LEGRAND PREFERRED CONTRACTOR NETWORK TERMS & CONDITIONS
July 2024
Terms & Conditions
The Legrand Preferred Contractor Network (the “Program”) is open to qualified and licensed contractors subject to compliance, in Legrand’s sole and exclusive discretion, with these terms and conditions (“Terms”), which constitute an enforceable agreement between Legrand and you, and any additional program details or requirements. Your participation in the Program constitutes your acknowledgment and acceptance of these Terms and your agreement to be bound by them. If you do not agree to the Terms, you may not participate in the Program.
To become a certified participant in the Program (“Participant”), contractors are required to participate in and successfully complete training as specified by Legrand, including the Program Training Course. To maintain certification and participation in the Program, contractors: (i) shall continually employ at least one licensed individual (as required by applicable state and local laws and regulations) who has successfully completed all required training, including the Program Training Course; (ii) shall remain in good standing with Legrand, applicable electrical distributors and wholesalers, and end users and customers; (iii) must install at least one designated Legrand product (including adorne or radiant “with Netatmo” systems) per year; (iv) shall provide professional and competent services and a positive customer experience for all Legrand product installations; and (v) shall register all designated Legrand products (including adorne or radiant “with Netatmo” systems) installed under the Program.
Any certification granted by Legrand shall be valid for the current calendar year (beginning January 1 and ending December 31). Automatic renewal of certification may be available for eligible contractors. Retraining may be necessary to become certified for subsequent twelve (12) month periods. Designated Legrand products (including adorne or radiant “with Netatmo” systems) (the “Products”) must be purchased through valid Electrical Distributors designated by Legrand. Marketing materials for the Program are for use by active Participants only.
Legrand reserves the right to discontinue the Program or to revoke any Participant’s certification and participation in the Program, at any time and for any reason. Legrand may, in its sole and exclusive discretion, make certain benefits available to Participants in the Program who remain in good standing. Any such benefits are subject to change without notice. These Terms are subject to change, and may be modified at any time by Legrand, with or without notice. It is Participant’s responsibility to review these Terms from time to time to ensure Participant is aware of any changes.
Participant also agrees that:
1. Legrand manufactures and/or supplies certain products (the “Products”).
2. Legrand is the owner of all right, title and interest in and to trademarks, both registered and unregistered, that are currently in use, or may be adopted in the
future, in connection with the Products, including, but not limited to, the marks listed at www.legrand.us/AboutUs/Press-Room/Trademarks.aspx (collectively referred to as the “Legrand Marks”), that Legrand and/or any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, Legrand (an “Affiliate”) own all copyrights in and to certain advertising, marketing and/or promotional materials regarding the Products and Legrand Marks (the “Legrand Materials”), and licenses certain images and content from third parties for use in the Legrand Materials, and that the Legrand Marks and Legrand Materials are valuable assets of Legrand and represent the goodwill of Legrand.
3. Participant will use the Legrand Materials and Legrand Marks in accordance with these Terms, and that it is important to do so to maintain such value and goodwill in the Legrand Materials and Marks.
4. Provided that it complies with these Terms, Participant shall obtain a non-exclusive, non-sublicensable, non-transferable, and royalty-free license to use, during the Term, the Legrand Materials for promotional purposes in connection with Participant’s participation in the Program.
5. Legrand reserves all rights not expressly granted to Participants under this Agreement,
6. All Legrand Marks and Legrand Materials shall remain the sole and exclusive property of Legrand, all use of the Legrand Materials and Legrand Marks, including Participants’ use of the Decals hereunder, has and shall inure to the sole benefit of Legrand, and no title or interest in the Legrand Marks or the Legrand Materials is granted to Participants by this Agreement or is or has been acquired by Participants through use or otherwise.
7. Legrand has provided Participant with certain Legrand Materials, including, digital logos of Legrand Marks and marketing collateral, including decals bearing Legrand Marks (the “Decals”) to be used by the Participant on the outside of Participant’s vehicles, and Participant intends to install and use the Legrand Materials.
8. Participants’ use of the Legrand Marks and Legrand Materials, including the Decals, shall comply with Legrand’s Guidelines Regarding Copyright and Trademark Information (the “Guidelines”), currently set forth at www.legrand.us/Copyright.aspx, which Guidelines are subject to change without notice, and that it is Participants’ responsibility to review the Guidelines from time to time to ensure Participants are aware of any modifications.
9. Participants are solely responsible for the installation and removal of the Decals, Legrand shall have no liability for the installation or removal of the Decals, and the
Decals shall be installed in accordance with the installation guide supplied by Legrand.
10. Participants shall use the Legrand Materials, including the Decals, only as instructed by Legrand, and Participants shall not modify the Legrand Materials, including the Decals, in any way.
11. Except for Decals, in every use of the Legrand Materials, including each individual web page view, the first appearance of any Legrand Mark shall be preceded by the appropriate House Brand and followed by either ™ or ®, as appropriate.
12. Except for Decals, in every use of the Legrand Materials, including each individual web page view, all Legrand Marks shall be specifically attributed in a footnote to either Legrand or the appropriate Affiliate of Legrand.
13. Each Legrand Mark shall be used only in connection with the respective Legrand Product(s) with which Legrand uses or associates the respective Legrand Mark.
14. Participants shall use all Legrand Materials and Legrand Marks only as they have been used by Legrand, including with regard to capitalization, italics, stylization, etc., and shall not alter, misspell, or incorrectly capitalize any Legrand Marks or Legrand Materials.
15. Participants shall not use any stylization, logo, or design in connection with any Legrand Mark or Product, be it a stylization, logo, or design except in the same manner as Legrand, or otherwise create any colorable imitation or alteration of any such stylization, logo, or design, or any other stylization, logo, or design.
16. Participants shall not use any third party name or trademark, including Participants’ own name, in connection with any Legrand Mark, Legrand Materials or Product in a manner that would suggest an affiliation between Legrand, any Legrand Mark, or any Legrand Product, and any such third party or Participant, or in a manner which otherwise would be likely to cause confusion or mistake as to the source of any Legrand Mark or Product.
17. Participant shall accurately represent the nature of the relationship between Legrand and Participant and shall not make any statement or otherwise allow representations, including on Participant’s web site, to imply that such relationship is other than that of an independent, unaffiliated reseller. Participant also shall not indicate that it is sponsored by or affiliated with Legrand or any Affiliate of Legrand, or that it is the owner, licensee, manufacturer, source or otherwise has any ownership or proprietary interest in any Legrand Mark, Legrand Materials or Product
18. Participant shall clearly, fully and accurately state its own identity when soliciting or gathering personal or contact information from purchasers and prospective purchasers of any Legrand Product, and shall clearly, fully and accurately disclose to all purchasers and prospective purchasers that they are an independent reseller,
unaffiliated with Legrand, and that any such personal or contact information is (i) not provided to Legrand, and (ii) subject to Licensee’s privacy policy.
19. Participant shall not disparage Legrand or use the Legrand Marks, Legrand Materials or Product names in any manner that dilutes the Legrand Marks or tarnishes or brings into disrepute the reputation of or goodwill associated with the Legrand Marks or Legrand.
20. Participant shall not engage in any activity (criminal or otherwise) that may have an adverse impact on Legrand, the Legrand Marks, the Legrand Materials or the Products.
21. The Legrand Materials are provided “as is” and without representation or warranty of any kind, and Legrand offers no indemnification or other security to Participant for the unauthorized use or re-use of the Legrand Materials.
22. Participant shall send all proposed uses of the Legrand Materials to Legrand for its prior written approval, which approval shall not be unreasonably withheld, it being understood and agreed by Participant that insistence on compliance with the terms and conditions hereof shall not be unreasonable on Legrand’s part.
23. If Legrand disapproves any proposed use by Participant of the Legrand Materials, Legrand shall give Participant written or oral notice of the disapproval (the “Disapproval Notice”), and Participant agrees that it shall correct all non-compliance and shall implement such other procedures as Legrand or its Affiliate may request within ten (10) days after receiving the Disapproval Notice.
24. Participant shall at all times be in compliance with all laws, rules and regulations applicable to its business, including the maintenance of privacy and other policies related to its web sites and its performance of obligations hereunder.
25. Participant will not at any time disclose to any third party any information deemed proprietary and confidential by Legrand without prior written consent from Legrand.
26. Participant shall indemnify, defend, and hold harmless Legrand, its Affiliates, subsidiaries, parent entities, and partners, and each of their assigns, agents, representatives, officers, directors, shareholders, and employees from and against any and all expenses, damages, claims, suits, actions, judgments, costs and expenses whatsoever (including reasonable outside attorney’s fees), arising out of, or in any way connected to (i) any negligence, recklessness, and/or willful misconduct on the part of Participant in connection with this Agreement; (ii) any material breach of this Agreement by Participant; (iii) Participant’s breach of the Guidelines; (iv) Participant’s breach of the Terms and Conditions; (v) Participant’s
use and/or misuse of the Legrand Marks and/or the Legrand Materials; and (vi) a claim of infringement by a third party.
27. Participant is not an employee, agent, representative, distributor, franchisee, partner, or joint venturer of Legrand or any Affiliate of Legrand.
28. Participant is now, and will continue to be during its participation in the Program, an independent merchant or enterprise vis-à-vis Legrand or any Affiliate of Legrand, and Legrand shall not be responsible in any way for any obligation or liability incurred or assumed by Participant or any of its employees as a result of Participant conduct of its business or any activities undertaken hereunder.
29. Legrand is not obligated, directly or indirectly, to sell any or otherwise provide any Products to Participant, now or in the future, and Participant is not obligated, directly or indirectly, to acquire or resell any Legrand Products.
30. Legrand may terminate the Program or Participant’s participation in the Program immediately at any time and for any reason and that, upon the expiration or termination of the Program or Participant’s participation in the Program, all rights and licenses granted by Legrand to Participant shall automatically terminate and be revoked, and Participant shall cease using the Legrand Marks and Legrand Materials and either return them to Legrand or destroy them and provide written confirmation to Legrand that the Legrand Materials were returned or destroyed.
31. Participant may not assign this Agreement or any rights that may be conferred hereunder without the prior written consent of Legrand, but that Legrand may freely assign this Agreement and any and all rights hereunder without the consent of Participant.
32. This Agreement shall be binding upon and inure to the benefit of the parties permitted successors and assigns.
33. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard for any conflicts of laws provisions thereof, all disputes between Participant and Legrand shall be resolved exclusively in the state or federal courts located within the State of Connecticut, and the parties hereby submit to the exclusive jurisdiction and venue of such courts.
34. If any provision of these Terms shall be void, unlawful or unenforceable, such provision shall be deemed excluded from these Terms, but These Terms shall not otherwise be affected thereby and the remaining provisions hereof shall continue in full force and effect.
35. These Terms constitute the entire understanding between Participant and Legrand concerning the Program.