Term of Service 
The Agro Lighting Website Terms of Use & Legal Restrictions.



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1. Offer, Confirmation, Agreement
(a) These terms and conditions (“Terms”) apply to the sale or supply of all products or systems
(“Products”), and the performance of all services (which includes any software provided as a service)
(“Services”) by Advanced Agricultural Technologies, Inc (“Agro Lighting”) to you (“Customer”) and will
therefore form a necessary part of any Offer or Agreement. Customer’s ordering of Products or Services
from Agro Lighting constitutes acceptance of these Terms, as such Terms may have been updated
through the date of such order. As used herein, “Agreement” means any written agreement for supply,
distribution, sale, or license of any Products or Services entered into between Agro Lighting and
Customer, or any purchase order that is issued by Customer and accepted by Agro Lighting; and “Offer”
means any quotation, proposal or offer provided to Customer by Agro Lighting. Agro Lighting and
Customer are individually referred to herein as a “Party”, and collectively as the “Parties”.
(b) Products and Services may include web or mobile applications that may be subject to additional terms
(“Additional Use Terms”) or software that may be subject to additional (end-user) software license
conditions (“EULAs”), both from either Agro Lighting or an affiliate, or third parties. Such EULAs or
Additional Use Terms will be made available together with the web or mobile application or software, as
applicable. Except where specified otherwise in a EULA or Additional Use Terms, such EULA or
Additional Use Terms will form part of the Agreement. Software will not be sold to Customer, but licensed
subject to the license terms in Section 8 below.
(c) In the event of any conflict or inconsistency between these Terms and the terms of any Agreement or
Offer, the terms of such Agreement or Offer will prevail. With respect to web or mobile applications or
software, any Additional Use Terms or the terms of any applicable EULA will prevail over these Terms.
(d) The terms “agreed”, “consent”, “confirmed”, “accepted”, “informed”, “notified” or “notice” and
documents or acts of similar meaning will be deemed to be required to be done in writing, where “in
writing” means hand-written, type-written, printed or electronically made, and resulting in a permanent
record. The terms “includes” or “including” will be construed without limitation to the generality of
preceding words.
(e) Any different or additional terms in any purchase order, blanket instructions, terms of purchase or
other writing from Customer will be deemed a material alteration of these Terms and are expressly
objected to and rejected and will be of no force or effect. Commencement of performance or shipment will
not be construed as acceptance of any of Customer’s terms or conditions. Course of performance or
usage of trade will not be applied to modify these Terms.
(f) These Terms may be amended by Agro Lighting by posting an updated version on its website,
provided that in respect of an Agreement and an Offer the version of the Terms applicable as of the
effective date of the Agreement or the date of the Offer will apply.
(g) Offers by Agro Lighting are open for acceptance within the period stated in such Offer or, in the event
that no period is stated, within thirty (30) days from the date of the Offer, provided that Agro Lighting may
amend, withdraw or revoke any Offer at any time prior to the receipt by Agro Lighting of the acceptance of
an Offer. No order submitted by Customer will be deemed final or accepted by Agro Lighting unless and
until confirmed by Agro Lighting.
(h) Customer is solely responsible for the accuracy of any order, including with respect to the
specification, configuration or other requirements of Products and Services, and functionality, compatibility
and interoperability with other products (not authorized by Agro Lighting), as well as fitness for particular
use. Customer warrants that the information provided to Agro Lighting under an Agreement is complete,
accurate and true, and Customer acknowledges that a failure to provide complete, accurate and true
information or instructions to Agro Lighting may detrimentally affect Agro Lighting’s ability to discharge its
obligations or exercise its rights under an Agreement.
(i) Any catalog, specification, price sheet or other similar documentation prepared by Agro Lighting is
strictly for convenience only and will not be deemed as an Offer. Agro Lighting believes such
documentation is complete and accurate at time of printing, but Agro Lighting does not warrant that such
documentation is error free. Agro Lighting will not accept responsibility for any damages in connection
with errors of measurements, descriptions, application recommendations and the like.
(j) Products will be supplied in accordance with the standard functionalities, styles and sizes as described
in Agro Lighting’s catalogs or, for special or made-to-order Products, in accordance with Agro Lighting’s
drawings and specifications sheets. In the event of a conflict between an order of Customer and a
drawing or specification sheet from Agro Lighting approved by Customer, the latter will prevail.
(k) Assumptions, exclusions and qualifications stated by Agro Lighting in Offers, Agreements or
otherwise will direct the Agreement and will be construed as part thereof and guide its execution and
(l) Where the performance under the Agreement relies on the approval, confirmation or acceptance by
Customer of a (draft) proposal, design, deliverable, planning or any other action by Agro Lighting,
Customer shall do so within the period stated in the Agreement, or, in the event that no period is stated,
within seven (7) days after receipt of a request from Agro Lighting, in the absence of a response within
such time period Customer will be deemed to have approved, confirmed or accepted as submitted by
Agro Lighting.
(m) In the event that Customer resells Products or incorporates Products and/or Services in offerings to
its customer, Customer shall ensure that all its customers and/or end users of Products or Services
comply with all relevant Customer’s obligations under the Agreement and these Terms, and that the terms
of its agreement with each of its customer(s) or end user(s) are consistent with the Agreement and these
Terms, failing which Customer shall indemnify, defend and hold harmless Agro Lighting and its affiliates,
and their officers, directors, agents, employees, successors, and assigns from and against, all losses,
liabilities, costs (including legal costs) and expenses arising out of or in connection with any

2. Prices And Terms Of Payment
(a) In consideration of the sale of Products and/or the performance of Services by Agro Lighting,
Customer shall pay all prices and fees (“Prices”) in accordance with the Agreement and this Section 2.
Prices are in U.S. Dollars. Prices stated herein do not include taxes, insurance, VAT, customs or excise
taxes, special packaging, installation, freight, handling or any other shipping charges unless these items
are specifically listed and priced in the Offer.
(b) Subject to notice to Customer, Agro Lighting reserves the right to adjust Prices for Products and/or
Services not yet delivered or performed to reflect variations in individual costs of more than five percent
(5%) including any foreign exchange rate fluctuations, raw materials and other costs of manufacturing and
distribution, and labor costs, that take effect between the date of the Agreement and delivery of Products
and/or performance of Services. In addition, if an Agreement has a term longer than twelve (12) months,
Agro Lighting may adjust Prices as of each 1st April (i) for the change in the most recently published
Producer Price Index, Total Manufacturing Industries (Series Id: PCUOMFG–OMFG), as published by the
U.S. Department of Labor, Bureau of Labor Statistics compared to twelve (12) months earlier, and (ii) to
reflect variations in the foreign exchange rate between the U.S. Dollar and the Euro of more than 5%
since the date of an Offer. All prices herein are firm for Products ordered within thirty (30) days (unless
otherwise notated on the quote) from the date of the quotation specifying delivery as quoted therein.
Otherwise, prices may be changed by Agro Lighting at its sole discretion and may escalate.
(c) Any cancellation, delay or other change by Customer of a purchase order previously accepted by Agro
Lighting will require the prior approval of Agro Lighting and the approval will be without prejudice to any
rights or remedies Agro Lighting may have under the Agreement or at law. If, on request of Customer,
Agro Lighting agrees to any such change in purchase order or a change in an Agreement, including a
(partial) cancellation, delay or suspension, the addition, omission, alteration, substitution or modification of
the design, quality, standard, quantity, manufacturing site or performance (including sequence, quantities
or timing) of Products and/or Services (each, a “Variation”), or a Variation is required due to (i) changes in
applicable laws, regulations or industry standards, (ii) emergency situations, (iii) incorrect or incomplete
information provided by Customer, or (iv) non-compliance by Customer of any of its obligations under an
Agreement, Customer shall reimburse Agro Lighting for all costs and expenses incurred in respect of
such Variation promptly on first request.
(d) Agro Lighting may invoice Customer upon shipment of Products, or when Services have been
performed. Agro Lighting may require: (i) Customer to pay on fixed payment days; (ii) an advance
payment of (part of) the Price; and/or (iii) invoice per separate specified phase, time period or milestone of
performance. Customer shall make net payment within thirty (30) days of date of invoice to the
designated bank account of Agro Lighting. Customer shall pay all amounts due to Agro Lighting in full
without any set-off, counterclaim, deduction or (tax) withholding.
Agro Lighting may offer the following payment options:
o PayPal
o Wire
o Check
In cases where Agro Lighting builds a custom order, Customer will be charged for the full purchase
amount when Customer submits a purchase order. Term accounts may be available to qualifying
Customers with approved credit. Agro Lighting will not accept or process any purchase order if
Customer’s account is not up to date. Agro Lighting will use commercially reasonable efforts to invoice for
deliverable items on the day of shipment, and for services upon completion of such services or start-up of
Products, whichever comes first. The amount invoiced will include the price of the Products and/or
services rendered plus all applicable taxes, fees, transportation, insurance, and other charges.
(e) In the event Customer fails to make any payment due under an Agreement on the due date, then,
whether or not Agro Lighting has made a formal demand for payment and in addition to any other rights
and remedies available to Agro Lighting, to the extent permitted by applicable law: (i) all amounts due
from Customer will be considered payable and non-disputed, admitted debt; (ii) Customer shall pay Agro
Lighting interest on all due amounts from the due date until Agro Lighting has received full payment
thereof, at the rate of fifteen percent (15%) per annum or the applicable statutory rate, whichever is
higher, and shall pay Agro Lighting all costs of payment collection, including attorneys’ fees; and (iii) Agro
Lighting may cancel any credit issued to Customer and require, to its satisfaction, that Customer provides
(additional) security, pre-payments or deposits, and may implement additional conditional payment terms
or accelerate payments schedules for any outstanding performance. Payment to Agro Lighting shall not
be contingent on third party payments to Customer. Additionally, if any payment is not made when due,
Agro Lighting reserves the right to refuse to provide any further Products or services until such payment
and the applicable interest charge have been received.
(f) Agro Lighting may set off against and deduct from any amount that Agro Lighting (or any of its
affiliates) owes to Customer under any agreement any amount that Customer owes to Agro Lighting or
against any advance payments or deposits made by Customer. In the event that Agro Lighting sets off
amounts in different currency it will use a commonly used currency conversion rate.

3. Delivery Of Products; Performance Of Services
(a) Agro Lighting shall perform Services at the location(s) agreed in the Agreement. Dates communicated
or acknowledged by Agro Lighting are approximate only, and Agro Lighting will not be liable for, nor will
Agro Lighting be in breach of its obligations to Customer, for any delay in delivery or performance,
provided that Agro Lighting shall use commercially reasonable efforts to meet such dates. In the event of
delay, Agro Lighting shall use commercially reasonable efforts to deliver Products or perform Services
(where applicable) within a period that is reasonably needed given the cause of the delay, failing which
Customer’s sole and exclusive remedy will be to cancel the purchase order for undelivered Products and
(b) Special shipping instructions must be received from Customer thirty (30) business days before the
shipment date; otherwise, Agro Lighting reserves the right to use its judgment in selecting the means of
shipment. Any additional shipping cost incurred at the request of Customer will be charged to Customer.
Unless otherwise agreed in writing, Agro Lighting’s standard packaging will be used. If Customer cannot
accept delivery of Products, Customer will arrange for storage, and shall bear all costs for such storage.
Agro Lighting shall not be liable for any delays in transit of Products. Agro Lighting shall not be liable to or
responsible for any damages or loss for delay or default in delivery due to any cause beyond Agro
Lighting’s reasonable control, nor shall Customer cancel or have the right to cancel Its purchase order
because of delays or default in delivery due to such causes. Requests to cancel or modify all or any part
of a purchase order by Customer may be granted by Agro Lighting, in its sole discretion, if made more
than thirty (30) days before the estimated shipping date, subject to a restocking fee of up to 50% for any
Products for which a purchase order is canceled. No cancellation or modification of Customer’s purchase
order may be made within thirty (30) days before the estimated shipping date. For any required
prepayment, regardless of whether for a custom order or part(s), down-payment to satisfy credit terms or
required order prepayment, monies paid to Agro Lighting in advance may be used toward Agro Lighting
expenses due to canceled or delayed orders and/or restocking fees and/or lost revenue at Agro Lighting’s
sole discretion.
(c) Customer shall note any damage to Products caused in transit, or shortages thereto, on transport
documentation immediately upon receipt of Products, with due regard to applicable instructions by Agro
Lighting or the carrier. All Products delivered under the Agreement will be deemed accepted by Customer
as conforming to the Agreement, and Customer will have no right to revoke any acceptance, unless
Customer provides Agro Lighting notice of a claimed nonconformity within seven (7) days of the date of
delivery. Notwithstanding the foregoing, any use of a Product by Customer or its customers after delivery
will constitute acceptance of that Product by Customer. Agro Lighting shall at its option and within a
reasonable time, correct nonconformities by either repair, make available parts, replace or deliver missing
Products, or credit the Price paid by Customer for undelivered Products.
(d) Minor Nonconformities will not prevent or suspend acceptance by Customer of the Products, Services
or both, and Agro Lighting shall correct these within a reasonable time. “Minor Nonconformities” are
nonconformities or anomalies that do not hinder the overall operation and intended use of Products or
Services in accordance with the specifications.
(e) Agro Lighting may make changes to the design, materials, fit and finish of Products or change working
methods, communication systems, software or any other elements of Services, and Documentation
provided that such changes do not materially affect the functionality of the Product or Services. Unless
specifically agreed otherwise, Agro Lighting does not warrant the availability, accuracy, completeness,
reliability, timeliness or output from Products and Services. Customer shall not use or rely on Products
and Services for any other applications or purposes than agreed in the Agreement.
(f) Customer explicitly acknowledges that certain features or functionality of Products and Services may
rely on the availability and correct functioning of third party service providers, as may be indicated by Agro
Lighting, including supply of energy, data storage, connectivity and communication services. These are
outside of the control of Agro Lighting, and Agro Lighting will have no responsibility or liability in this
(g) Customer is responsible for all information, orders, instructions, materials, and actions provided or
performed by Customer directly or by third parties engaged by Customer (excluding subcontractors of
Agro Lighting) in connection with the delivery or performance by Agro Lighting of any Products or
Services. Agro Lighting will be entitled to rely on the accuracy and completeness of all information
furnished by Customer, including where Agro Lighting provides data collection, design or audit services.
Upon request of Agro Lighting, Customer shall promptly provide any other information, services or
support under Customer’s control and relevant to the performance by Agro Lighting under the Agreement.
(h) In the event of delay or interruption in delivery of Products or the performance of Services for reasons
not attributable to Agro Lighting or due to a Variation, the timelines for performance by Agro Lighting will
be amended accordingly. Agro Lighting will be entitled (in addition to the increased costs referred to in
Section 2(c)) to a reasonable compensation by Customer for any damages and/or costs incurred by such
(i) In the event that an Agreement contains (minimum) stock requirements for Agro Lighting, Customer
shall at first request of Agro Lighting purchase Products kept in stock under such requirement.

4. Use Of Products And Services
(a) Customer shall use Products and Services only for their intended purposes and in accordance with all
instructions contained in the manuals, guidelines, warranty terms and any other terms and conditions
applicable to such Products and Services or provided by any personnel of Agro Lighting, deployed or
subcontracted by Agro Lighting in the performance of an Agreement (“Personnel”). Customer shall
maintain the site, site conditions and equipment supplied and/or used by Agro Lighting in the performance
of Services (including cablings, fittings and electricity supply) in good condition, repair, and working order,
and shall protect same against damage and external influences.
(b) Customer shall use and, where applicable, shall cause and ensure that end-users use
web-applications, mobile applications and software in accordance with applicable Additional Use Terms
and/or EULAs, and where applicable, keep a full back-up of such software installed readily available. In
the event of a software error, Customer shall provide Agro Lighting with alerts or error messages and
support Agro Lighting in updating or replacing software used in connection with performance under the
(c) Customer shall not perform (or permit) any activity on any equipment or software supplied and/or used
by Agro Lighting in the performance of Services, except normal use in accordance with the specifications
or otherwise with the prior approval by Agro Lighting. In the event of any unauthorized actions, Agro
Lighting may suspend the Services until the equipment or software has been restored to its original
compliant state and charge Customer on the basis of a Variation, and until confirmed any warranty
obligations of Agro Lighting with respect to such Services will be null and void. Any changes to equipment
or software owned by Agro Lighting (or its licensors) will be exclusively owned by Agro Lighting (or its
licensors), even if such changes have been performed by or for Customer.
(d) Unless expressly included in Services, for any Services requiring connection to a system from a
remote location, Customer shall at its own expense and risk establish external system access for service
staff of Agro Lighting (or its subcontractors). Customer shall make available technically competent staff as
and when required to support Agro Lighting and, where applicable, Customer authorizes Agro Lighting to
make use of Customer’s IT infrastructure to connect to and share data with specified systems and/or
services to perform Services.
(e) Agro Lighting shall not be responsible for the failure of any of its Products or Services to provide the
expected performance, benefits, effects or outcome arising from: (i) Customer’s failure to comply with the
terms under the Agreement; (ii) failures or fluctuations of electric power; (iii) sunset/shutdown of
connectivity and communication technologies; (iv) Force Majeure and other unusual external influences;
or (v) Variations.

5. Risk And Title
(a) Risk of damage to or loss of Products will pass to Customer (i) upon delivery by Agro Lighting to
Customer, or (ii) in the event that Agro Lighting Installs Products on-site, unless agreed otherwise, upon
delivery on-site.
(b) Legal title to Products will pass to Customer only when Agro Lighting (or its financiers) has received
payment for such Products in full and, to the extent permitted by applicable law, Agro Lighting received
payment in full of all other amounts due by Customer under any other agreement with Agro Lighting (or
any of its affiliates). Until legal title to Products has passed to Customer, Customer shall: (i) not assimilate;
transfer or pledge any of the Products or grant any right or title in the Products to any third party, except in
the normal course of business and against payment or subject to retention of title; and (ii) ensure that the
Products remain identifiable as Products owned by Agro Lighting. In the event of breach by Customer,
Agro Lighting may require that Customer return to Agro Lighting, at Customer’s cost (including costs for
de-installation), all Products in which the title has not yet passed, and Customer shall fully cooperate to
enable Agro Lighting to collect such Products and grant Agro Lighting (or its representative) free access
to the location of the Products, and other equipment supplied and/or used by Agro Lighting in the
performance of Services.

6. Force Majeure
Agro Lighting will not be liable for any breach resulting from a Force Majeure event. If a Force Majeure
event occurs, Agro Lighting’s performance will be suspended for the period of such Force Majeure event.
“Force Majeure” means any circumstances or occurrences beyond the reasonable control of Agro
Lighting, whether or not foreseeable at the time of an Agreement, as a result of which Agro Lighting
cannot reasonably perform or execute its obligations, including, without limitation, acts of God, natural
catastrophes (including earthquake, lightning, hurricane, typhoon, flooding or volcanic activities or
extreme weather conditions), strikes, lock-outs, war, terrorism, political situation, civil unrest, riots,
sabotage, vandalism, industry-wide shortages, breakdown of plant or machinery, fault or loss of electricity
supply, cyber-attacks and hacking or non-performance by suppliers of Agro Lighting or by other third
parties on which Services rely (including connectivity and communication services). In the event that
Force Majeure event extends (or is reasonably expected by Agro Lighting to extend) for a period of three
(3) consecutive months, Agro Lighting will be entitled to cancel all or any part of an Agreement without
any liability towards Customer.

7. Limited Warranty And Disclaimer
(a) In most instances, Agro Lighting Products are sold subject to an applicable standard limited warranty
either accompanying the product or as published on Agro Lighting’s website as the standard warranty
applicable for a particular Product: https://agrolighting.com/warranty/ (the “Limited Warranty”). The
applicable Limited Warranty constitutes the complete and exclusive warranty agreement between
Customer and Agro Lighting, and its worldwide parent, subsidiaries and affiliates regarding the warranty
for the Products and supersedes any prior warranty or representation, including representations made in
Agro Lighting sales literature or advice given to Customer by Agro Lighting or an agent or employee of
Agro Lighting, that may have been made in connection with Customer’s purchase of the Products. No
change to the conditions of this Limited Warranty is valid unless it is made in writing and signed by an
authorized representative of Agro Lighting.
For any Product that is sold by Agro Lighting that is not subject to an applicable standard limited warranty,
Agro Lighting warrants that for one (1) year from date of shipment to Customer the Products will be free
from Defects. For any Services that are performed by Agro Lighting, Agro Lighting warrants only that for
thirty (30) days from the performance, the Service will be free from Defects (except in respect of
Installation where this thirty (30) days’ warranty period will commence upon acceptance). A “Defect” (or
“Defective”) means, in relation to a Product, that a Product has any defect in material or workmanship
which causes the Product to fail to operate in accordance with the specifications provided by Agro
Lighting, with consideration given to the overall performance of the Product and, in relation to Services,
means that the Service has not been performed in a competent, diligent manner.
(b) Customer acknowledges that EULAs or Additional Use Terms may limit the warranty period for
software (including web or mobile applications).
(c) In order to be entitled to make a valid claim under warranty, Customer shall promptly notify Agro
Lighting of alleged Defective Products or Defective Services prior to expiration of the warranty period. In
the event that Agro Lighting decides, in its sole discretion, that a claim under warranty is valid, Agro
Lighting shall, within a reasonable time, at its own option, repair or offer replacement products for
Defective Products, or remedy or supplement any Defective Services. Repairs, replacements or remedies
will not extend or renew the applicable warranty period. Customer shall obtain consent from Agro Lighting
on the specifications of any tests it plans to conduct to determine whether a Defect exists. Replacement
products supplied by Agro Lighting may have minor deviations in design and/or specifications which do
not affect the functionality of replaced Product. In respect of any replaced or credited Products, Agro
Lighting may, in its sole discretion, either claim the property of replaced or credited Products and require
Customer to return these to Agro Lighting, or instruct Customer to destroy these at Customer’s costs.
(d) Agro Lighting does not accept returns on any Products. Replacements for defective Products will be
provided in accordance with the Limited Warranty. To make any warranty claim hereunder, please send
an email to info@agrolighting.com for complete instructions. If approved, Agro Lighting will issue a Return
Merchandise Authorization (“RMA”) and replacement product will be sent out upon receipt of the defective
units. Agro Lighting will either replace or repair the defective unit based upon our discretion. Items
returned without an RMA number will be rejected and returned to sender.
In situations where replacements are needed by Customer prior to Customer’s return of defective
Products, Customers can call Agro Lighting at 1-888-434-3092 to submit a request. Customers requesting
an advance replacement will be required to provide payment information for a replacement unit which
Agro Lighting will keep as a pending charge for the original cost of the item. If Agro Lighting does not
receive the defective unit back within 25 days from the shipment of the replacement, Agro Lighting will
process the pending charge against Customer’s credit card and the replacement unit will no longer be
accepted for return by Agro Lighting.
Once Agro Lighting receives the defective item, the unit will be examined for physical damage. If after
review all are present and the unit is in “good” condition, then the pending charge will be voided. If Agro
Lighting’s testing and examination does not disclose a defect warranted hereby, Agro Lighting shall so
advise Customer and shall dispose of the Product in accordance with Customer’s instructions. In addition,
Customer shall reimburse Agro Lighting for services provided to test and examine such Product at Agro
Lighting’s standard commercial time and materials rates. Customer agrees to provide Agro Lighting with
any substantiation requested by Agro Lighting, including proof of purchase, as a condition of receiving
warranty service.
Repaired or replaced Products shall be warranted hereunder for the remainder of the Limited Warranty
(e) Customer shall bear the costs of access for remedial warranty efforts by Agro Lighting, including
removal and replacement of systems, structures or other parts of Customer’s facility, the de-installation of
Defective Products, and the re-installation of replacement products. Customer shall not return Products to
Agro Lighting without consent of Agro Lighting and unless in accordance with applicable Agro Lighting’s
return policies. In the event that Agro Lighting decides that a claim under warranty is not valid, Customer
will bear the costs incurred by Agro Lighting in handling and testing, and the transport of Products
(f) Any indemnification and warranty obligations of Agro Lighting under an Agreement are conditional
upon: (i) proper storage, installation, use, operation, and maintenance of Products, all in accordance with
user manuals, warranty policies and other instructions or terms communicated by Agro Lighting to
Customer; (ii) Customer keeping accurate and complete records of operation and maintenance during the
warranty period and providing Agro Lighting access to those records; and (iii) modification or repair of
Products or Services only as authorized by Agro Lighting. Failure to meet these conditions renders the
warranty null and void. Agro Lighting will not be responsible for normal wear and tear, or environmental or
stress testing. The warranty provided does not apply to damage or failure to perform arising as a result of
any Force Majeure or from any abuse, misuse, abnormal use, improper power supply, powers surges or
fluctuations, corrosive environments, neglect, exposure or any use or installation in violation of the
instructions or restrictions prescribed by Agro Lighting or any applicable standard or code.
(g) Any indemnification and warranty obligation of Agro Lighting under an Agreement will not establish, by
themselves, any liability to third parties or the public. Nothing in an Agreement will be construed to create
any obligation, standard of care or liability to persons or third parties.
(h) If a recall, retrofit, update, withdrawal or any other remedial action related to any Product is required,
Customer shall fully cooperate and shall provide such assistance as Agro Lighting may require. Customer
shall keep accurate books and records to assure traceability of the Products in the event of a Product
recall or any other remedial actions.
To the extent there is any conflict or inconsistency with the Limited Warranty and this Section 7, the
Limited Warranty shall control.

8. Rights In Software, Documentation And Intellectual Property
(a) Subject to Customer’s fulfillment of all obligations under the Agreement and these Terms, the supply
of Products and/or Services (including software embedded in Products or Services) includes a
non-exclusive and non-transferable limited license (without the right to grant sublicenses) to Customer
under any intellectual property rights (including patents, utility models, registered and unregistered
designs, copyrights, database rights, trademarks, domain names, trade secrets, know-how,
semiconductor IC topography rights and all registrations, applications, renewals, extensions,
combinations, divisions, continuations or reissues of any of the foregoing, collectively: “IPR”) of Agro
Lighting, to the limited extent that such IPR is embodied or embedded in the Products or Services
purchased, to use or resell the Products (including Documentation) as sold by Agro Lighting, and/or, for
Services, to use the Services (including Documentation) during the term of the applicable Agreement in
accordance with the applicable Services description. No rights to IPR are conferred to Customer or any
third party other than explicitly granted under the Agreement or these Terms.
(b) In respect of any (embedded) software or other applications supplied to Customer, Customer shall not
and shall not permit any third party to: (i) copy, reproduce, distribute, modify, adapt, alter, translate, or
create derivative works therefrom; (ii) assign, sublicense, lease, rent, loan, transfer, disclose, or otherwise
make available such software or other works; (iii) merge or incorporate such software with or into any
other software; or (iv) reverse assemble, decompile, disassemble, or otherwise attempt to derive the
source code or the algorithmic nature for such software, or to decode, de-crypt or neutralize any security
measures in software or remove or circumvent the protection of software, without authorization from Agro
Lighting except as explicitly allowed under applicable law; (v) perform any action with regard to software
in a manner that would require the software, or any derivative work thereof, to be licensed under Open
Source Terms, including but not limited to: (a) combining the software or a derivative work thereof with
Open Source Software, by means of incorporation or linking or otherwise; or (b) using Open Source
Software to create a derivative work of the software, where “Open Source Software” means any software
that is licensed under open source license terms that require as a condition of use, modification or
distribution of a work: (1) the making available of source code or other materials preferred for
modification, or (2) the granting of permission for creating derivative works, or (3) the reproduction of
certain notices or license terms in derivative works or accompanying documentation, or (4) the granting of
a royalty- free license to any party under IPR regarding the work or any work that contains, is combined
with, requires or otherwise is based on the work.
(c) Customer acknowledges that third parties may own IPR related to Products or Services. Customer
shall reproduce, without any amendments or changes, any proprietary rights legends of Agro Lighting or
its third-party suppliers in any software or Documentation provided by Agro Lighting.
(d) Agro Lighting will be free to use in any way or form any ideas, suggestions, feedback or
recommendations by Customer to Agro Lighting regarding Products or Services (“Feedback”), without
payment of royalties or other consideration to Customer. Agro Lighting will own all IPR in Feedback. Agro
Lighting is entitled to use output, deliverables and creations resulting from the performance of Services for
its own publicity or for promotional purposes.
(e) All trademarks, trade names, patents, copyrights, design, drawings, formulas or other data,
photographs, samples, literature, and sales aids of every kind shall remain the property of Agro Lighting
and its affiliates and/or its licensors. Customer agrees not to do anything inconsistent with that ownership
or to contest ownership of such items. Customer also agrees that all use of Agro Lighting’s trademarks by
Customer will inure to the benefit of Agro Lighting. Customer acknowledges that any software included in
the Products is proprietary to Agro Lighting or its licensors and is subject to copyrights and trade secrets
owned by Agro Lighting or its licensors. All references in these Terms to “purchases,” “sales,” or words of
similar import, with respect to any such software, signifies only the acquisition of a license for such
software for use with the Products in accordance with the terms of this Agreement. Customer shall have
no access to, or rights in, the source code of any software included in the Products. Customer shall have
no right to copy, modify or remanufacture any Product or part thereof, nor reproduce any written material
supplied by Agro Lighting without the explicit written consent of Agro Lighting.

9. Intellectual Property Rights Indemnity
(a) Customer shall promptly notify Agro Lighting of any third-party claim alleging that any of the Products
and/or Services supplied to Customer by Agro Lighting infringes any third party IPR. Upon such notice,
Agro Lighting may at its own option and at its own expense either: (i) procure for Customer the right to
continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such
Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv)
remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that
Product and/or Services.
(b) In the event that a claim referred to under Section 9(a) results in any legal proceedings, Customer
shall give Agro Lighting full authority, at the option and cost of Agro Lighting, to settle or conduct the
defense of such claim. Customer shall provide Agro Lighting with all assistance as Agro Lighting may
reasonably require in connection with such defense of such claim. Customer shall not enter into any
settlement in connection with any such claim, nor incur any costs or expenses for the account of Agro
Lighting without the prior written consent of Agro Lighting.
(c) Subject to the provisions of Sections 9 and 10, Agro Lighting will reimburse Customer in respect of any
final award of damages by a court of competent jurisdiction holding that Products and/or Services as
supplied by Agro Lighting under an Agreement directly infringe any third party IPR, provided that the
infringement is held to be directly and solely attributable to the use, in accordance with Section 4, by
Customer of the Products and/or Service as supplied by Agro Lighting under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Agro Lighting will not be liable for,
and the obligations of Agro Lighting set out in this Section 9 will not apply to: (i) any claim of infringement
of third party IPR resulting from compliance with Customer’s design, drawings, specifications or
instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its
specifications or any claim based on or resulting from any modification or adaptation of a Product,
deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any
assembly, circuit, combination, method or process, in the manufacture, testing or application in which
such Products and/or Services supplied by Agro Lighting may have been used; or (iv) any claim of
infringement resulting from compliance with an industry-standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by Section 9 (d), Customer shall fully indemnify Agro
Lighting against any award of damages for any such infringement and shall reimburse all costs incurred
by Agro Lighting in defending any suit or proceeding for such infringement, provided that Agro Lighting
gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so
requested, full authority to conduct the defense thereof.
(f) In the event that Agro Lighting receives notice claiming infringement of third party IPR in relation to any
Products and/or Services supplied or to be supplied under an Agreement, Agro Lighting may, in order to
limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to
Customer of the Products and/or Services or parts to which such notice relates and Agro Lighting will not
be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in Section 10, the foregoing states the entire liability
of Agro Lighting for infringement of third party IPR in connection with the supply of Products and/or

10. Limitation Of Liability
(b) Agro Lighting will not under any circumstances be liable for any lost profits, lost savings, loss of data,
loss of crops, loss of reputation, loss of goodwill, indirect, incidental, punitive, special or consequential
damages, whether or not such damages are based on tort, warranty, contract or otherwise – even if Agro
Lighting has been advised, or is aware, of the possibility of such damages.
(c) In order to be entitled to make a valid Claim, Customer shall notify Agro Lighting of any such Claim
within thirty (30) days of the date of the event giving rise to the Claim, and any lawsuit relating to a Claim
must be filed within ninety (90) days of the date of such notification. Claims that are not brought or filed in
accordance with the preceding sentence will be null and void.
(d) The limitations and exclusions of liability will apply only to the extent permitted by applicable
mandatory law.

11. Confidentiality
The terms hereof, the Products, any Feedback, and any other materials, and any commercial and
financial information, including any Offer and pricing, provided by Agro Lighting to Customer hereunder,
whether orally, in writing, or by inspection of tangible objects, including without limitation technical data,
research, product plans, or know-how, constitute and contain proprietary and confidential information of
Agro Lighting (“Confidential Information”). Customer may not disclose Confidential Information to any
person other than its employees with a need to know such information or consultants under contract to
Customer who have agreed in writing to be bound by confidentiality restrictions at least as protective of
the Confidential Information as these Terms. Customer may not use the Confidential Information for any
purpose other than to exercise its rights under these Terms. Customer shall take reasonable measures to
protect the secrecy of and to avoid the unauthorized use and disclosure of the Confidential Information.
Customer shall immediately notify Agro Lighting in the event it becomes aware of any unauthorized or
suspected unauthorized use or disclosure of Confidential Information.

12. Export/Import Controls
(a) The (re)export or transfer of Products, Software and/or Services, as well as technical assistance,
training, investments, financing, financial assistance, brokering and licensing of technology, are subject to
the applicable (re)export or import, that prohibit or restrict the (re)export or transfer of certain items to
certain countries, entities or individuals (“Export Regulations”) and to the jurisdiction of the relevant
authorities responsible for Export Regulations. If any such (re-)export or transfer requires an export or
import license, or is otherwise prohibited or restricted under Export Regulations, Agro Lighting is entitled
to suspend its obligations to Customer until such license is granted or for the duration of any restrictions
or prohibitions, or terminate (the relevant part of) the Agreement without incurring any liability.
(b) Customer shall impose all applicable export control restrictions to any third party if the Products,
Software and/or Services are (re)exported or transferred to third parties. Customer shall inform Agro
Lighting of any (re)export or transfer of the Products in order to comply with Export Regulations and any
other regulatory responsibilities governing the sale of the Products, including requirements on the
traceability of Products that may apply to Agro Lighting. Customer shall not provide any statement or
certification in support of restrictive trade practices or boycotts.
(c) Customer will comply with, all applicable (re)export controls, embargoes (Embargoed countries and
territories), and economic and trade sanctions laws and regulations, including in any event, those of the
United States and the European Union. For the purpose of this Section 12, “Embargoed countries and
territories” mean a country or territory that is itself the subject or target of any comprehensive sanctions
(Cuba, Iran, North Korea, Syria, and the Crimea, Lugansk, Donetsk regions of Ukraine).

13. Assignment
(a) Customer may not assign an Agreement, or any of its rights or obligations thereunder, without the prior
consent of Agro Lighting.
(b) Agro Lighting may delegate, assign, sell, novate or subcontract in part or in whole its obligations and
rights (including receivables) under any Agreement to any of its affiliates or any third party without the
prior consent of Customer – and if such consent would be required under applicable law, such consent is
herewith provided –, in which event Customer shall cooperate with Agro Lighting’s efforts, including
providing relevant information, executing documents and making payments to accounts or third parties as
notified by Agro Lighting.

14. Compliance With Laws; Anti-Bribery
(a) Customer shall at all times comply and shall take all actions reasonably necessary to ensure that its
business partners shall comply, with all applicable local and international laws and regulations, including
on anti-bribery and anti-corruption and the Export Regulations. Accordingly, Customer shall conduct its
business honestly and not engage in any act of bribery or corruption.
(b) Agro Lighting Products are not designed or intended for use in connection with the illegal
manufacturing, cultivation, or production of controlled substances. Products are intended for commercial
horticultural and research uses in accordance with applicable law. The lawful and proper use of Products
is a condition of their sale. Any improper use of the voids the warranty otherwise provided. Any illegal use
of Products could subject Customer to severe fines, penalties and/or imprisonment under applicable law.
Customer acknowledges that neither Agro Lighting, nor any of its agents, affiliates, directors, employees
and associates may be held liable, responsible or accountable for any type of damage, litigation or other
legal action, which may arise from Customer’s improper or unlawful use of Products, websites, or
consultation, and Customer agrees to indemnify and hold harmless Agro Lighting and its affiliates, and
their officers, directors, agents, employees, successors and assigns from and against any and all losses,
liabilities, fines, costs, and expenses arising out of Customer’s breach of this Section. Furthermore, any
non-compliance with this Section by Customer shall be considered a material breach and shall (without
prejudice to Agro Lighting’s rights hereunder) entitle Agro Lighting to refuse delivery of Products,
terminate its relationship with Customer and/or require Customer to return Products to Agro Lighting.
(c) Should Agro Lighting receive any indications about a breach of the obligation under (a) Customer
shall cooperate and provide Agro Lighting with all information required to allow Agro Lighting to verify
such indications, and if founded, Section 16 will apply.

15. Health And Safety
(a) The Parties shall comply with all applicable legislation, rules and/or regulations on the health and
safety of workers and/or employees, as well as health and safety of the public in the vicinity. Customer
shall provide and shall procure that its employees, agents, contractors or subcontractors provide safe
work surroundings for Personnel and other representatives and shall take those measures prescribed by
law and any other measures necessary for the prevention of accidents at the site and to ensure the health
and safety of Personnel at the site. Customer shall timely inform Personnel of required safety precautions
and advise Agro Lighting of all applicable site-specific health, safety, security and environmental
requirements and procedures. Agro Lighting has the right, but not the obligation, to, from time to time,
review and inspect applicable health, safety, security and environmental documentation, procedures and
conditions at the site.
(b) Customer shall ensure that no hazardous materials are present at the site. If hazardous materials are
present, Customer shall and shall procure that its employees, agents, contractors or subcontractors
handle these properly and if applicable, arrange for the appropriate removal and disposal thereof at the
expense of Customer. If, in the reasonable opinion of Agro Lighting, the health, safety, or security of
Personnel or the site is, or may be, imperiled by security risks, terrorist acts or threats, the presence of or
threat of exposure to hazardous materials, or unsafe working conditions, Agro Lighting may, in addition to
other rights or remedies available to it, evacuate some or all Personnel from the site (with the reasonable
assistance of Customer), suspend performance of all or any part of an Agreement, and/or remotely
perform or supervise Services (if possible) with no further liability to Customer.
(c) Conditions at a site that differ materially from those disclosed by Customer, or previously unknown
physical conditions at site that differ materially from those ordinarily encountered and generally
recognized as inherent in work of the character provided for in the Agreement, will be deemed a Variation.

16. Breach; Suspension; Termination
(a) In the event of: (i) a breach by Customer of any of the provisions of the Agreement or these Terms,
including any failure to pay any amount as and when due; or (ii) in the reasonable opinion of Agro
Lighting, the financial position of Customer (or a material change thereof) is likely to affect Customer’s
ability to perform its obligations under the Agreement; or (iii) any proceedings in insolvency, bankruptcy
(including reorganization), liquidation or winding up are instituted by or against Customer, whether filed or
instituted by Customer (voluntarily or involuntarily), a trustee or receiver is appointed over Customer, or
any assignment is made for the benefit of creditors of Customer; or (iv) Customer ceases, or threatens to
cease, to carry on business; or (v) the control over or ownership of Customer changes, then Agro Lighting
may declare all amounts outstanding by Customer immediately due and payable and may set off any
amount that Agro Lighting (or any of its affiliates) owes to Customer under any agreement including any
advance payments or deposits made by Customer, against amounts due pursuant to Section 16(b). In
addition, Agro Lighting may in its sole discretion by notice to Customer with immediate effect suspend or
cancel any performance due from Agro Lighting (including production, delivery, installation and
commissioning of Products, obligations under warranty and performance of Services) or terminate the
Agreement or any part thereof, without any liability, and/or suspend or cancel any credit terms offered to
Customer. Agro Lighting may only use the right to terminate an Agreement pursuant to this Section if, in
respect of an event under (i) above that is capable of being remedied, Customer fails to remedy the
breach within thirty (30) days, or in respect of an event under (ii), Customer fails to provide Agro Lighting
with a bank guarantee or other security to the satisfaction of Agro Lighting within thirty (30) days.
(b) Customer shall indemnify, defend and hold harmless Agro Lighting and its affiliates, and their officers,
directors, agents, employees, successors, and assigns from and against, all losses (including loss of
profits or turnover), liabilities, costs (including legal costs and costs incurred in relation to unfinished
products) and expenses arising out of or in connection with any of the following events: (i) a breach by
Customer of any of the provisions or obligations of the Agreement or these Terms, or the occurrence of
any of the other events set out in Section 16(a); (ii) any claim by third parties for any loss, damage or
injury or death caused or alleged to be caused by the negligent use, application, or installation of
Products, or caused by any modification of Product or integration of Product into other products not
authorized by Agro Lighting, by Customer or its contractors, agents, affiliates or customers to whom it
sold Product; or (iii) non-compliance by Customer with Section 5(b), in which event costs will include the
full replacement costs of products, systems or other equipment.
(c) Upon (early) termination or expiration of an Agreement, (i) all rights and licenses granted to Customer
under that Agreement will immediately cease; (ii) Customer shall return, delete (including from all hard
disks and memory) or destroy (and a duly appointed officer shall certify to such destruction) all
information disclosed under Section 11, including software not embedded in Products, and all copies
thereof; (iii) return to Agro Lighting, at the costs of Customer, any Products of which (legal) title has not
passed to Customer (in accordance with Section 5) and any other products, systems or equipment
supplied and/or used by Agro Lighting in the performance of the Services; and (iv) all reasonable costs
and expenses incurred by Agro Lighting (including a reasonable profit) for any activities related to work
performed by Agro Lighting prior to such termination will be considered due, payable and non-refundable.
(d) In the event of a suspension that lasts for more than two (2) months, the provisions of Section 16(c)(iv)
will also be applicable to any activities related to work performed by or for Agro Lighting prior to such
The rights of Agro Lighting pursuant to this Section 16 will be in addition to any other rights and remedies
Agro Lighting may have at law or in equity. In the event of termination of an Agreement, the terms and
conditions destined to survive such termination or expiration will so survive. Termination will not affect the
rights of the Parties accrued up to the date of termination.

17. Governing Law And Forum
(a) The laws of the State of Connecticut govern all Agreements, Offers and these Terms, without regard to
conflict of law principles. Any legal action or proceeding arising out of or in connection with an Agreement,
an Offer or these Terms that cannot be settled through consultation in good faith within thirty (30) days
after notice from either Party that a dispute exists, will be brought exclusively in the courts of the State of
Connecticut, provided that Agro Lighting will always be permitted to bring any action or proceedings
against Customer in any other court of competent jurisdiction. The United Nations Convention on
Contracts for the International Sale of Goods will not apply.
(b) Nothing in this Section 17 will be construed or interpreted as a limitation on either Party’s right under
applicable law to seek injunctive or other equitable relief, to take any action to safeguard its possibility to
have recourse on the other Party or to bring action or proceedings in relation to any failure to pay any
amount as and when due.

18. Privacy And Use Of Data
(a) Each Party shall comply with all applicable data protection laws. Unless agreed otherwise by the
Parties, Agro Lighting (or its subcontractors) will not process information relating to any identified or
identifiable natural persons (“Personal Data”) for Customer or on Customer’s behalf.
(b) Customer acknowledges and agrees that Agro Lighting and its affiliated companies (or their respective
subcontractors) may collect information and data generated from Products and Services (including any
third-party product, service or system provided in conjunction with the Product and/or Service) and/or the
use thereof (“Usage Data”). Agro Lighting is entitled to use the Usage Data, free of charge, at any time
during the term of an Agreement and afterwards, in its sole discretion for any purposes whatsoever,
including to aggregate or compile Usage Data with other data, create IPR or derivative works of or modify
or adapt Usage Data to provide, maintain, and improve products and services, and to develop new
products or features or services. Unless otherwise stated in the Agreement, EULA or Additional Use
Terms, Agro Lighting shall ensure that the use of Usage Data will exclude any Personal Data and any
data that would enable the identification of Customer or company or organization.

19. Miscellaneous
(a) The invalidity or unenforceability of any provision of these Terms or an Agreement will not affect the
validity or enforceability of any other provision thereof, all of which will remain in full force and effect. In
the event of such finding of invalidity or unenforceability, the Parties shall endeavor to substitute the
invalid or unenforceable provision(s) by such effective provision(s) as will most closely correspond with
the original intention of the provision(s) so voided. At reasonable notice, Customer shall assist Agro
Lighting in verifying Customer’s compliance with the Agreement.
(b) Any right of Agro Lighting set out in these Terms will be without prejudice to any rights or remedies
Agro Lighting may have under the Agreement or at law or in equity. Customer acknowledges that
Advanced Agricultural Technologies, LLC and any of its affiliates are intended to be third-party
beneficiaries for purposes of all benefits under, and may enforce the provisions of the Agreement,
including these Terms, where applicable. The failure or the delay of either Party to enforce any provision
of these Terms or an Agreement will not constitute a waiver of such provision or a waiver to enforce it.
(c) The terms of an Agreement (including these Terms and any other terms and conditions forming part
thereof) state the entire understanding and agreement between the Parties as to the sale of Products and
performance of Services under that Agreement and will supersede any prior promises, agreements,
representations, undertakings or implications whether made orally or in writing between Agro Lighting and
Customer with respect to the subject thereof. The Parties expressly acknowledge that, in entering into an
Agreement, no reliance has been placed on any representations which have not been incorporated as
part of that Agreement. No variation to an Agreement will be binding upon either Party unless made in
writing and signed by an authorized representative of each of the Parties.
(d) Prices and terms are subject to correction for typographical or clerical errors.

Questions about the Terms of Service should be sent to us at info@agrolighting.com.

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