VISUAL LICENSE AGREEMENT

CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE USING THIS COMPUTER SOFTWARE (THE "PROGRAMS") AND ACCOMPANYING DOCUMENTATION (THE "DOCUMENTATION"). YOUR USE OF THE PROGRAMS IS SUBJECT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD REMOVE THE PROGRAMS FROM YOUR COMPUTER AND NOT USE THE PROGRAMS. IF YOU RECEIVED THE PROGRAMS ON CD-ROM PROMPTLY RETURN THE CD-ROM (TOGETHER WITH PROOF OF PAYMENT, IF ANY) TO ACUITY BRANDS LIGHTING, INC. FOR A REFUND OF ANY AMOUNTS YOU HAVE PAID. ONCE YOU HAVE USED THE PROGRAMS, YOU WILL BE DEEMED TO HAVE ACCEPTED THE TERMS OF THIS LICENSE AGREEMENT.

1.0 Ownership

The Programs are proprietary products of Acuity Brands Lighting, Inc. and its licensors, and are protected under applicable copyright and/or trade secret laws. All right, title and interest in and to the Programs shall remain with Acuity Brands Lighting, Inc. and its licensors. This Agreement does not constitute a sale of the Programs, but only conveys to you a limited right to use the Programs in accordance with the terms of this Agreement. Acuity Brands Lighting, Inc. and its licensors retain all rights in the Programs not expressly granted.

2.0 License Termination

You are granted a limited, revocable, nonexclusive, nontransferable license to use the Programs on a single computer in accordance with the Documentation. All proprietary notices in or on a Program shall be duplicated by you on all copies of the Program and shall not be altered or removed. Except as expressly permitted herein, you may not alter, modify, copy, disassemble, decompile, reverse engineer, create derivative works from, or sell, sublicense, rent, or otherwise transfer to any other person or entity, the Programs or the Documentation. Your right to use the Programs shall terminate upon your failure to comply with any term or condition of this Agreement. Upon termination of the licenses granted herein, you must cease all use of the Programs and destroy the Programs (including all copies thereof) and all Documentation, and certify to Acuity Brands Lighting that all Programs and Documentation have been so destroyed. All other rights and obligations set forth herein shall survive termination of the licenses granted herein.

3.0 Limited Warranty and Disclaimer

THE SOFTWARE LICENSED HEREIN IS LICENSED "AS IS" AND ACUITY BRANDS LIGHTING, INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WHICH MIGHT OTHERWISE APPLY TO THE PROGRAMS OR DOCUMENTATION. ALL WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXPRESSLY DISCLAIMED. Some states or jurisdictions do not allow the exclusion of the implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights that vary from state to state. Acuity Brands Lighting, Inc. does not warrant that the operation of the Programs will be uninterrupted or error-free, or that they will meet your requirements.

4.0 Limitations

As the user of the Programs, you are solely responsible for the selection of the Programs to achieve their intended results, for the installation and use made of the Programs, and for the results obtained from the Programs. The Programs are intended to assist with lighting design and are not a substitute for independent lighting analysis and testing for lighting safety and suitability. IN NO EVENT SHALL ACUITY LIGHTING GROUP, INC. OR ITS LICENSORS BE LIABLE WHETHER IN CONTRACT OR IN TORT, FOR ANY LOSSES OR DAMAGES WHATSOEVER, (INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM DIFFERENCES BETWEEN MEASURED LIGHTING SYSTEM PERFORMANCE AND LIGHTING SYSTEM PERFORMANCE PREDICTED BY USING THE PROGRAMS, OR DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE PROGRAMS, EVEN IF ACUITY BRANDS LIGHTING, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL LIABILITY OF THE ACUITY BRANDS LIGHTING TO YOU OR ANY OTHER PARTY FOR ANY LOSSES OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PROGRAMS OR DOCUMENTATION EXCEED THE LICENSE FEES PAID FOR USE OF THE PROGRAMS OR $100, WHICHEVER IS GREATER. Some states or jurisdictions do not allow the exclusion or limitation of certain damages. The limitations provided in this License Agreement are intended to apply to the fullest extent allowable under applicable law.

5.0 Export

You acknowledge that the Programs are subject to restrictions and controls imposed by the United States Export Administration Act (the "Act") and the regulations thereunder. You agree and certify that neither the Programs nor any direct product thereof is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the Act and the regulations thereunder or will be used for any purposes prohibited by the same.

6.0 Government Users

The Programs are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19, and in similar clauses in the NASA FAR Supplement, when applicable.

7.0 Miscellaneous

This Agreement shall be construed in accordance with the laws of the State of Georgia. You agree that the exclusive jurisdiction for any claim or action arising out of or relating to this License Agreement shall be filed only in the state or federal courts located in the state of Georgia, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. This Agreement may not be altered or amended except by a written document signed by an authorized officer of Acuity Brands Lighting, Inc. You may not assign this Agreement or any rights or obligations hereunder to any other person or entity without the prior consent of Acuity Lighting Group, Inc..

Should you have any questions concerning this Agreement or the Programs, or the Documentation, please contact Acuity Brands Lighting, Inc. by calling (800) 279-8043.