond the scope of the license granted under Section 2;

   2. provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software and Services or Documentation;

   3. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software and Services or Documentation or any part thereof;

   4. combine the Software and Services or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

   5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software and Services or any part thereof;

   6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software and Services or Documentation, including any copy thereof;

   7. copy the Software and Services or Documentation, in whole or in part;

   8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software and Services, or any features or functionality of the Software and Services, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

   9. use the Software and Services or Documentation in violation of any law, regulation, or rule; or

   10. use the Software and Services or Documentation for purposes of competitive analysis of the Software and Services, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage.

4. Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software and Services and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Services and Documentation by Licensee or to whom Licensee may provide access to or use of the Software and Services and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

5. Compliance Measures.

   1. The Software and Services may contain technological copy protection and other security features designed to prevent unauthorized use of the Software and Services, including features to protect against any use of the Software and Services that are prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

6. Maintenance and Support. The license granted hereunder entitles Licensee to solicit basic software maintenance and support services by following the instructions described on Licensor’s website located at www.lighting.exchange during the Term.

7. Collection and Use of Information.

   1. Licensee acknowledges that Licensor will, directly or indirectly through the Software and Services, collect and store information regarding use of the Software and Services and about equipment on which the Software and Services are installed or through which it otherwise is accessed and used, through:

      1. the provision of maintenance and support services;

      2. security measures included in the Software and Services as described in Section 6.

   2. Licensee agrees that the Licensor may use such information for any purpose related to any use of the Software and Services by Licensee or on Licensee's equipment, including but not limited to:

      1. improving the performance of the Software or developing Updates;

      2. verifying Licensee's compliance with the terms of this Agreement and enforcing the Licensor's rights, including all Intellectual Property Rights in and to the Software; and

      3. preparing reports for Licensee’s customers regarding their (anonymous) participation and session activity.

8. Intellectual Property Rights.

   1. Licensee acknowledges and agrees that the Software and Services, and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software and Services or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and Services and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Software and Services from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor's Intellectual Property Rights in the Software and Services and fully cooperate with Licensor, at Licensor's sole expense, in any legal action taken by Licensor to enforce its Intellectual Property Rights.

   2. To the extent that the Software and Services permit Licensee to offer feedback, comments, suggestions, ideas, criticisms or complaints about the Software and Services to Licensor (collectively, “Feedback”), Licensee hereby acknowledges and agrees that Licensor has not agreed to and will not treat any Feedback confidentially. Licensee warrants and represents to Licensee that it has all rights, title, and interest in or to any Feedback it provides to Licensor. Nothing contained in this Agreement shall be construed to restrict or limit Licensor’s right to use, profit from, disclose,

      publish, keep secret, or otherwise exploit any Feedback provided by Licensee without any compensation to Licensee.

9. Term and Termination.

   1. This Agreement and the license granted hereunder shall remain in effect for the period of time that Licensee maintains a user account with Licensor or until terminated as set forth herein (the "Term").

   2. Licensee may terminate this Agreement by ceasing to use the Software and Services and destroying the Documentation.

   3. Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured with three (3) days after Licensor provides written notice thereof.

   4. Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

   5. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using the Software and Services, and Documentation.

10. Warranty Disclaimer.

    1. THE SOFTWARE AND SERVICES, AND DOCUMENTATION ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OR GUARANTEE OF ANY KIND THAT THE SOFTWARE AND SERVICES WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, HARDWARE OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. Indemnification. Licensee agrees to fully defend, indemnify and hold Licensor, its affiliates, licensors, and service providers and their respective officers, directors, employees,

    subcontractors, agents, suppliers, successors and assigns from and against any and all third party claims, liabilities, damages, judgments, orders, awards, losses, costs, penalties, fines, interest, fees (including attorneys’ fees) and court costs arising out of, in relation to, or in connection with (a) Licensee’s breach of Section 9(b) of this Agreement; (b) Licensee’s use of the Software and Services; and (c) Licensee’s violation of Section 4 of this Agreement.

12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

    1. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; BUSINESS INTERRUPTION; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATER OF (i) $1, OR (ii) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    3. THE LIMITATIONS SET FORTH IN SECTION 13(a) AND SECTION 13(b) SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

13. Miscellaneous.

    1. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the City of

       Columbus and County of Franklin and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

    2. Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, internet service, heat, light, air conditioning, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Licensor's reasonable control.

    3. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given on the date after being sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. With respect to Licensee, such communications must be sent to the Licensee’s email address used to register for a user account or such other address as may be updated from time to time in the account settings of Licensee’s user account.

    4. This Agreement and the Privacy Policy and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

    5. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor's prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 14(e) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

    6. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

    7. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

    8. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

    9. For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement;

       (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

    10. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.