Terms of Service & Installation Agreement

For purposes of this Agreement, the following capitalized terms shall have the meanings set out below:

• “Agreement” means this Terms of Service and Installation Agreement, together with any proposal, quote, change order, or written addendum executed by the parties.
• “System” means the permanent outdoor LED lighting installation supplied by Number One Lights, including LED pucks, aluminum hat-track, low-voltage wiring, control box, mounting hardware, and the GOULY companion software application.
• “Substantial Completion” means the date upon which the System has been installed and is operational for its primary lighting function, irrespective of minor punch-list items or cosmetic preferences.
• “Defect” means a verified failure of supplied hardware or workmanship that prevents normal lighting operation under ordinary use, and that has been confirmed by Number One Lights or its designated technician.
• “Property” means the address or addresses at which the System is to be installed, as identified in the proposal.
• “Deposit” means any pre-installation payment remitted by the Client to Number One Lights, irrespective of label, including reservation fees, booking fees, scheduling fees, and partial payments.

Number One Lights shall supply and install the System strictly in accordance with the written proposal accepted by the Client. Only items expressly enumerated in the proposal are included in the contracted scope of work.

The following are expressly excluded unless specifically stated in the proposal in writing:

• Structural repair, reinforcement, replacement, or remediation of any kind.
• Soffit, fascia, siding, roofing, or building envelope repair or replacement.
• Electrical panel upgrades, new dedicated circuits, sub-panels, or service entrance modifications.
• Interior wiring or interior fixture work.
• Engineering, architectural, or design reports.
• Painting, staining, caulking beyond the immediate install path, or cosmetic refinishing.
• Third-party home automation, voice assistant, or smart-home platform integration beyond what is natively offered by the GOULY application.
• Specialty access equipment including lifts, scaffolding, swing stages, drone equipment, or equipment rentals not expressly itemized in the proposal.

If, during installation, Number One Lights identifies concealed damage, structural weakness, inadequate substrate, electrical deficiency, or any unsafe condition, work may be paused pending the Client's written authorization of a change order. Number One Lights reserves the right to refuse continuation where it determines, in its reasonable judgment, that the work cannot be performed safely or to its quality standards.

You agree to use the website only for lawful purposes and in accordance with this Agreement. You agree not to:

• Use the website in any manner that violates applicable federal, provincial, or local law.
• Submit false, misleading, fraudulent, or impersonating information through any form or scheduling tool.
• Attempt to interfere with, disrupt, or impair the operation of the website, its servers, or any network connected thereto.
• Use automated systems including bots, scrapers, crawlers, or harvesters except as permitted by our robots.txt file.
• Attempt to gain unauthorized access to any portion of the website or to any data not intended for public access.
• Use the website to harvest or collect personal information regarding other users or visitors.

Quotes provided through the website, virtual consultation tools, in-person assessments, or any other channel are estimates based upon information available at the time of quotation. Quotes are not binding offers until accepted in writing by both parties or until the Client remits a Deposit, whichever occurs first.

4.1 Quote Validity. All quotes are valid for seven (7) days from the date of issue. After such period, Number One Lights reserves the right to reprice the project based upon then-current material, labour, and access costs. A new quote shall be required.

4.2 Material Cost Adjustments. If, between the date of quote acceptance and the scheduled installation date, the cost of materials increases by reason of supplier price changes, import duties, currency exchange variation, or supply chain disruption, Number One Lights reserves the right to pass through such increases to the Client with reasonable written notice. The Client may accept the adjusted price or cancel in accordance with Section 10.

4.3 Scope Changes. Any Client-requested change to the agreed scope of work following Deposit shall be subject to a written change order. Work shall not proceed on scope changes until the change order is signed and any additional Deposit is received.

4.4 Currency & Taxes. Unless otherwise specified, all prices are quoted in Canadian Dollars (CAD) and are subject to applicable Goods and Services Tax (GST) and any other applicable taxes or levies. United States Dollar (USD) quotes may be issued for installations in U.S. jurisdictions and are subject to the equivalent applicable taxes.

Number One Lights will match or beat a competitor's written quote on a permanent outdoor LED lighting installation, subject to the following conditions:

5.1 Qualifying Competitor Quote. The competitor quote must be from a licensed and insured installer for an equivalent permanent outdoor LED system. To qualify, the competing system must include all of the following:

• Individually addressable RGBW LED pucks (not adhesive-mounted strip lighting or consumer-grade LED tape).
• Aluminum hat-track or equivalent rigid mounting channel, mechanically fastened to the fascia or substrate.
• A control box that is cULus or CSA listed and includes integrated surge protection.
• A multi-year manufacturer hardware warranty equivalent in term and scope to ours.
• Professional installation by a licensed installer, with workmanship warranty included.

Quotes omitting any of the foregoing do not qualify because the systems are not equivalent. Off-the-shelf consumer LED strip kits, DIY systems, uncertified controllers, and adhesive-mounted strips are expressly ineligible.

5.2 Submission Requirements. To be considered, the competitor quote must be (i) in writing on the competitor's letterhead or formal proposal, (ii) dated within the preceding thirty (30) days, (iii) issued for the same Property address, and (iv) itemized so that Number One Lights may verify equivalent specifications.

5.3 Match Terms. Where a competitor quote qualifies, Number One Lights shall match the competitor price exactly, or beat it by one hundred Canadian Dollars (CAD $100), at the Client's election.

5.4 Reduced Warranty for Price-Matched Installations. The Client expressly acknowledges and agrees that the standard limited warranty set forth in Section 13 shall not apply to price-matched installations. In lieu of the standard warranty, price-matched installations shall be covered by a reduced limited warranty of ninety (90) days on hardware components from the date of Substantial Completion and thirty (30) days on installation workmanship and labour from the date of Substantial Completion. All other terms, conditions, notice requirements, and exclusions in Section 13 shall apply to such reduced warranty. The Client shall be required to acknowledge this reduced warranty in writing as a condition precedent to any price-matched installation.

5.5 Exclusions. Price matching shall not apply to (a) online or marketplace listings, (b) verbal quotes or unsigned estimates, (c) quotes from installers who do not service the Property location, (d) expired promotional or seasonal limited-time pricing, (e) Black Friday, Boxing Day, or similar holiday-specific competitor pricing, or (f) bundled quotes combining non-equivalent goods or services.

5.6 Reservation of Rights. Number One Lights reserves the right, in its sole discretion, to decline any price match request where verification is not reasonably possible or where the competing quote does not, in our judgment, meet equivalent specifications.

Number One Lights may, as a courtesy, advise the Client of the possibility that a building, electrical, or other regulatory permit may be required for a given installation. Such advice does not constitute a determination of regulatory necessity.

The Client shall be solely responsible for:

• Confirming whether a permit is required by the applicable municipal, provincial, state, or federal authority.
• Application for, payment of all fees associated with, and procurement of any required permit.
• Coordination and scheduling of any required municipal, provincial, or state inspection.
• Compliance with any applicable bylaw, ordinance, restrictive covenant, or homeowners association rule governing the Property.

Number One Lights shall not initiate, apply for, or pull any permit unless expressly agreed in writing as a separate paid service. Failure by the Client to obtain a required permit is the sole responsibility of the Client. The Client shall indemnify and hold harmless Number One Lights from any fine, penalty, enforcement action, or compliance order arising from the absence of a required permit, except where Number One Lights expressly agreed in writing to obtain the permit.

The Client acknowledges that Number One Lights does not warrant pre-existing structural or electrical integrity of the Property. The Client assumes risk for, and shall not hold Number One Lights liable for, conditions including but not limited to: concealed wood rot, improper or undersized framing, code deficiencies in pre-existing wiring not installed by Number One Lights, prior unauthorized renovations, and concealed pest or moisture damage.

7.1 Pre-Installation Preparation. Prior to the scheduled installation date, the Client shall ensure that the Property is in a condition suitable for safe and efficient work, including:

• Clearing driveways, walkways, gates, side yards, patios, decks, balconies, and other access pathways required by the install crew.
• Ensuring that gates, garages, electrical service rooms, utility areas, and any agreed-upon access point are unlocked and available during installation hours.
• Securing pets, children, tenants, guests, vehicles, and personal property away from the active work area.
• Disclosing in writing any known hazards including buried utilities, irrigation lines, low-clearance areas, fragile surfaces, or areas of concern.
• Ensuring that the exterior electrical outlet, breaker panel, attic access, or other electrical access points identified in the proposal are available.
• Obtaining and confirming any required HOA, strata corporation, condominium board, landlord, tenant, or other third-party approvals prior to installation.

7.2 Special Access Equipment. Where Number One Lights determines, in its reasonable judgment, that specialty access equipment is required to complete the work safely (including lifts, scaffolding, swing stages, or equipment rental), Number One Lights shall notify the Client prior to incurring such costs. Such additional costs shall be the responsibility of the Client unless expressly agreed otherwise in writing.

7.3 Restricted Access. Where site access is restricted, obstructed, or unsafe and the Client cannot remedy the same upon reasonable request, Number One Lights may reschedule the installation and assess a trip charge.

All installation dates communicated by Number One Lights are estimates only and are subject to weather, supply chain availability, labour availability, prior installation conditions, and overall site readiness. Number One Lights shall not be liable for scheduling delays beyond its reasonable control. Number One Lights shall use commercially reasonable efforts to communicate scheduling changes in a timely manner.

9.1 Deposit. A Deposit is required to schedule installation. The Deposit shall become non-refundable twenty-four (24) hours after payment by reason of material allocation and crew scheduling commitments. See Sections 10 and 11 for the cancellation and refund policies that govern the Deposit thereafter.

9.2 Final Balance. The balance of the contract price shall become due and payable upon Substantial Completion. Minor punch-list items or cosmetic preferences shall not delay payment of the final balance.

9.3 Financing. Where available, third-party financing may be offered through approved consumer-credit partners. Number One Lights is not the lender, does not extend credit, and does not control credit approval decisions, financing rates, or financing terms. All financing arrangements are between the Client and the financing provider.

9.4 Late Payments. Late payments shall accrue interest at an annual rate of thirty-six and ninety-nine hundredths percent (36.99%) per annum, calculated daily on the outstanding balance and not compounded, or the maximum rate permitted by applicable law, whichever is lower. Interest shall accrue from the date upon which the payment first became due and shall continue until the outstanding balance has been paid in full, including all accrued interest. Number One Lights retains title to and ownership of all supplied materials until the contract price has been paid in full and reserves the right to pursue all available lien remedies under applicable provincial or state legislation.

10.1 Cancellation Window. Cancellation by the Client shall be permitted only within twenty-four (24) hours of payment of the Deposit. A cancellation request made within such twenty-four (24) hour window shall be valid only where (i) delivered to Number One Lights in writing (by email or other documented electronic means) and (ii) received by Number One Lights within the said twenty-four (24) hour period. Time is of the essence with respect to this Section 10.1.

10.2 Forfeiture of Deposit. Notwithstanding any cancellation made pursuant to Section 10.1, the Deposit shall be forfeited in its entirety. No portion of the Deposit shall be refunded, credited, or otherwise returned to the Client in connection with any cancellation by the Client, including a cancellation made within the twenty-four (24) hour window. The Client expressly acknowledges that the Deposit compensates Number One Lights for time, material allocation, crew reservation, scheduling commitments, and administrative work incurred immediately upon receipt of the Deposit.

10.3 No Cancellation After Signing. Once the Client has signed, electronically approved, or otherwise accepted this Agreement or the related proposal pursuant to Section 17, this Agreement may not be cancelled by the Client under any circumstance, save as required by applicable consumer-protection legislation that cannot be contracted out of. For greater certainty, electronic acceptance, e-signature, written approval by email or text message, authorization of financing, scheduling of installation, or any other method of acceptance set forth in Section 17 shall each constitute “signing” for purposes of this Section 10.3.

10.4 Cancellation by Number One Lights. Number One Lights reserves the right, in its sole discretion, to cancel this Agreement at any time prior to the commencement of installation. In such case, any Deposit paid by the Client shall be refunded in full and Number One Lights shall have no further obligation to the Client.

10.5 Statutory Rights. Nothing in this Section 10 is intended to exclude, restrict, or modify any non-excludable right of the Client under applicable consumer-protection legislation, including the Alberta Consumer Protection Act, the direct-sales-contract cooling-off provisions thereunder where applicable, or any equivalent provincial, state, or federal legislation. Where any provision of this Section 10 is found unenforceable by reason of such legislation, the provision shall be read down to the minimum extent necessary to comply, and the remainder of this Section 10 shall continue in full force and effect.

11.1 General Rule. Save as expressly provided in this Section 11 or required by applicable consumer-protection law that cannot be contracted out of, all payments made to Number One Lights are non-refundable.

11.2 Non-Refundable Circumstances. Without limitation, no refund, credit, or price adjustment shall be issued in respect of:

• Change of mind by the Client, whether before, during, or after installation.
• Subjective dissatisfaction with colour output, brightness, scene library, or aesthetic preference.
• Failure by the Client to review or understand the product or proposal prior to purchase.
• Sale, transfer, lease, or change of ownership of the Property.
• Relocation, renovation, demolition, or alteration of the Property.
• Discontinuation of use of the System for any reason whatsoever.
• Financial hardship or any change in the Client's personal or business circumstances.
• Disagreement regarding scheduling or installation timeline, save where required by Section 10.2.
• Compatibility concerns raised after installation has been completed.
• Any claim that is not expressly covered by the limited warranty set forth in Section 13.

11.3 Completed Work. Once Substantial Completion has occurred, no refund, credit, discount, or price adjustment shall be issued. The Client's sole and exclusive remedy in respect of any defect in materials or workmanship shall be the repair or replacement remedy expressly provided in Section 13.

11.4 Statutory Rights. Nothing in this Section 11 is intended to exclude or restrict any non-excludable right of the Client under applicable consumer-protection legislation, including the Alberta Consumer Protection Act or equivalent provincial or state legislation.

The Client agrees that the refund and dispute mechanisms set forth in this Agreement constitute the exclusive process for resolving any payment dispute. The Client shall not initiate a chargeback, payment reversal, or credit-card dispute as a substitute for the foregoing process.

Any chargeback initiated by the Client shall be contested in full and may result in (i) immediate suspension of warranty coverage pending resolution, (ii) collections action for the disputed amount plus all costs of collection, (iii) commencement of lien proceedings under applicable law, and (iv) civil action for recovery of the full contract value together with interest, costs, and reasonable legal fees.

Subject to the conditions and exclusions in this Section 13, Number One Lights provides the following limited warranty to the original purchaser at the original installation address. Price-matched installations are governed by the reduced warranty set forth in Section 5.4 and are not entitled to the standard warranty described below.

13.1 Remedy. Warranty coverage is strictly limited to the repair or replacement of defective components at the sole discretion of Number One Lights. Labour beyond six (6) months following Substantial Completion is billable at Number One Lights' then-current service rates.

13.2 Non-Transferable. This warranty is personal to the original purchaser at the original installation address and is not transferable. Sale, transfer, lease, corporate restructuring, change of ownership, or relocation of the System shall automatically void any unexercised warranty rights.

13.3 Notice Requirement. As a strict condition precedent to coverage, the Client shall provide Number One Lights with written notice of any alleged defect within thirty (30) days of the date upon which the defect first became reasonably apparent. Claims submitted more than six (6) months after the issue first became apparent shall be invalid notwithstanding any continuing or recurring nature of the issue. Notice shall describe the issue in reasonable detail and shall include photographic or video evidence where applicable. The Client shall provide reasonable inspection access within fourteen (14) days of notice. Failure to comply with this Section 13.3 shall constitute waiver of warranty coverage for the issue.

13.4 Exclusions. The limited warranty does not cover, and no remedy shall be provided in respect of:

• Wireless network, internet, router, ISP, or mesh-network performance issues affecting connectivity to the GOULY application or any third-party platform.
• Application configuration, account setup, reprogramming, or scene customization performed by the Client or any third party.
• Firmware updates issued by the manufacturer of any System component.
• Voltage irregularities, power surge, brown-out, blackout, lightning, or other electrical events not originating from the System itself.
• Damage caused by storm, hail, wind, snow, ice, flood, named storm, hurricane, tornado, or other act of God.
• Damage caused by animals, pests, vandalism, riot, or third-party physical interference.
• Modifications, additions, or alterations to the System performed by any party other than Number One Lights.
• Cosmetic fading, weathering, or appearance change consistent with normal outdoor exposure.
• Relocation, removal, or reinstallation of any System component.
• Damage arising from failure by the Client to perform reasonable maintenance.
• Issues arising from the Client's failure to comply with the notice requirements in Section 13.3.

Number One Lights shall exercise reasonable care during installation. The Client acknowledges and agrees that certain minor cosmetic disturbances may occur in the ordinary course of any exterior installation, including small fastener penetrations, sealant residue, and minor surface marks consistent with mechanical fastening to fascia, soffit, or wall surfaces.

Number One Lights shall not be responsible for, and no claim shall lie for, any of the following:

• Pre-existing cracks, chips, separations, or wear in any surface of the Property.
• Paint separation, peeling, or fading consistent with prior surface preparation.
• Fascia movement, settling, or warping arising from underlying structural causes.
• Siding expansion, contraction, or sealant variation arising from temperature or humidity changes.
• Colour mismatch between original and replacement components issued by the manufacturer.

Any claim relating to a cosmetic concern shall be made in writing to Number One Lights within seven (7) days of Substantial Completion. Failure to provide such written notice within the said seven-day period shall constitute acceptance by the Client of the installation condition.

Where the Client has failed to remit the contract price in full within thirty (30) days following the invoice due date, Number One Lights shall be entitled, in addition to all other remedies available at law or in equity, to enter upon the Property and remove all installed components of the System, including pucks, track, wiring, control box, and mounting hardware.

The Client shall not obstruct, interfere with, or otherwise prevent Number One Lights' reasonable access for purposes of removal pursuant to this Section 16. Any damage caused by reason of such removal where the Client has failed to remit payment shall be the sole responsibility of the Client. Number One Lights may pursue any of the foregoing remedies concurrently or in lieu of one another, including without limitation builder's liens, collection proceedings, and civil action for the full contract amount plus costs and interest.

17.1 Methods of Acceptance. The Client accepts this Agreement, and agrees to be bound thereby, by any one or more of the following actions: (i) signing a proposal or contract in original or electronic form; (ii) approving a quote electronically through any portal, link, or signing platform offered by Number One Lights; (iii) approving a quote by email or text message; (iv) authorizing financing through a third-party lender; (v) remitting or authorizing remittance of a Deposit or any other payment; (vi) scheduling installation following quote approval; or (vii) instructing Number One Lights to proceed with the work.

17.2 Deposit as Acceptance. The Client acknowledges and agrees that a Deposit is not merely a reservation payment. To the fullest extent permitted by applicable law, the sending, transmission, authorization, or remittance of a Deposit to Number One Lights shall constitute confirmation that the Client has read, understood, and agreed to this Agreement in its entirety, including the payment terms, cancellation policy, refund policy, warranty limitations, site-access requirements, and any other terms incorporated into the accepted proposal.

17.3 Opportunity to Review. The Client confirms that it has had the opportunity to ask questions, request clarification, and review the proposal and this Agreement prior to submission of any Deposit or other payment. The Client further confirms that it is authorized to approve work to be performed at the Property.

17.4 Electronic Records. The Client agrees that electronic approvals, email confirmations, text-message confirmations, payment records, financing records, and other electronic records may be used as evidence of acceptance of this Agreement and shall have, to the maximum extent permitted by applicable law, the same evidentiary effect as a handwritten signature.

18.1 Ownership; Authority. By accepting this Agreement, the Client represents and warrants that it is either (i) the registered owner of the Property, or (ii) has obtained full written authorization from the registered owner to commission the installation. Number One Lights shall not be required to verify ownership independently and may rely upon the Client's representation.

18.2 HOA, Strata & Condominium Approval. Where the Property is subject to the rules or governance of a homeowners association, strata corporation, condominium board, or similar body, the Client shall be solely responsible for obtaining all required approvals prior to installation. Number One Lights shall not be responsible for any fine, removal order, or non-compliance notice issued by any such body. No refund shall be issued on the basis of disapproval by any such body.

18.3 Landlord & Tenant. Where the Client is a tenant rather than the owner of the Property, the Client represents that it has obtained the written consent of the landlord to the installation. Number One Lights shall bear no liability for any dispute arising between landlord and tenant in respect of the installation.

19.1 Licence. The Client hereby grants Number One Lights a perpetual, irrevocable, royalty-free, worldwide, transferable licence to photograph, film, and record the installed System and the exterior of the Property for the purposes of marketing, advertising, portfolio display, social media publication, and promotional materials in any medium now known or hereafter devised.

19.2 No Compensation. The Client shall not be entitled to any compensation, royalty, or credit in respect of Number One Lights' use of any such photograph, video, or recording. Number One Lights shall not be required to identify the Property address or the Client's name in any published material.

19.3 Opt-Out. Where the Client does not consent to the licence in Section 19.1, the Client shall provide written notice of such non-consent to Number One Lights prior to installation. Verbal requests shall not be honoured unless subsequently confirmed in writing.

For commercial Properties, the following additional limitations shall apply notwithstanding any other provision of this Agreement:

• Continuous twenty-four (24) hour operation of the System is not guaranteed unless expressly specified in writing in the proposal.
• Revenue loss, lost business opportunity, business interruption, and loss of customer goodwill are expressly excluded from coverage under this Agreement and any limited warranty.
• Tenant complaints, tenant disputes, or any matter arising between the Client and a tenant of the Property shall not be the responsibility of Number One Lights.
• Compliance with signage bylaws, business licensing requirements, and any other applicable commercial regulation shall be the sole responsibility of the Client.

Hardware components of the System are sourced from third-party manufacturers including, without limitation, the manufacturer of the GOULY system. In the event of a manufacturer recall, product discontinuation, or widespread defect, the obligation of Number One Lights shall be limited to the replacement of affected components in accordance with the then-current manufacturer remedy policy. Number One Lights shall not be responsible for any consequential damage, loss of use, or aesthetic variation arising from the substitution of replacement components.

22.1 Independent Software. The lighting control application provided in connection with the System, including the GOULY application, is a third-party software product that is independently developed, maintained, and operated by its publisher. Number One Lights does not own, operate, or exercise control over such application.

22.2 Data Practices. Number One Lights makes no representation or warranty as to the data-collection practices, security posture, retention policy, or privacy compliance of any such third-party application. The Client's use of any such application is governed by the application's own terms of service and privacy policy, to which the Client must agree separately.

22.3 Availability. Number One Lights does not guarantee the continued availability, functionality, or compatibility of any third-party application. Changes to, modifications of, or discontinuation of any third-party application by its publisher are outside the control of Number One Lights and shall not constitute grounds for refund, cancellation, or any other claim against Number One Lights.

23.1 Service Communications. The Client authorizes Number One Lights to contact the Client by telephone, electronic mail, short message service (SMS), and similar electronic means for transactional and service-related purposes, including quote follow-up, scheduling, deposit and payment reminders, installation updates, service appointment coordination, warranty matters, and other communications directly related to the Client's account or project.

23.2 Marketing Communications. Number One Lights may send marketing, promotional, seasonal, referral, review-request, or re-engagement communications only where permitted by the Canada's Anti-Spam Legislation (CASL), the Personal Information Protection and Electronic Documents Act (PIPEDA), the U.S. CAN-SPAM Act, or other applicable law, or where the Client has expressly provided consent. The Client may withdraw consent to marketing communications at any time.

23.3 Unsubscribe. Where required by law, commercial electronic messages issued by Number One Lights shall identify the sender and shall provide a method to unsubscribe or otherwise request removal from marketing communications. Unsubscription from marketing communications shall not prevent Number One Lights from issuing transactional or service-related communications necessary to complete, manage, collect payment for, or support the Client's project.

To the maximum extent permitted by applicable law, the total aggregate liability of Number One Lights arising out of or in connection with this Agreement, the website, the System, or any related goods or services, whether in contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total amount actually paid by the Client to Number One Lights under the applicable proposal.

In no event shall Number One Lights be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages of any kind whatsoever, including without limitation lost profits, loss of business, business interruption, diminished property value, loss of data, loss of goodwill, or cost of substitute goods or services, even where Number One Lights has been advised of the possibility of such damages.

The Client agrees to indemnify, defend, and hold harmless Number One Lights, its directors, officers, employees, agents, subcontractors, and affiliated entities from and against any and all claims, demands, actions, causes of action, suits, losses, damages, liabilities, costs, and expenses (including reasonable legal fees on a solicitor-and-client basis) arising out of or relating to:

• The Client's breach of this Agreement.
• The Client's violation of any applicable law, regulation, bylaw, or third-party right.
• Pre-existing structural or electrical deficiencies of the Property.
• The absence of any required permit, HOA approval, strata approval, or landlord consent.
• Modifications, additions, or alterations made to the System following installation by any party other than Number One Lights.
• Disputes between the Client and any tenant, occupant, neighbour, governing body, or third party in connection with the System or the Property.
• The Client's use of the website in violation of Section 3.

Number One Lights shall not be liable for any failure or delay in the performance of its obligations under this Agreement where such failure or delay arises from causes beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, riot, embargo, government action, pandemic, epidemic, public health restriction, fire, flood, hurricane, storm, ice, extreme cold, supply-chain disruption, manufacturer recall, labour shortage, transportation disruption, utility outage, internet outage, or failure of third-party software or service. Where such an event occurs, the performance obligations of Number One Lights shall be extended by a period reasonably equivalent to the duration of the event.

The Client agrees to take reasonable steps to mitigate damages upon discovering any issue with the System or the installation. Continued operation of the System after the Client has discovered or ought reasonably to have discovered a problem may void any related claim for damages or warranty remedy to the extent that such continued operation has aggravated the issue.

The Client may not assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement, including any warranty rights, without the prior written consent of Number One Lights, which consent may be withheld in its sole discretion. Number One Lights may assign this Agreement, in whole or in part, to any affiliated entity, successor, or acquirer without the consent of the Client.

29.1 Good-Faith Discussion. The parties shall use commercially reasonable efforts to resolve any dispute arising out of or in connection with this Agreement through good-faith discussion. Any party initiating a dispute shall first provide the other with written notice describing the dispute in reasonable detail, and the parties shall have thirty (30) days from such notice to attempt resolution through direct discussion.

29.2 Binding Arbitration. Where a dispute cannot be resolved through good-faith discussion within the said thirty-day period, the dispute shall be finally resolved by binding arbitration administered in the Province of Alberta, Canada, before a single arbitrator appointed in accordance with the Arbitration Act (Alberta). Each party shall bear its own legal fees unless the arbitrator determines otherwise.

29.3 Class Action Waiver. The Client agrees that any arbitration or proceeding shall be conducted in the Client's individual capacity, and the Client expressly waives any right to participate as a representative or member of any class of claimants in any class, collective, or representative proceeding.

29.4 Equitable Relief. Notwithstanding the foregoing, Number One Lights may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or to enforce its rights under Section 16.

All content on the website, including without limitation text, photographs, graphics, logos, design elements, lighting patterns, source code, and software, is the property of Number One Lights or its licensors and is protected by Canadian, United States, and international intellectual property laws.

The Client shall not:

• Reproduce, distribute, publicly display, or create derivative works from any content without the prior written permission of Number One Lights.
• Use the trademarks or branding of Number One Lights in any manner that may cause confusion or imply endorsement.
• Reverse-engineer, decompile, or attempt to extract the source code of any portion of the website or System software.

GOULY, Gen 3 Lighting, and Number One Lights are trademarks. Third-party trademarks referenced on the website (including sports-team names, team colours, holiday names, and brand names) are the property of their respective owners and are referenced solely for descriptive purposes. Number One Lights is not affiliated with, sponsored by, or endorsed by any such third party.

When the Client submits information through any form, scheduling tool, or contact mechanism on the website, the Client represents that the information is true, accurate, and complete. The Client grants Number One Lights permission to use the information for the purposes of responding to the Client's inquiry, providing the requested services, and improving its offerings.

Personal information is handled in accordance with the Number One Lights Privacy Policy, which forms a part of this Agreement by reference.

The website may contain links to third-party services including, without limitation:

• Cal.com (virtual consultation scheduling).
• Apple App Store and Google Play Store (GOULY application downloads).
• Facebook, Instagram, and other social media platforms.
• Google Reviews and Google Business Profile.
• Humm or other consumer-credit financing providers.

Number One Lights is not responsible for the content, privacy practices, terms of service, or availability of any third-party service. The Client's use of any such service shall be governed by the terms of that service.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada, and the federal laws of Canada applicable therein, without regard to its conflict-of-laws principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Alberta for any matter not resolved through arbitration pursuant to Section 29. For installations performed in Louisiana or elsewhere in the United States, the parties may agree in writing to apply the laws of the relevant state in addition to or in place of the foregoing.

Number One Lights reserves the right to modify this Agreement at any time. Modifications shall be effective upon posting to the website. The “Last updated” date at the top of this Agreement shall indicate when the Agreement was most recently revised. Continued use of the website following such posting shall constitute acceptance of the modified Agreement. Modifications shall not retroactively affect proposals already accepted by both parties or installations already commenced; the version of this Agreement in force at the time of acceptance of a proposal shall govern the related installation.

36.1 Entire Agreement. This Agreement, together with the accepted proposal and any executed change order, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior or contemporaneous communications, representations, understandings, and agreements, whether oral or written. No verbal statement, marketing material, or representation by any employee or agent of Number One Lights shall modify this Agreement. Amendments shall be in writing and shall be effective only when signed or electronically approved by both parties.

36.2 Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be deemed severed and the remaining provisions shall continue in full force and effect as if the severed provision had never been included. Where possible, the offending provision shall be deemed modified to the minimum extent necessary to render it enforceable.

36.3 No Waiver. The failure or delay of Number One Lights in enforcing any provision of this Agreement shall not constitute a waiver of that provision or of the right to enforce it in the future. No waiver shall be effective unless made in writing and signed by an authorized representative of Number One Lights.

For questions about this Agreement, or to submit a notice required hereunder:

This Agreement is intended to comply with Alberta and Canadian consumer-protection legislation and, where applicable, U.S. state consumer-protection law. Where a provision is unenforceable under such law, the provision shall be read down to the extent necessary to comply, and the remaining Agreement shall continue in full force and effect.