Terms of Use and Conditions of Sale

These Terms of Use and Conditions of Sale, referred to as the "Terms," constitute a legally binding agreement between you and NOVA LIGHTING, INC., a Utah corporation, doing business as Nova Lighting, together with its affiliates, subsidiaries, successors, and authorized representatives, collectively referred to as "Nova Lighting," "Nova," "we," "us," or "our."

These Terms govern:

1. Your access to and use of NovaLighting.com and any related webpages, online catalogs, customer portals, applications, content, features, and services that link to these Terms, collectively referred to as the "Site";
2. The creation and use of customer accounts and wishlists;
3. Requests for consultations, quotes, product information, or other assistance through the Site;
4. Purchases made through the Site; and
5. Any showroom, telephone, email, designer, contractor, builder, trade-account, or other transaction, quote, receipt, order, or agreement that expressly incorporates these Terms.

By creating an account, checking an unchecked box that conspicuously links to these Terms, submitting an order through a process that clearly states your action constitutes acceptance, or otherwise affirmatively agreeing to these Terms, you acknowledge that you have read, understood, and agreed to be bound by them. Mere access to or use of the Site constitutes agreement only to the Site-use provisions to the extent enforceable and does not, by itself, establish assent to the arbitration agreement or Conditions of Sale.

If you do not agree to these Terms, do not use the Site, create an account, or submit an order.

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Site or place an order.

If you use the Site or make a purchase on behalf of a company, contractor, designer, builder, property owner, trust, organization, or other person or entity, you represent and warrant that you have authority to bind that person or entity to these Terms. In that circumstance, the words "you" and "your" include both you individually and the person or entity on whose behalf you are acting.

The Site is intended for a general adult audience and is not directed to children under 13.

We may revise these Terms periodically.

The revised Terms will be posted on the Site with an updated effective date. Unless otherwise stated, revised Terms apply prospectively from the date they are posted and do not retroactively change the terms governing a previously completed purchase.

When required by law, we will provide additional notice of material changes. Your continued use of the Site after revised Terms become effective constitutes acceptance of the revised Terms to the extent permitted by law. A material revision to the arbitration agreement, class-action waiver, liability cap, or claim-limitation period will not apply to a previously created account or accepted order without the notice and affirmative assent required by applicable law.

The version in effect when you submit an order will ordinarily govern that order unless a separate written agreement expressly provides otherwise.

Our Privacy Policy, Shipping Policy, Return Policy, warranty information, product-specific terms, promotional terms, and other transactional policies made available through the Site are incorporated into these Terms by reference. Our Privacy Policy is a separate notice of information practices and is not incorporated herein as a contractual term except to the extent expressly stated or required by law.

A subject-specific policy will control with respect to the particular subject it addresses. These Terms will control on all other matters, including dispute resolution, limitations of liability, intellectual property, and acceptable use, unless another policy expressly states that it supersedes a particular provision of these Terms.

A separate written agreement signed or expressly approved by an authorized Nova Lighting representative will control over these Terms to the extent of a direct conflict.

Our collection, use, storage, and disclosure of personal information are described in our Privacy Policy.

By using the Site, you acknowledge that information you provide will be handled as described in the Privacy Policy. The Privacy Policy is a notice of our information practices and does not create contractual rights beyond those provided by applicable law.

You are responsible for ensuring that any personal information you provide is accurate and that you have authority to provide it.

By using the Site, creating an account, requesting information, or submitting an order, you consent to receive transaction-related communications electronically, including by email, through your account, or through notices posted on the Site.

Electronic communications may include order confirmations, invoices, receipts, shipping information, product notices, policy updates, and other records relating to your transaction.

You agree that electronic communications and records that are capable of being retained by you satisfy any legal requirement that the communication or record be in writing, to the extent permitted by law. You should download or print a copy of the Terms and policies governing each order or transaction.

This consent does not constitute consent to receive promotional text messages or automated marketing communications where separate consent is required by law.

You are responsible for maintaining a current email address and reviewing communications we send regarding your account or orders.

Certain Site features may require a customer account.

When creating or using an account, you agree to:

1. Provide accurate, current, and complete information;
2. Promptly update information that changes;
3. Maintain the confidentiality of your username and password;
4. Prevent unauthorized access to your account; and
5. Notify us promptly if you suspect unauthorized use or a security breach.

You may not share, sell, transfer, or assign your account without our written permission.

You are responsible for activity occurring through your account before you notify us of unauthorized access, except to the extent applicable law provides otherwise.

We may suspend, restrict, or terminate an account if we reasonably believe that it has been compromised, is being used unlawfully, violates these Terms, or presents a risk to Nova Lighting, our customers, or another person.

Subject to these Terms, Nova Lighting grants you a limited, revocable, nonexclusive, nontransferable license to access and use the Site for lawful personal or internal business purposes relating to researching or purchasing products from Nova Lighting.

This license does not transfer ownership of any Site content or intellectual property.

You may not, directly or through another person or automated system:

1. Use the Site for unlawful, fraudulent, deceptive, abusive, or harmful purposes;
2. Violate any applicable law, regulation, code, court order, or third-party right;
3. Attempt to gain unauthorized access to an account, system, server, database, network, or restricted portion of the Site;
4. Circumvent authentication, security, rate-limit, access-control, or technological protection measures;
5. Introduce malware, viruses, malicious code, corrupted data, or other harmful materials;
6. Interfere with the security, operation, availability, or performance of the Site;
7. Conduct vulnerability scanning, penetration testing, denial-of-service activity, or security testing without our prior written authorization;
8. Scrape, crawl, spider, harvest, index, download, extract, copy, or systematically collect Site content or product data through automated means without our written permission;
9. Use Site content or data to create or enhance a competing product catalog, database, marketplace, pricing service, or commercial service;
10. Use Site content to train, develop, benchmark, validate, or improve an artificial-intelligence or machine-learning system without our written permission;
11. Reverse engineer, decompile, disassemble, or attempt to discover source code underlying the Site;
12. Copy, reproduce, modify, distribute, sell, license, publicly display, republish, frame, mirror, or create derivative works from the Site or its content except as expressly permitted;
13. Remove copyright, trademark, attribution, or proprietary notices;
14. Impersonate another person or misrepresent your identity, authority, affiliation, or intentions;
15. Submit false reviews, fraudulent orders, inaccurate payment information, or misleading content;
16. Use another person's payment method or account without authorization;
17. Engage in unauthorized resale, diversion, export, or distribution of products;
18. Use the Site in a manner that imposes an unreasonable or disproportionately large load on our systems; or
19. Encourage or assist another person in doing any of these things.

We may investigate suspected violations and cooperate with law enforcement, payment processors, manufacturers, carriers, courts, regulators, or other appropriate parties.

The Site and its content, including text, graphics, photographs, product displays, videos, layouts, designs, icons, software, databases, compilations, logos, trade dress, and other materials, are owned by, licensed to, or otherwise lawfully used by Nova Lighting and are protected by applicable intellectual-property laws.

"Nova Lighting," associated logos, slogans, designs, and other source identifiers are used by Nova Lighting as trade names, trademarks, service marks, or trade dress. Nova Lighting reserves all rights it may have in those identifiers under applicable law, subject to any rights held by third parties. Nothing in these Terms constitutes a representation that any such identifier is federally or state registered, exclusively owned by Nova Lighting, or free from the rights or claims of another person. No right to use any trademark, service mark, logo, trade name, or trade dress is granted without prior written permission from the person holding the applicable rights.

Product names, manufacturer names, photographs, descriptions, trademarks, and logos appearing on the Site may belong to their respective manufacturers or other third parties. Nova Lighting's use of third-party names and marks is for identification and informational purposes and does not imply ownership, sponsorship, endorsement, or affiliation except as expressly stated. All rights of third parties in their respective intellectual property are acknowledged and reserved.

We make reasonable efforts to present helpful and accurate product information. However, much of the product information on the Site is supplied by manufacturers, distributors, data providers, or other third parties.

Product information may contain errors, omissions, delays, or outdated information. We do not warrant that product descriptions, photographs, pricing, availability, specifications, dimensions, weights, finishes, colors, materials, lead times, ratings, certifications, instructions, compatibility information, or other Site content are complete, current, or error-free.

We reserve the right to correct information at any time, including after an order is submitted.

Product images and appearance

Photographs and digital renderings are provided for general reference. Actual products may differ in color, tone, texture, sheen, scale, proportion, pattern, finish, or appearance because of:

• Screen and device settings;
• Photography and lighting conditions;
• Manufacturing tolerances;
• Product revisions;
• Hand-finishing;
• Natural variation in wood, stone, alabaster, glass, leather, fabric, or metal;
• Aging, patina, oxidation, or exposure to environmental conditions; and
• Differences among production runs.

Such variations do not necessarily constitute defects.

Dimensions, specifications, and rough-in requirements

You must verify current dimensions, weights, mounting requirements, electrical requirements, cutout measurements, clearances, canopy sizes, junction-box locations, structural requirements, lamping, controls, and compatibility information before ordering, construction, rough-in, cabinetry, wiring, installation, or modification of property.

Do not rely solely on a photograph, general description, preliminary specification, or prior version of a manufacturer's document for construction or installation decisions.

Whenever measurements or compatibility are important, obtain and review the manufacturer's current specification sheet and installation instructions and confirm the actual product before completing permanent construction.

Photometric and performance information

Lumen output, wattage, color temperature, color-rendering index, beam spread, estimated life, energy usage, dimming performance, airflow, motor performance, ratings, certifications, and similar information are generally based on manufacturer-supplied data and testing conditions.

Actual performance may vary based on installation, voltage, controls, lamps, drivers, environmental conditions, room finishes, maintenance, and other factors.

Unless services are provided under a separate written professional-services agreement, information and recommendations provided through the Site or by Nova Lighting personnel are general product-selection assistance only.

They are not a substitute for the judgment of a licensed electrician, architect, engineer, contractor, interior designer, building-code professional, or other qualified professional familiar with your specific property and project.

You and your professional advisers are responsible for determining:

1. Whether a product is appropriate for its intended location and use;
2. Required quantities and dimensions;
3. Compatibility with existing wiring, controls, dimmers, lamps, transformers, drivers, junction boxes, mounting systems, and building components;
4. Necessary structural support and clearances;
5. Compliance with electrical, fire, energy, accessibility, building, zoning, and other applicable codes;
6. Whether a product is properly rated for wet, damp, dry, exterior, coastal, marine, hazardous, or other conditions;
7. Whether permits, inspections, approvals, or professional services are required; and
8. Whether installation can be safely completed.

No oral statement, estimate, recommendation, rendering, or informal communication creates a warranty or modifies an order unless it is expressly included in a written agreement or order confirmation authorized by Nova Lighting.

Lighting fixtures, ceiling fans, controls, electrical components, and related products can create risks of electrical shock, fire, property damage, serious injury, or death if improperly selected, assembled, modified, supported, installed, used, or maintained.

Products must be installed and used:

• In accordance with the manufacturer's current instructions and warnings;
• By appropriately qualified and licensed professionals where required or advisable;
• With electrical power properly disconnected;
• Using appropriate structural support and approved electrical components;
• In compliance with applicable codes, permits, and inspection requirements; and
• Only in environments and applications for which the product is rated.

Do not install a product that appears damaged, incomplete, incorrect, incompatible, or different from what was ordered. Contact Nova Lighting before installation.

Installation, assembly, cutting wires, clipping wires, altering components, discarding packaging, or modifying a product may affect return eligibility and warranty coverage.

Unless Nova Lighting has expressly agreed in a separate written contract to provide installation services, Nova Lighting is acting solely as a product retailer and is not responsible for installation, construction, electrical work, structural work, code compliance, permitting, inspection, or the acts or omissions of independent contractors.

Product listings, advertisements, quotes, shopping-cart contents, and order summaries are invitations to submit an order and are not binding offers by Nova Lighting.

Your submission of an order constitutes an offer to purchase the identified products under these Terms.

An automated acknowledgment, payment authorization, or order number confirms only that we received your order. It does not necessarily constitute acceptance.

We may accept an order by sending an express acceptance or shipping, releasing, or making the product available for pickup. We may decline or cancel an order before acceptance for any lawful reason, including:

• Product unavailability;
• Manufacturer discontinuation;
• Pricing, description, or data errors;
• Suspected fraud or unauthorized payment;
• Quantity limitations;
• Shipping restrictions;
• Manufacturer or distribution restrictions;
• Suspected unauthorized resale or diversion;
• Inability to verify information;
• Technical errors; or
• Circumstances beyond our reasonable control.

If we cancel an order after collecting payment, we will refund the applicable amount to the original payment method unless another method is required or agreed upon.

Prices and promotions may change without notice before an order is accepted.

Prices shown on the Site may differ from showroom, trade, contractor, designer, negotiated, project, or manufacturer-specific pricing. Unless expressly stated, prices do not include sales tax, use tax, shipping, handling, delivery, storage, installation, permit, disposal, or other charges.

You are responsible for all applicable taxes and charges associated with your order, except taxes imposed on Nova Lighting's net income.

Promotional offers, coupons, discounts, rebates, free-shipping offers, and special pricing are subject to their stated conditions and may not be combined unless expressly permitted.

We may correct pricing, calculation, discount, or typographical errors before accepting an order. If an accepted order contains a material pricing error, we may contact you for approval of the corrected price or cancel and refund the affected portion of the order, to the extent permitted by law.

By providing payment information, you represent that:

1. The information is accurate;
2. You are authorized to use the payment method;
3. Charges incurred by you may be submitted for authorization and payment; and
4. You will pay all authorized amounts associated with the order.

A temporary authorization hold may differ from the final charge.

Inventory status, availability, manufacturing time, processing time, estimated ship dates, delivery dates, and lead times are estimates only and may be based on information supplied by manufacturers, distributors, or carriers.

They are not guarantees unless Nova Lighting expressly states otherwise in a signed writing. For an order subject to the Federal Trade Commission's Mail, Internet, or Telephone Order Merchandise Rule, if we cannot ship within the promised or legally applicable time, we will request your consent to the delay or cancel and refund the unshipped merchandise as required by law.

Production delays, supply-chain issues, carrier delays, weather, labor disruptions, customs issues, allocation decisions, manufacturer changes, backorders, and other circumstances may affect delivery.

Do not schedule electricians, installers, contractors, inspections, construction, demolition, or other dependent services until all required products have arrived and have been inspected for correctness, completeness, condition, and compatibility.

Except to the extent expressly agreed in a signed writing, Nova Lighting is not responsible for labor charges, contractor fees, lost time, project delays, financing costs, storage costs, substitute-product costs, missed appointments, liquidated damages, or other losses arising from manufacturing, shipping, delivery, or availability delays.

Shipping, freight, delivery, inspection, pickup, damage-reporting, title, and risk-of-loss related requirements are governed by the Shipping Policy and Return Policy in effect when the order is placed. Unless an accepted order states otherwise, risk of loss for a Consumer Order passes upon delivery to the designated address, while a commercial, wholesale, trade, contractor, designer, builder, or project order is F.O.B. the applicable shipping point and risk of loss passes when the product is tendered to the carrier, in each case subject to applicable law.

Delivery dates and appointment windows are estimates.

For curbside or freight deliveries, you are responsible for:

• Providing accurate contact and delivery information;
• Ensuring reasonable and lawful delivery access;
• Being available during the delivery window;
• Inspecting the shipment and packaging;
• Recording visible damage or shortages on the carrier's delivery documents; and
• Promptly reporting damage, shortages, or errors as required by the applicable policy.

Additional carrier, storage, redelivery, address-correction, return-freight, accessorial, or similar charges resulting from inaccurate information, missed appointments, refusal of non-damaged merchandise, inaccessible locations, or failure to accept delivery may be charged to you to the extent permitted by law.

Nothing in this section eliminates rights that cannot legally be waived.

You must inspect products promptly after delivery or pickup and before installation.

You must notify Nova Lighting of:

• Visible shipping damage;
• Concealed damage;
• Missing components;
• Incorrect products;
• Quantity discrepancies;
• Manufacturing defects; or
• Other problems

within the period and using the procedures stated in the Shipping Policy, Return Policy, manufacturer warranty, or applicable law. A stated reporting period may affect carrier or manufacturer remedies, but it does not eliminate a consumer right that cannot lawfully be waived.

Prompt notice allows Nova Lighting and the applicable carrier or manufacturer to investigate and preserve available remedies.

Failure to inspect, preserve packaging, document damage, or provide timely notice may impair or eliminate remedies available from the carrier or manufacturer, except where applicable law provides otherwise.

Cancellations, returns, restocking charges, return freight, nonreturnable products, custom products, clearance merchandise, installed or modified products, damaged products, defective products, refunds, credits, and Return Goods Authorizations are governed by the Return Policy in effect at the time of purchase.

Submitting a cancellation request does not guarantee that an order can be canceled. Products that have entered production, been released by a manufacturer, or shipped may not be cancelable.

Refunds will ordinarily be issued to the original payment method, subject to applicable policies, processing times, deductions, and legal requirements.

You may not initiate a knowingly false, fraudulent, or duplicative chargeback. Nothing in these Terms prevents you from exercising legitimate rights under applicable payment-card or consumer-protection laws.

Products may be covered by warranties offered by their manufacturers.

Manufacturer warranties are provided by the applicable manufacturer, not by Nova Lighting, unless Nova Lighting expressly identifies itself in writing as the warrantor.

Warranty terms, exclusions, registration requirements, claim procedures, repair obligations, replacement obligations, labor coverage, shipping responsibilities, and available remedies vary by manufacturer and product.

To the extent available and transferable, Nova Lighting will pass through applicable manufacturer warranty rights to the original purchaser and may provide reasonable assistance with a manufacturer claim. Nova Lighting does not control and is not responsible for a manufacturer's investigation, decision, performance, insolvency, discontinuation, replacement availability, or warranty administration.

Any manufacturer statement or warranty does not become a separate warranty by Nova Lighting merely because it appears on the Site, is provided with a product, or is communicated by Nova Lighting.

Written consumer-product warranties should be reviewed before purchase.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, SITE CONTENT, SERVICES, INFORMATION, RECOMMENDATIONS, AND PRODUCTS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." EXCEPT FOR ANY EXPRESS WRITTEN WARRANTY PROVIDED DIRECTLY BY NOVA LIGHTING, NOVA LIGHTING DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, SAMPLE, MODEL, DESCRIPTION, OR TRADE PRACTICE. IF NOVA LIGHTING PROVIDES A WRITTEN WARRANTY OR ENTERS INTO A SERVICE CONTRACT FOR A CONSUMER PRODUCT, THIS DISCLAIMER WILL NOT APPLY TO IMPLIED WARRANTIES TO THE EXTENT PROHIBITED BY THE MAGNUSON-MOSS WARRANTY ACT OR OTHER APPLICABLE LAW.

NOVA LIGHTING DOES NOT WARRANT THAT:

• THE SITE WILL BE AVAILABLE, SECURE, UNINTERRUPTED, OR ERROR-FREE;
• DEFECTS OR ERRORS WILL BE CORRECTED;
• THE SITE OR ITS SERVERS WILL BE FREE OF VIRUSES OR HARMFUL COMPONENTS;
• PRODUCT INFORMATION WILL ALWAYS BE COMPLETE, CURRENT, OR ACCURATE;
• A PRODUCT WILL BE SUITABLE FOR YOUR PARTICULAR PROJECT OR LOCATION;
• PRODUCTS WILL APPEAR EXACTLY AS SHOWN ON A SCREEN;
• PRODUCTS WILL BE AVAILABLE OR DELIVERED BY AN ESTIMATED DATE; OR
• MANUFACTURERS, CARRIERS, CONTRACTORS, OR OTHER THIRD PARTIES WILL PERFORM THEIR OBLIGATIONS.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, these exclusions apply only to the maximum extent permitted by law.

Nothing in these Terms disclaims a warranty or consumer right that cannot lawfully be disclaimed.

To the maximum extent permitted by law and subject to applicable manufacturer warranties and consumer rights, Nova Lighting's obligation concerning a product claim will be limited, at Nova Lighting's option, to one or more of the following:

1. Assisting with a manufacturer warranty claim;
2. Repairing the affected product;
3. Replacing the affected product or component;
4. Accepting an authorized return;
5. Issuing store credit; or
6. Refunding the amount paid to Nova Lighting for the affected product.

The specific remedy will be determined under the applicable Return Policy, manufacturer warranty, written sales agreement, and governing law.

Nova Lighting is not responsible for removal, disassembly, installation, reinstallation, refinishing, construction, repair to surrounding property, electrician charges, contractor charges, equipment rental, scaffolding, lift charges, travel, lost labor, or similar expenses unless Nova Lighting expressly agreed in writing to pay them or applicable law requires otherwise.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOVA LIGHTING AND ITS AFFILIATES, PREDECESSORS, SUCCESSORS, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SERVICE PROVIDERS, LICENSORS, SUPPLIERS, AND CONTRACTORS, COLLECTIVELY THE "NOVA PARTIES," WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

This exclusion includes damages arising from or relating to:

• Loss of profits, revenue, business, goodwill, opportunities, anticipated savings, or contracts;
• Loss, corruption, disclosure, or interruption of data;
• Business interruption;
• Project delays;
• Increased construction or labor costs;
• Missed appointments;
• Substitute products or services;
• Loss of use;
• Property downtime;
• Emotional distress;
• Reputational harm; or
• Claims by third parties,

whether the claim is based on contract, warranty, tort, negligence, strict liability, statute, restitution, indemnity, or any other theory, and whether or not Nova Lighting was advised that such damages were possible. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE NOVA PARTIES ARISING FROM OR RELATING TO THE SITE, A PRODUCT, AN ORDER, OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

1. ONE HUNDRED DOLLARS; OR
2. THE AMOUNT YOU PAID DIRECTLY TO NOVA LIGHTING FOR THE SPECIFIC PRODUCT OR TRANSACTION GIVING RISE TO THE CLAIM.

Multiple claims arising from the same or related events will not increase this limit. These limitations apply even if a limited remedy fails of its essential purpose. The limitations do not apply to refund obligations expressly required by these Terms or to liability that cannot lawfully be excluded or limited, which may include liability for certain personal injuries caused by consumer goods to the extent an exclusion is unconscionable, gross negligence, willful misconduct, fraud, or nonwaivable statutory rights, as determined under applicable law.

Nova Lighting sells products manufactured by third parties and may use or link to services provided by payment processors, financing providers, manufacturers, carriers, social-media platforms, mapping providers, analytics providers, installers, or other third parties. Third parties are independent from Nova Lighting. Unless expressly stated in a signed agreement, Nova Lighting does not control, endorse, guarantee, or assume responsibility for:

• Third-party websites or content;
• Manufacturer conduct or warranties;
• Carrier services;
• Financing or payment services;
• Independent contractors or installers;
• Third-party privacy or security practices; or
• Products or services purchased directly from a third party.

Your dealings with a third party may be governed by separate terms between you and that third party.

Links are provided for convenience and do not imply endorsement.

The Site may allow you to submit reviews, photographs, comments, questions, project information, designs, suggestions, testimonials, or other content, collectively referred to as "User Content."

You retain ownership of your User Content. For User Content you choose to submit for public posting, such as a review or customer photograph, you grant Nova Lighting a worldwide, nonexclusive, royalty-free, fully paid, transferable, sublicensable license to host, store, reproduce, modify for formatting, publish, display, distribute, and otherwise use such User Content for operating, improving, marketing, and promoting Nova Lighting and its products and services. Project plans, room photographs, measurements, and similar materials submitted privately for a consultation or order may be used to provide the requested services, maintain business records, and improve internal operations, but will not be used in public marketing without separate permission.

This license continues for content already used or incorporated into materials even if you later delete your account, subject to applicable privacy law.

You represent and warrant that:

1. You own the User Content or have all necessary permissions;
2. The User Content is accurate and not misleading;
3. The User Content does not infringe intellectual-property, privacy, publicity, contractual, or other rights;
4. The User Content does not contain unlawful, defamatory, threatening, obscene, deceptive, discriminatory, or malicious material;
5. The User Content does not contain malware or harmful code; and
6. You have disclosed any material connection, compensation, discount, free product, employment relationship, or incentive associated with a review or endorsement.

We may remove, restrict, decline to publish, or moderate User Content at our discretion, but we are not obligated to monitor all User Content.

If you provide ideas, suggestions, concepts, or other feedback relating to Nova Lighting, the Site, or our products and services, you grant Nova Lighting the unrestricted right to use and commercialize that feedback without compensation, attribution, confidentiality obligation, or restriction.

Do not submit confidential information as feedback.

If you believe content on the Site infringes your copyright, send a written notice containing sufficient information to identify:

1. The copyrighted work;
2. The allegedly infringing material and its location;
3. Your contact information;
4. A statement of your good-faith belief that the use is unauthorized;
5. A statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act for the copyright owner; and
6. Your physical or electronic signature.

Notices should be sent to:

Nova Lighting may remove allegedly infringing material and terminate repeat infringers where appropriate.

We may suspend, limit, or terminate your access to the Site or an account if:

• You violate these Terms;
• We reasonably suspect fraud, abuse, unauthorized access, or unlawful conduct;
• Your use creates legal, security, operational, or reputational risk;
• Required by a manufacturer, service provider, regulator, court, or law-enforcement agency;
• Necessary to protect Nova Lighting or another person; or
• We discontinue the Site or a feature.

Termination does not eliminate obligations or liabilities that arose before termination.

Provisions that by their nature should survive termination will survive, including intellectual-property provisions, warranty disclaimers, liability limitations, indemnity, dispute resolution, and miscellaneous provisions.

For a commercial, wholesale, trade, contractor, designer, builder, resale, business, or project transaction, and to the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless the Nova Parties from third-party claims, demands, proceedings, damages, judgments, losses, liabilities, penalties, fines, costs, and reasonable attorneys' fees arising from or relating to the matters below. For a Consumer Order, this section applies only to the extent permitted by law and only to a third-party claim caused by your unlawful conduct, intentional misuse of a product, or knowing material breach of these Terms:

1. Your unlawful or unauthorized use of the Site;
2. Your material violation of these Terms;
3. Your User Content;
4. Your infringement or violation of another person's rights;
5. Fraudulent, deceptive, or unauthorized activity through your account;
6. Your resale, export, modification, misuse, or improper installation of a product; or
7. Your failure to comply with applicable laws, codes, instructions, or warnings.

This obligation does not apply to the extent a claim is caused by the gross negligence, willful misconduct, or other legally non-indemnifiable conduct of a Nova Party.

Nova Lighting may control the defense and settlement of an indemnified claim, provided that Nova Lighting may not agree to a settlement requiring you to admit wrongdoing or pay an amount not covered by the indemnity without your consent, which will not be unreasonably withheld.

Before commencing arbitration or litigation, the complaining party must send the other party an individualized written Notice of Dispute.

A notice to Nova Lighting must be sent to:

The notice must include:

1. The complaining party's name and contact information;
2. Any relevant account, invoice, or order number;
3. A detailed description of the dispute;
4. The facts and documents supporting the claim; and
5. The specific relief requested.

Nova Lighting will send notices to the most recent address or email associated with your account or transaction.

The parties will attempt in good faith to resolve the dispute for at least 60 days after receipt of the notice. Any applicable limitation period will be tolled during this 60-day period.

A party may proceed sooner when immediate injunctive relief is reasonably necessary to prevent imminent harm.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHT TO GO TO COURT.

Except for the matters specifically excluded below, you and Nova Lighting agree that any dispute, claim, or controversy arising from or relating to:

• The Site;
• These Terms;
• A product or service;
• An order or transaction;
• Advertising or communications;
• Your account;
• The relationship between you and Nova Lighting; or
• The validity, interpretation, performance, breach, or termination of these Terms

will be resolved through final and binding individual arbitration rather than in court.

This agreement applies to claims based on contract, tort, negligence, warranty, statute, regulation, misrepresentation, restitution, equity, or any other legal theory, whether the claim arose before or after acceptance of these Terms.

Governing arbitration law

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

Arbitration administrator and rules

The arbitration will be administered by the American Arbitration Association, or "AAA." Nova Lighting will comply with the AAA's applicable consumer-clause registration and fee requirements. If AAA declines to administer a consumer arbitration because Nova Lighting failed to comply with those requirements, the consumer may elect to pursue the dispute in a court of competent jurisdiction.

For a transaction primarily for personal, family, or household purposes, the AAA Consumer Arbitration Rules and Mediation Procedures will apply.

For a commercial or business transaction that is not a consumer transaction, the AAA Commercial Arbitration Rules will apply.

The applicable AAA rules are incorporated into this section by reference.

If AAA is unavailable or declines to administer the matter, the parties will attempt to select another nationally recognized arbitration administrator. If they cannot agree, a court with jurisdiction may appoint an administrator or arbitrator under applicable law.

Location and manner

Consumer arbitration may be conducted by telephone, video conference, written submissions, in the county where you reside, or at another reasonably convenient location permitted by the applicable rules.

Nonconsumer arbitration will be conducted in Utah County, Utah, unless the parties agree otherwise.

Fees

Payment of filing, administrative, and arbitrator fees will be governed by applicable law and the AAA rules.

Nova Lighting will pay fees it is required to pay under those rules or applicable law. Each party will otherwise bear its own attorneys' fees and costs unless a statute, rule, or arbitration award provides otherwise.

Arbitrator's authority

The arbitrator may award the same individualized relief that a court could award, subject to these Terms and applicable law.

The arbitrator may not award relief for or against anyone who is not a party to the individual arbitration.

The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions.

A court with jurisdiction may enter judgment on the arbitration award.

Matters not required to be arbitrated

Either party may bring an eligible individual claim in small-claims court.

Either party may seek temporary or preliminary injunctive relief in court when necessary to preserve the status quo or prevent imminent misuse of intellectual property, unauthorized access, data theft, cybersecurity harm, or other irreparable harm while arbitration is pending.

Questions concerning whether the parties formed an agreement to arbitrate will be decided by a court unless applicable law requires otherwise.

YOU AND NOVA LIGHTING AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY.

Neither party may bring or participate in a class action, collective action, consolidated action, mass action, private-attorney-general action, or other representative proceeding.

The arbitrator may not combine claims belonging to different individuals or entities and may not preside over a representative or class proceeding.

If a court determines that this waiver cannot lawfully be enforced for a particular claim or form of relief, only that claim or requested relief will proceed in court after all arbitrable claims have been completed. The remaining portions of the arbitration agreement will remain enforceable to the maximum extent permitted by law.

You may opt out of the arbitration agreement in Sections 31 and 32 by sending a written opt-out notice within 30 days after you first accept these Terms.

Your notice must include:

1. Your full name;
2. Your mailing address;
3. Your email address;
4. Any relevant account number;
5. A clear statement that you are opting out of the Nova Lighting arbitration agreement; and
6. Your signature.

Send the notice to:

Opting out will not affect your ability to use the Site or purchase products. An opt-out applies only to the individual who properly submits it and does not bind another account holder, company, or person.

Except for matters governed by the Federal Arbitration Act, these Terms and any dispute between you and Nova Lighting will be governed by the laws of the State of Utah, without regard to conflict-of-law principles.

For disputes not subject to arbitration, you and Nova Lighting consent to the exclusive jurisdiction of the state and federal courts located in Utah County, Utah, except where applicable consumer law gives you a nonwaivable right to bring a claim elsewhere.

Each party waives objections based on personal jurisdiction, venue, or inconvenient forum to the extent legally permitted.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR ANY DISPUTE THAT PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND NOVA LIGHTING KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY.

To the maximum extent permitted by law, a claim for breach of contract or warranty arising from or relating to the Site, a product, a transaction, or these Terms must be commenced within one (1) year after the claim accrued.

If applicable law does not permit that limitation for a particular claim, the shortest legally permitted period will apply.

This section does not shorten a manufacturer warranty period or a nonwaivable statutory limitation period.

The Site is controlled from the United States.

We do not represent that the Site or its content is appropriate or legally available in every jurisdiction.

You are responsible for complying with laws applicable to your location and use. You may not purchase, export, reexport, transfer, or use products or technology in violation of United States export controls, sanctions, embargoes, or other applicable trade restrictions.

Nova Lighting will not be liable for delay, failure, interruption, shortage, or cancellation caused by circumstances beyond its reasonable control.

Such circumstances may include natural disasters, severe weather, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, transportation interruptions, carrier failures, port congestion, customs delays, supply shortages, manufacturer delays, utility failures, internet outages, cyberattacks, government actions, changes in law, embargoes, or other events beyond Nova Lighting's reasonable control.

Nova Lighting may allocate available inventory, extend performance dates, suspend performance, offer alternatives, or cancel affected portions of an order and refund amounts paid for products not provided.

You may not assign or transfer these Terms, an account, without Nova Lighting's prior written consent. Any attempted assignment or transfer in violation of this section is void.

Nova Lighting may, without your consent and, except as required by applicable law, without prior notice to you: (a) assign its rights to payment or other amounts due; and (b) assign these Terms, an account relationship, or an order, or delegate its associated obligations, to an affiliate or to a successor in connection with a merger, consolidation, reorganization, financing, sale of equity or assets, transfer of operations, change in control, or other disposition of all or substantially all of the business or assets to which these Terms relate. Any person assuming responsibility for an uncompleted order must agree to perform the obligations assigned to it.

No assignment or delegation will reduce your rights under an accepted order or relieve Nova Lighting of any obligation or liability to the extent Nova Lighting remains responsible under applicable law. These Terms will bind and benefit the parties and their respective permitted successors and assigns.

A delay or failure to enforce a provision does not waive the right to enforce it later.

A waiver must be in writing and applies only to the particular circumstance identified.

If a provision of these Terms is found unlawful, invalid, or unenforceable, it will be enforced to the maximum extent permitted by law.

If necessary, the provision will be modified to most closely reflect its lawful purpose. The remaining provisions will remain in effect unless applicable law requires otherwise.

The arbitration and class-action provisions are also subject to their specific severability language.

These Terms, together with incorporated policies, applicable product terms, and the accepted order, constitute the entire agreement regarding your use of the Site and purchases through the Site.

They supersede prior or contemporaneous communications on the same subject, except for a separate written agreement expressly approved by an authorized Nova Lighting representative.

In the event of a direct conflict, the following order ordinarily applies:

1. A separate signed written agreement;
2. An accepted written order or quote containing transaction-specific terms;
3. Product-specific or promotion-specific terms;
4. The Return Policy or Shipping Policy with respect to its stated subject; and
5. These Terms.

No employee or representative may modify these Terms through an oral statement.

Except for the Nova Parties expressly protected by these Terms, these Terms do not create rights in any third party.

Headings are provided for convenience and do not limit the meaning of a provision.

Words such as "including" and "includes" mean "including without limitation."

These Terms will not be interpreted against a party merely because that party participated in drafting them.

Questions about these Terms may be directed to: