I. ACCEPTANCE OF TERMS OF USE

These Terms of Use set forth the terms and conditions that apply to your use of the Services. By using the Services, you agree that you have read, understand, and fully accept to be legally bound by these Terms of Use. 

If you do not agree to these Terms of Use, please do not use and promptly exit the Services. 

The Company may, subject to the below, change these Terms of Use from time to time on a prospective basis, and modify, add, or discontinue any aspect, content, or feature of the Services, at its sole discretion. Your continued use or access of the Services following the posting of any changes to these Terms of Use constitutes your acceptance of such changes. To the extent that an arbitrator or court of applicable jurisdiction determines that applying any changes to these Terms of Use would render this an illusory or unenforceable contract, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the date of such changes, to the extent necessary to avoid these Terms of Use being deemed illusory or unenforceable. 

Any form of transfer or sublicense, or unauthorized access, distribution, reproduction, copying, retransmission, publication, sale, or exploitation (commercial or otherwise) of any portion of the Services, including, but not limited to, all content, services, digital products, tools, or products, is hereby expressly prohibited. 

II. PERMITTED USE; SECURITY 

Our Services are for your personal and non-commercial use. The Services contain material that is derived in whole or in part from material supplied and owned by the Company and other sources. Such material is protected by copyright, trademark, and other applicable laws. Unless otherwise agreed to in writing by the Company, you agree that you will not use the Services, or duplicate, download, publish, modify, or otherwise distribute or use any material on the Services for any purpose, except for your personal, non-commercial use. You also agree that you will not link to any page on the Services other than the home page (for example, “deep linking”) without the Company’s prior written consent. Use of the Services or any materials or content on the Services for any commercial or other unauthorized purpose is prohibited. You acknowledge that storing, distributing, or transmitting unlawful material could expose you to criminal and/or civil liability. You may not download (other than page caching) or modify the Services or any portion of them unless we have provided you with express written consent. You shall not make derivative use of the Services (or any part thereof) for any purpose, nor shall you download or copy information of users, or otherwise engage in data mining or similar data gathering. 

We have implemented reasonable and appropriate security measures designed to protect the information provided through and/or maintained on the Services. When using the Service, information will be transmitted over an internet medium that is beyond the control of the Company. You are responsible for using appropriate technical safeguards to secure your devices used to access the Services, such as up-to-date software and virus protection. You are responsible for your devices, including computers, laptops, and mobile devices used to access the Services. 

It is a condition of your use of the Services that you do not: 

• Interfere with any other user from using and enjoying the Services; 
• Collect information about other users or third parties via the Services or use any such information for the purpose of transmitting or facilitating transmission of unauthorized or unsolicited advertising, junk or bulk e-mail, chain letters, or any other form of unauthorized solicitation; 
• Engage in the systematic retrieval of data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory, without the Company’s prior written consent; 
• Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code, underlying structure, ideas, or algorithms of any part of the Services; 
• Use any scraper or other data extraction tool to access the Services for any purpose without the Company’s prior written consent; 

• Use the Services to build or improve a product or service that competes with the Company and the Services it offers; 

• Solicit other users to join, become members of, or contribute money to any online service or other organization, advocate or attempt to get users to join in illegal schemes or plan or participate in scams involving other users; 

• Attempt to gain unauthorized access to other computer systems or networks connected to the Services; or 

• Take actions for the purpose of manipulating or distorting, or that may undermine the integrity and accuracy of, any ratings or reviews of any service or product that may be presented by the Services. 

• Provide fictitious information or conceal your identity or location, including, but not limited to, in an attempt to circumvent limits associated with promotional or other offers. 

• Use the Services for unlawful purposes. 

• Use the Services to commit an act of deception, fraud, or abuse, or violation of the Company’s or any other company’s terms. 

III. PRIVACY POLICY 

Your use of the Services and any information provided by you or gathered by the Company or third parties during any visit to or use of the Services is governed by the Privacy Policy, which is incorporated by this reference. By using the Services, including, without limitation, any time you submit an inquiry form, engage in a live chat, or otherwise provide information through the Services, you acknowledge and agree to the Company’s collection, use, and sharing of your information as outlined in the Privacy Policy.   

IV. ACCOUNT REGISTRATION  

To access certain features of the Services, you may be required to register for an account. By registering for an account, you (the “Registered User(s)”) agree to the following: 

1. Registered Users must be at least 18 years of age (or the age of majority in the Registered User’s jurisdiction, if greater) to create and maintain an account. By registering, a Registered User represents and warrants that the Registered User meets this requirement.  
2. The Company reserves the right to refuse or cancel any registration at its sole discretion, including but not limited to situations where the provided information is incomplete, inaccurate, or fraudulent. Registered Users agree to provide true, accurate, current, and complete information during the registration process and to keep such information up to date. We may, at our sole discretion, require verification of a Registered User’s identity, including but not limited to submission of government-issued identification, business documentation, or other legally acceptable forms of verification.  
3. We offer both personal and professional/team accounts. Personal accounts are intended solely for individual use and may not be shared with others. Professional or team accounts are designed for use by businesses, organizations, or groups. A professional or team account must be created and managed by an authorized representative of the entity. The entity is fully responsible for all use of the account, including actions taken by its authorized users. Each individual user within a professional or team account must have unique login credentials. Sharing of credentials is strictly prohibited.  
4. Registered Users are solely responsible for maintaining the confidentiality and security of the Registered User’s account credentials (including usernames, passwords, or other access controls) and for all activities that occur under a Registered User’s account, whether or not authorized by the Registered User. Therefore, Registered Users shall take all steps necessary to ensure that others do not gain access to the Registered Users’ account and/or password. In addition, Registered Users may not use their account to breach the security of another account or attempt to gain unauthorized access to another network or server. Registered Users shall adopt adequate security measures to prevent or minimize unauthorized use of their account. Registered Users shall immediately notify the Company upon becoming aware of any breach of security or unauthorized use of their account and/or password. The Company shall cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations. We will not be liable for any loss or damage arising from Registered Users’ failure to comply with these obligations. 

V. USER CONDUCT AND SUBMISSIONS 
 You are responsible for your use of the Services, and for any consequences thereof, including any information or materials you choose to provide to us through the “Contact”, ”Becoming a Distributor of Utopia Lighting Products”, “Specification Registration”, “Credit Application”, or “Return Goods Authorization” pages on the Website. 

You are prohibited from violating or attempting to violate the security of the Services, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Services or any portion thereof without authorization, in violation of these Terms of Use, or violation of applicable law.  

You agree not to, and will not assist, encourage, or enable others to, use the Services to: (i) violate these Terms of Use or any of our or our licensors’ rights or use the Services and/or Content (as defined below) to violate the rights of any third party, such as copyright or trademark right, or in any way that harms our business, our service providers, licensors, representatives, or any other user, or breaches any policy or notice on the Services; (ii) copy, modify, adapt, translate, reproduce, distribute, display, or provider access to any portion of the Services and/or Content; (iii) create derivative works from, adaptations of, decompile, disassemble, reverse engineer or in any way exploit, in whole or in part, except as expressly authorized by the applicable rights holder, any portion of the Services and/or Content; (iv) modify, reproduce, distribute, create derivative works or adaptations of, publicly display, perform or in any way exploit any of the information in whole or in part, except as expressly authorized by the applicable rights holder; (v) remove any copyright, trademark, or other proprietary rights notices contained in or on the Services or in or on any Content; (vi) harvest or collect email addresses or other contact information of other users by electronic or other means, or contact other users through unsolicited e-mail, telephone calls, mailings, or any other method of communication; (vii) use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services; (viii) upload to or distribute through this Services any binary code, macros or other executable code, or any file that contains any viruses, Trojan horses or other components designed to commandeer, limit or harm the functionality of a computer; (ix) attempt to gain unauthorized access to any parts of the Services or any user accounts, or any of the Services’ computer systems or networks; (x) use automated queries or scripts (including, without limitation, by screen or database scraping, spiders, robots, crawlers or any other automated activity with the purpose of obtaining information from the Services and/or the Content) without the Company’s prior express written permission; (xi) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity (including the Company’s’); (xii) solicit passwords or personally identifying information for commercial or unlawful purposes from anyone; (xiii) intimidate or harass another; (xiv) assist, encourage or enable others to do any of the preceding prohibited activities; or (xv) violate any applicable law. 

Certain portions of the Services may allow users to submit, upload, post, upload, share or otherwise transmit photos, audio, video and other media, files, data, commentaries, suggestions, comments, feedback, reviews, audio, video or other content (“Content”) in posts, public or private messages to us and/or the public, or other similar transmission. 

If you submit, upload, post, share or otherwise transmit any Content, you agree not to use the Service to upload, post, share or otherwise transmit any Content that (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, contains explicit sexual content (including nudity) or harmful, or that could encourage criminal or unethical behavior; (b) violates, infringes, threatens, abuses, harasses or evades the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property or proprietary right of any person or entity; (c) contains a software virus or any other computer code that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment, or to damage or obtain unauthorized access to any data or other information of any third party; (d) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spam”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (e) does or may denigrate or offend any individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (f) impersonates any person or entity, including any employee or representative of the Company; (g) imply that your Content is in any ways sponsored or endorsed by the Company, except without our prior written consent; or (h) violates any applicable law or these Terms of Use.  

You expressly acknowledge that no Content you submit, upload, post, share or otherwise transmit shall be treated as confidential, that you alone are responsible for your Content (including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure of information that makes you personally identifiable), and once published, your Content cannot always be withdrawn. Furthermore, you represent and warrant that you have the legal right and authorization to provide your Content for use as set forth herein and required by us. 

All your Content must comply with these Terms of Use, and we reserve the right (but do not assume the obligation) in our sole discretion to reject, move, edit, or remove any Content that is submitted, uploaded, posted, shared, or otherwise transmitted to the Services. You acknowledge that we do not verify, adopt, ratify, or sanction your Content, and you agree that you must evaluate and bear all risks associated with our use of your Content or our reliance on the accuracy, completeness, or usefulness of your Content. 

 

VI. USER REPRESENTATIONS, WARRANTIES, AND COVENANTS 
By using the Services, you represent, warrant, and covenant that throughout the term of this Agreement: 

• You own or have obtained the necessary licenses, rights, consents, and permissions to use and authorize the Company to use all intellectual property rights in the Content to enable the inclusion and use of Content in the manner contemplated by this Agreement. 
• All information you provide to the Company is true, accurate, and complete at all times. 
• You have all legal rights necessary to use any credit cards or other payment methods utilized in relation to this Agreement and their use of the Services. 
• You own all Content and/or have the right to use and grant the Company the licenses outlined in this Agreement. 
• The execution and delivery of this Agreement will not breach any other agreement to which you are bound or will constitute a default under it. 
• You are duly authorized to enter into and bind yourself to the terms and conditions of this Agreement. 
• You will not upload, post, transmit, distribute, or otherwise publish through the Services any materials or Content which:  
  • Restrict or inhibit other users from enjoying the Services; 
  • Are unlawful, threatening, abusive, defamatory, obscene, pornographic, or otherwise objectionable; 
  • Encourage conduct that would constitute a criminal offense, give rise to civil liability, or violate applicable laws; 
  • Violate, plagiarize, or infringe on third-party rights, including intellectual property rights; 
  • Contain harmful components like viruses or malware; 
  • Include unsolicited or unauthorized advertisements, spam, or solicitations; or 
  • Contains false or misleading information. 
    
    
    

VII. GRANT OF LIMITED LICENSE 
The Company may use your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably (to the maximum extent permitted by law) grant the Company and its affiliates and licensees a world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use, including, but not limited to the right to copy, publicly perform, and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of, your Content for any purpose. You also irrevocably grant the users of the Services and any Other Media the right to access your Content in connection with their use of the Services and any Other Media. Finally, you irrevocably waive, and cause to be waived, against the Company and its users any claims and assertions of moral rights or attribution with respect to your Content. You acknowledge that we are under no obligation to pay you or anyone else for any use or disclosure of your Content. 


VIII. COPYRIGHTS 
The Company respects the intellectual property of others, and we ask our users to do the same. The Digital Millennium Copyright Act of 1998 (the “Act”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Clients receive a limited license to use deliverables as defined in their licensing agreements with the Company. The Company, under the Act, reserves the right, but not the obligation, to terminate your license to use the Services if it determines in its sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. Therefore, in compliance with the Act, if you believe that any such third-party materials infringe your intellectual property rights, please send a notice to the agent identified below to request a review of the alleged infringement. The notice must include the following information (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Services are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow the Company to locate the material on the Services; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send the Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to the Services should be sent to: 

Utopia Lighting 

14287 Don Julian Rd. 

City of Industry, CA 91746 

by email: info@utopialighting.com 

by phone: (866) 471-7711 

IX. PROPRIETARY RIGHTS 
The Company owns all right, title and interest in and to the Services and all materials and content contained in the Services, including, without limitation, all content, site design, logos, button icons, images, digital downloads, data compilations, text, and graphics are protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of such materials or content is strictly prohibited. Users are granted a limited, non-exclusive, non-transferable license to use the Services solely for their intended purpose as outlined in this Agreement. The Company reserves the right to enforce its intellectual property rights to the fullest extent of the law, including seeking damages and injunctive relief against violations. 

Permission is granted to individual consumers to electronically copy and to print hard copy portions of the Services solely for personal use. Any other use of materials on the Services, including reproduction for purposes other than those noted above, modification, distribution, or republication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written consent of an authorized officer of the Company, is strictly prohibited. 

The Company’s service marks/trademarks may not be used in connection with any product or service that is not provided or authorized by the Company, in any manner that is likely to confuse customers, or in any manner that disparages or discredits the Company. 


X. CHILDREN’S ONLINE PRIVACY PROTECTION ACT NOTIFICATION 
The Services are offered and available to users who are 18 years of age or older. If you are under 18 years of age, you may only use the Services only with the involvement and permission of a parent or legal guardian and only if permitted in your jurisdiction. Children under 13 years of age are prohibited from using the Services. By using the Services, you represent and warrant that you are of legal age to form a binding contract with us and meet all the foregoing eligibility requirements. If we learn we have collected or received personal information from a child under the legal age without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under the age of 13, please contact us at: info@utopialighting.com.  

If you do not meet all these requirements, you must not use and promptly exit the Services.  

Under 47 U.S.C. Section 230(d) as amended, the Company hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from the Electronic Frontier Foundation website located at http://www.eff.org. To view information on our policy regarding the privacy of children under the age of 13, please see our Privacy Policy.

XI. DISCLAIMERS  
DISCLAIMERS OF WARRANTIES: While the Company uses reasonable efforts to include up-to-date information on the Services, the Company makes no warranties or representations as to its accuracy, timeliness, reliability, completeness, or otherwise. THE COMPANY PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY, ITS AFFILIATES, EMPLOYEES, PARTNERS, AGENTS, AND LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR OTHER SERVICES WILL (1) BE UNINTERRUPTED; (2) BE FREE FROM INACCURACIES, ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS; (3) MEET YOUR REQUIREMENTS; OR (4) OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. YOUR USE OF THE SERVICES IS SOLELY AT YOUR RISK. 

XII. EXCLUSION OF DAMAGES 
NONE OF THE COMPANY PARTIES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) OR ANY DAMAGES WHATSOEVER THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR OTHER SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EACH OF THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE SERVICES OR OTHER SERVICES. WITHOUT LIMITING THE FOREGOING, THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF (1) YOUR FAILURE TO COMPLY WITH THE REGISTRATION, ACCOUNTS, AND PASSWORDS LANGUAGE OF THIS AGREEMENT OR THESE TERMS OR (2) CONTENT POSTED TO THE SERVICES OR OTHER SERVICES BY YOU OR ANY THIRD PARTY. 

XIII. LIMITATION OF LIABILITY  
IN NO EVENT WILL THE COMPANY PARTIES’ AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THE SERVICES OR THESE TERMS EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY; OR (B) $500. 

XIV. APPLICABILITY OF DISCLAIMERS, EXCLUSIONS, AND LIMITS 
BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, THE COMPANY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU. 

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.

XV. THIRD-PARTY WEBSITES AND FUNCTIONALITIES 
THE THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR FROM THE SERVICES ARE NOT CONTROLLED BY THE COMPANY. ADDITIONALLY, THIRD PARTIES MAY PROVIDE TOOLS OR SERVICES (“THIRD PARTY TOOLS”) THAT ARE MADE AVAILABLE TO YOU THROUGH OUR SERVICES (FOR EXAMPLE, BUT NOT LIMITED TO, META FEATURES). ACCORDINGLY, THE COMPANY MAKES NO WARRANTIES OR CONDITIONS REGARDING SUCH THIRD-PARTY SERVICES OR WEBSITES OR THIRD-PARTY TOOLS AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SERVICES OR WEBSITES OR THIRD-PARTY TOOLS. YOUR USE OF THIRD-PARTY SERVICES OR WEBSITES, OR THIRD-PARTY TOOLS, IS AT YOUR OWN RISK. THE INCLUSION ON THE SERVICE OF A LINK TO A THIRD-PARTY SERVICE OR WEBSITE, OR THE INCLUSION OF A THIRD-PARTY TOOL, DOES NOT IMPLY AN ENDORSEMENT BY THE COMPANY. WHEN YOU ACCESS ANY OF THESE THIRD-PARTY SERVICES OR SITES, OR THIRD-PARTY TOOLS, YOUR RIGHTS AND OBLIGATIONS WILL BE GOVERNED BY THE AGREEMENTS AND POLICIES RELATING TO THE USE OF THOSE THIRD-PARTY WEBSITES OR SERVICES OR THIRD-PARTY TOOLS. 

XVI. INDEMNIFICATION 
You agree to indemnify and hold harmless the Company Parties, and at the Company’s option defend the Company Parties, from and against any damage, loss, cost or expense (including without limitation, legal fees and costs) incurred in connection with any third-party claim, demand, proceeding or action (“Claim”) brought against any of the Company Parties arising out of your use of the Services or any alleged breach by you of any provision of these Terms of Use, or the infringement by you, or any other subscriber or user of your account, of any intellectual property or other rights of any person or entity. If you are obligated to indemnify any of the Company Parties, the Company may, in its sole and absolute discretion, control the defense and disposition (including its possible settlement) of any Claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise, or in any other manner dispose of any Claim without the written consent of the Company. 

XVII. TERMINATION 
You agree to indemnify and hold harmless the Company Parties, and at the Company’s option defend the In its sole and absolute discretion, with or without notice to you, the Company may suspend or terminate your use of and access to the Services and terminate your account and/or remove and discard anything transmitted by you, or information stored, sent, or received via the Services without prior notice and for any reason, including, but not limited to: (i) concurrent access of the Services with identical user identification; (ii) permitting another person or entity to use your user identification to access the Services; (iii) any unauthorized access or use of the Services, (iv) any violation of these Terms of Use; (v) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Services; (vi) failure to use the Services on a regular basis; or (vii) abuse, deception or fraudulent behavior. Such suspension or termination may include, but not be limited to, suspension or termination of access or rights to receive any content. Upon termination, all licenses granted to you will immediately cease. You may terminate your account for any reason by emailing the Company at info@utopialighting.com. You may unsubscribe from the Company newsletter at any time by emailing the Company at info@utopialighting.com or selecting “Unsubscribe” in any newsletter email you receive from the Company. The Company shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension of the Services. Termination, suspension, or cancellation of the Services or your access rights shall not affect any right or relief to which the Company may be entitled, at law or in equity, and all rights granted to you will automatically terminate and immediately revert to the Company. 


XVIII. GENERAL 
These Terms of Use and the relationship between you and the Company shall be governed by the laws of the United States and the State of California without regard to its conflict of law provisions. Subject to the arbitration provision in Article XIX, and other than small claims actions as permitted therein, any action or proceeding arising from, relating to or in connection with these Terms of Use will be brought exclusively in the federal or state courts located in Los Angeles County, California, and you irrevocably consent to the personal jurisdiction of such courts and agree that it is a convenient forum and that you will not seek to transfer such action or proceeding to any other forum or jurisdiction, under the doctrine of forum nonconveniens or otherwise. Licensors of the Company Services are third-party beneficiaries to these Terms of Use. No failure or delay by the Company in exercising any right, power or privilege under these Terms of Use will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms of Use. Unless otherwise expressly provided herein, the invalidity or unenforceability of any provision of these Terms of Use will not affect the validity or enforceability of any other provision, all of which will remain in full force and effect. You agree that regardless of any statute or law which establishes a different statute of limitations, to the maximum extent permitted under applicable law, any claim or cause of action (including any arbitration) arising out of, related to or connected with the use of the Services, or these Terms of Use, our Privacy Policy, or other Company Transactions or Relationships (as defined in Article XIX) must be filed within one (1) year after such claim or cause of action arose or be forever barred. The paragraph or section titles in these Terms of Use are for convenience only and have no legal or contractual effect. These Terms of Use represent the entire understanding of the parties regarding its subject matter and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter, and may not be amended, altered, or waived except in writing by the party to be charged. These Terms of Use are binding upon and shall be to the benefit of the parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You shall not assign your rights or obligations hereunder without the Company’s prior written consent. 


XIX. ARBITRATION  

BINDING ARBITRATION OF ALL DISPUTES 
We believe that arbitration is a faster, more convenient, and less expensive way to resolve any disputes or disagreements that you may have with us. Therefore, under these Terms of Use, if you have any dispute or disagreement with us regarding or relating to (i) your use of or interaction with the Services; (ii) any purchases or other transactions or relationships with the Company; (iii) any data or information you may provide to the Company or that the Company may gather in connection with such use, interaction or transaction; or (iv) any other unresolved claim or controversy (collectively, “Company Transactions or Relationships”), you will not have the right to pursue a claim in court, or have a jury decide the claim and you will not have the right to bring or participate in any class action or similar proceeding in court or arbitration. By using or interacting with the Services or engaging in any other Company Transactions or Relationships with us, you agree to binding arbitration as provided below. Our rights and obligations under this arbitration provision shall inure to the benefit of each of the Company’s parent company(ies) and/or owners, regardless of whether any of them are named as a co-defendant with us or named individually in a claim that would otherwise be subject to this arbitration provision if brought against us. 

We will make every reasonable effort to informally resolve any complaints, disputes, or disagreements that you may have with us. If those efforts fail, by using our Services, you agree that any complaint, dispute, disagreement, claim, or controversy you may have against the Company, and any claim that the Company may have against you, arising out of, relating to, or connected in any way with these Terms of Use, our Privacy Policy, or any Company Transactions or Relationships shall be resolved exclusively by final and binding arbitration (“Arbitration”) administered by the American Arbitration Association or its successor (the “AAA”) and conducted in accordance with the AAA Commercial Arbitration Rules in effect at that time (the “Applicable Rules”). The most recent version of the AAA rules is available at www.adr.org and is hereby incorporated by reference. You hereby consent to the Mass Arbitration Supplementary Rules, where applicable, and, where applicable, the Mass Arbitration Supplementary Rules shall be included in the defined term “Applicable Rules.” You either acknowledge and agree that you have read and understand the Applicable Rules or waive your opportunity to read the Applicable Rules and waive any claim that the Applicable Rules are unfair or should not apply for any reason. 

To promote efficient handling of arbitration claims, if twenty-five (25) or more substantially similar claims are filed against the Company within reasonably close temporal proximity, by or with the help of an entity or coordinated group of entities, whether or not such claims are filed simultaneously, the AAA will promptly take steps to administer the claims in batches of twenty-five (25) (plus a final batch consisting of any remaining claims). Each batch will be considered as a single consolidated arbitration and will be appointed one arbitrator and with one set of filing and administrative fees per side, one procedural calendar, one hearing (if any), and one final award. The arbitrator will take other steps as necessary for a speedy and efficient resolution of the claims. Claims are of a “substantially similar nature" if they arise out of or relate to the same event or facts, raise similar legal issues and/or causes of action, and seek similar relief. If we disagree on whether this batch arbitration process applies, the AAA will appoint an arbitrator to decide that issue, whose fees will be paid equally between you and the Company, and who may prescribe procedures needed to resolve the disagreement. This batch arbitration process does not authorize a class, collective, consolidated, joint, or mass arbitration or action other than as may be outlined in this Section. 


You further agree that: 

1. Arbitration shall be conducted before a single arbitrator selected in accordance with the Applicable Rules or by mutual agreement between you and the Company (the “Arbitrator”); 

2. The Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability, or formation of these Terms of Use and/or these arbitration provisions hereof, including but not limited to any claim that all or any part of these Terms of Use is void or voidable;  

3. Arbitration proceedings will be held in Los Angeles County, California, or if your claim does not exceed $10,000, then the arbitration will be conducted solely based on the documents you and the Company submit to the arbitrator unless you request a hearing or the arbitrator determines that a hearing is necessary; 

4. The Arbitrator (i) shall apply internal laws of the State of California consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent (if any) that federal law prevails, shall apply the law of the United States, irrespective of any conflict of law principles; (ii) shall entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with California or federal rules of procedure, as applicable; (iii) shall honor claims of privilege recognized at law; and (iv) shall have authority to award any form of legal or equitable relief; 

5. The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator’s complete determination of the dispute and the factual findings and legal conclusions relevant to it (an “Award”). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets; 

6. If any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Applicable Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein.  

7. The Company may modify these arbitration provisions, but such modifications shall only become effective thirty (30) days after the Company has given notice of such modifications and only on a prospective basis for claims arising from Company Transactions and Relationships occurring after the effective date of such notification; and 

8. Nothing herein shall prevent any party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 

Arbitration proceedings will be held in Los Angeles County, California, or if your claim does not exceed $10,000, then the arbitration will be conducted solely based on the documents you and the Company submit to the arbitrator unless you request a hearing or the arbitrator determines that a hearing is necessary; 

The Arbitrator (i) shall apply internal laws of the State of California consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent (if any) that federal law prevails, shall apply the law of the United States, irrespective of any conflict of law principles; (ii) shall entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with California or federal rules of procedure, as applicable; (iii) shall honor claims of privilege recognized at law; and (iv) shall have authority to award any form of legal or equitable relief; 

The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator’s complete determination of the dispute and the factual findings and legal conclusions relevant to it (an “Award”). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets; 

If any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Applicable Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein.  

The Company may modify these arbitration provisions, but such modifications shall only become effective thirty (30) days after the Company has given notice of such modifications and only on a prospective basis for claims arising from Company Transactions and Relationships occurring after the effective date of such notification; and 

Nothing herein shall prevent any party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 


XX. RISK OF LOSS   
The Company shall make all commercially reasonable efforts to maintain the availability of the Services; however, the Company will not be responsible for any damage or losses related to any system errors or interruptions affecting the Services. You accept that the Services could become unavailable unexpectedly as a result of circumstances beyond the Company’s control or routine maintenance. Moreover, the Services may be terminated at any time for any reason without advance notice. All decisions by the Company regarding the Services are final. 

XXI. SANCTIONS AND EXPORT POLICY  
You may not use any service offered or provided by the Company, including, without limitation, the Services, if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Company’s services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services when using any service offered or provided by the Company. 

XXII. NOTICE TO CALIFORNIA USERS 
California residents have specific privacy rights under the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA). Please refer to our Privacy Policy for more information on those rights. 

XXIII. CONTACT US 
If you have any comments, feedback, or questions, including the resolution of a complaint regarding the Services, or if you are seeking further information regarding the Services, the Company can be contacted at: 
Utopia Lighting 

14287 Don Julian Rd. 

City of Industry, CA 91746 

by email: info@utopialighting.com 

by phone: (866) 471-7711