Terms of use

Welcome to Kanopibyarmstrong.com. Armstrong World Industries, Inc. and/or its subsidiaries and affiliates (collectively, “we”, “our”, “us” or “Kanopi”): (1) provides website access, website features and certain advisory and consultative services (collectively, the “Kanopi Services”) to you when you visit or shop at Kanopibyarmstrong.com and/or any applications, platforms, services or other resources related to or available through Kanopibyarmstrong.com (collectively, the “Site”); (2) through the Kanopi Services, provides you the ability to purchase our products (“Kanopi Products”) and procure installation services (“Installation Services”, and together with the Kanopi Services and Kanopi Products, “Kanopi Transactions”) which may be fulfilled by us, our representatives, independent distributors, or subcontractors, and/or third party installers; and (3) through the Kanopi Services, provides you the ability to purchase directly from third-party sellers unaffiliated with Kanopi (“Third-Party Sellers”) products offered for sale on the Site by such Third Party Sellers (“Third-Party Products). Sales of Third-Party Products between you and Third-Party Sellers are referred to herein as “Third-Party Transactions”; Kanopi Products and Third-Party Products are referred to collectively as “Products” and Kanopi Transactions and Third-Party Transactions are referred to collectively as “Transactions.”

We provide the Transactions subject to the terms and conditions outlined in (1) Part I (“Terms of Use”), (2) Part II (“Terms and Conditions for Sale of Products”), and (3) Part III (“Terms and Conditions for Installation Services (if Ordered by You)”).

PART 1: TERMS OF USE

Last Updated: April 14, 2023

By using the Site, accessing Kanopi Services, or placing an order for Products or Installation Services, you unconditionally agree to be bound to these Terms of Use. These Terms of Use govern all Transactions. Please read these carefully.

A. TERM
These Terms of Use are effective upon your visit to the Site and shall survive the completion of any and all Transactions with you. We may discontinue, suspend or modify this Site at any time without notice, and we may block, terminate or suspend your account and/or access to the Site, any portion of the Site and/or the Transactions at any time for any reason or no reason in our sole discretion. In any of the foregoing circumstances, you must promptly destroy all materials and other content downloaded or otherwise obtained from the Site, as well as all copies of such content.

B. USE OF KANOPI SITE

1. Your Account and Access
Subject to your compliance with these Terms of Use, we and/or our content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Kanopi Services. This license does not include any resale or commercial use of any Kanopi Service or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any Kanopi Service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms of Use are reserved and retained by us or our licensors, suppliers, publishers, rightsholders, Third-Party Sellers, or other content providers. No Kanopi Service, nor any part of any Kanopi Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Kanopi without our express written consent. You may not use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent. You may not misuse the Kanopi Services. You may use the Kanopi Services only as permitted by law. The licenses granted by us terminate if you do not comply with these Terms of Use.

2. Intellectual Property and Use
All content contained in the Site, including, but not limited to, text, button icons, software, music, sound, photographs, video, logos, trademarks (whether or not registered), service marks, and graphics, is protected by copyright, trademark, patent or other proprietary rights and laws (“IP Law”) and is owned or licensed by us or our software and content suppliers, Third-Party Sellers, or licensors. We and our affiliates, subsidiaries, suppliers, Third-Party Sellers, and licensors expressly reserve all intellectual property rights in all Kanopi Services and/or Third-Party Products, including, without limitation, all text, products, technology, content and all other material that appears on the Site. Accessing the Site does not confer and shall not be construed as conferring on you or anyone else any license to our or any third party’s intellectual property rights. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, “link” on or from any other web site, or modify logos, trademarks or service marks in any way.

3. Links
The Site may contain links to third party websites. Access to any other Internet website linked to the Site is at your own risk and we are not responsible for the accuracy, reliability or quality of any content of third-party websites. We provide these website links as a convenience and do not endorse the companies or contents of any linked websites. Third-party websites are governed by separate privacy, security, and data-usage policies we do not control.

4. Privacy
We collect information about the users of this web site. Collection of this information is governed by our Privacy Policy.

5. Registration Obligations and Representations
To access certain portions of the Site you must register with us by establishing a personal profile. You agree to provide truthful and accurate information during the registration process. You also agree to maintain the accuracy of any submitted data. If you provide any information that is untrue, inaccurate or incomplete, we reserve the right to terminate your personal profile account and suspend your use of any and all services offered through the Site.

You agree that you are responsible for maintaining the confidentiality of your user ID and password and you are fully responsible for all activities that occur under their use. You agree to immediately notify us of any unauthorized use of your user ID and/or password and to fill out this form to disable the user ID / password if you suspect the integrity of your password has been compromised. Providing you have a valid User ID, you may at any time request a password change by filling out this form.

You represent that you are 18 years of age or over. You may not make a purchase of any Product or Installation Services unless you are at least 18 years of age. We reserve the right to refuse service, terminate accounts, terminate your rights to use Kanopi Services or enter into or complete Kanopi Transactions, remove or edit content, or cancel orders without notice at any time, for any reason or for no reason in our sole discretion. You are personally liable for any orders placed or charges incurred through your account prior to termination.

6. User Generated Content
You accept and agree that you are entirely responsible for all content (which includes all text, data, documents, photographs or other information) that you upload, post or otherwise transmit via the Site (collectively, “User Generated Content”). You agree that all User Generated Content is your original work and that you shall not upload, post or otherwise transmit content that: (1) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable; (2) includes unauthorized disclosure of personal information; (3) violates or infringes anyone’s intellectual property rights; or (4) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

By agreeing to the Terms of Use, you hereby grant us and our respective designees, a non-exclusive, sublicensable, unlimited, irrevocable, perpetual, worldwide, fully-paid, royalty free license and right to use, modify, publicly perform, publicly display, reproduce, modify, and distribute and make derivative works of the User Generated Content in any and all media now known or hereinafter developed without limitation to time or territory and without the requirement to make payment to you or to any third party or the need to obtain any permission from you or any third party. This license includes, without limitation, the right to host, index, cache, distribute, and tag any User Generated Content, as well as the right to sublicense User Generated Content to third parties, including other users, for use on other media or platforms known or hereinafter developed, such as for use on mobile phones, in video or music software computer programs or print reproduction.

By agreeing to these Terms of Use, you agree that your grant of rights is gratuitous and made without restriction, and will not place us under any obligation, that we are free to use or otherwise disclose the ideas contained in the User Generated Content on a non-confidential basis to anyone or otherwise use the ideas without any additional compensation or credit to you.

C. DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE TRANSACTIONS AND ALL INFORMATION, CONTENT, MATERIALS, SOFTWARE, PRODUCTS, AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE TRANSACTIONS (INCLUDING ANY PRODUCTS PURCHASED OR SERVICES PROCURED THEREUNDER) OR THE INFORMATION, CONTENT, MATERIALS, SOFTWARE OR OTHER PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU. WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THE SITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND WE SHALL HAVE NO LIABILITY THEREFOR.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ALL TRANSACTIONS. WE DO NOT WARRANT THAT THE INFORMATION, CONTENT, MATERIALS, SOFTWARE OR OTHER PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE TRANSACTIONS OR ELECTRONIC COMMUNICATIONS SENT FROM US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WITH RESPECT TO THE KANOPI PRODUCTS, KANOPI PROVIDES THE LIMITED PRODUCT WARRANTY FOUND AT https://www.armstrongceilings.com/commercial/en-us/technical-downloads/does-my-armstrong-ceiling-have-a-warranty.html. WITH RESPECT TO THE THIRD-PARTY PRODUCTS, KANOPI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATED THERETO. ANY WARRANTY WITH RESPECT TO THIRD-PARTY PRODUCTS IS PROVIDED ONLY BY THE THIRD-PARTY SELLER AND CAN BE FOUND AT THE THIRD-PARTY SELLER’S PAGE ON THE SITE.

D. INDEMNIFICATION
You agree to defend, indemnify, and hold the Kanopi Indemnitees harmless from and against any and all liabilities, claims, losses, damages, costs, and expenses, including attorneys’ fees and costs (collectively, “Losses”), arising from or related to a breach of your obligations to Kanopi, your use of the Site, or your gross negligence or willful misconduct. We reserve the right, at your expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter. As used in this document, the “Kanopi Indemnitees” shall mean Armstrong World Industries, Inc., its subsidiaries and affiliates, and each of their respective directors, officers, employees and agents.

E. LIMITATION OF LIABILITY
IN NO EVENT SHALL KANOPI OR ANY OF THE KANOPI INDEMNITEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY TRANSACTION, REGARDLESS OF (1) WHETHER SUCH DAMAGES WERE FORESEEABLE, (2) WHETHER OR NOT KANOPI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (3) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

F. DISPUTES
Any dispute or claim relating in any way to any Transaction, or to any other products or services sold or distributed by us or through the Site or otherwise, will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this agreement because it affects interstate commerce.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms of Use as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 2595 Interstate Drive, Suite 103, Harrisburg, PA 17110. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling in the aggregate less than $500 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

The arbitrator shall have the authority to decide questions of arbitrability, the existence, validity, scope or termination of this Agreement, and any term within the Agreement. The arbitrator may construe or interpret but shall not vary or ignore the terms of this Agreement and shall be bound by controlling law. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The parties agree that any arbitration ruling by an arbitrator allowing class action arbitration or requiring consolidation of arbitration involving any third party or parties would be contrary to their intent and would require immediate judicial review of such ruling.

If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

G. TAXES
You are responsible for the payment of any and all Federal, state and local sales, use, and excise taxes and all other taxes and charges assessed in connection with purchase of any Products or Installation Services you acquire through the Transactions or the Site. All prices are subject to change without notice and you agree that taxes may be adjusted from the amount shown on the billing screen.

H. EXCUSED PERFORMANCE
In addition to any excuse provided by applicable law, we will not be liable for delay, non-delivery or failure to perform any of our obligations herein arising from any event beyond our control, whether or not foreseeable by either party, including but not limited to, delays of suppliers, labor disturbance or strike, war, terrorism, epidemic, pandemic, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, our inability to obtain materials, shortages of materials, and other causes or events beyond our control, whether or not similar to those enumerated above.

I. APPLICABLE LAW
By conducting any Transaction, you agree that the laws of the Commonwealth of Pennsylvania, without regard to principles of conflict of laws, will govern these Terms of Use.

We may update these Terms of Use from time to time by notifying you of such changes by any reasonable means, including by posting a revised Terms of Use on the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which the revised Terms of Use incorporating such changes is posted or you are otherwise notified of such changes. By continuing to use or access the Site after we post any changes, you accept the updated Terms of Use. The “Last Updated” legend above indicates when these Terms of Use were last changed.

J. OUR CONTACT INFORMATION
If you have any questions or comments, please fill out this form, or mail us at the following address: 2500 Columbia Avenue, Lancaster, PA 17603. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.

K. MISCELLANEOUS
These Terms of Use (expressly including any separate quote, invoice, or scope of work document generated by us and signed by you) represent the complete agreement and understanding between you and Kanopi with respect to its subject matter and supersede all prior agreements and understandings between the parties with respect to such subject matter. These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Kanopi. Headings used are for reference purposes only and in no way define or limit the scope of the section. If any provision of these Terms of Use is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the other terms of these Terms of Use will remain in full force and effect. Our failure to act with respect to a breach of these Terms of Use by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Use without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms of Use without restriction. Any use of the term “including” or variations thereof in these Terms of Use shall be construed as if followed by the phrase “without limitation.” Notices to you (including notices of changes to these Terms of Use) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. To the extent of any inconsistencies between these Terms of Use and the terms and conditions of any other agreement between you and Kanopi, these Terms of Use shall prevail with respect to the subject matter hereof.

L. RESERVATION OF RIGHTS
Any rights not expressly granted herein are reserved.

M. INCORPORATION BY REFERENCE
If you purchase a Product, the relevant portions of the terms and conditions of Part II are incorporated by this reference into these Terms of Use.

If you purchase Installation Services with respect to any Kanopi Products, the terms and conditions of Part III, as applicable, are incorporated by this reference into these Terms of Use. Installation Services for Third-Party Products are not available from Kanopi or through the Site.

 

PART II: TERMS AND CONDITIONS FOR SALE OF PRODUCTS

The relevant portions of Part II (Terms and Conditions For Sale of Products), together with Part I (Terms of Use), govern your purchase of any and all Products through the Site. Please read through this entire Part II carefully.

PRODUCT ORDERS
Your order shall consist of the type and number of Products included in your shopping cart and as shown on the billing screen available through the Site or on any Product quote generated through the Site at your request and sent to you (the “Product Order”).

USE OF PRODUCT
You represent and warrant that all Products purchased by you will be installed and used at the address provided to us on your Product Order, and no Products are being purchased for resale or distribution.

ACCEPTANCE OF PRODUCT ORDERS AND PRICING
No Product Order placed with or through us shall be considered as accepted until officially acknowledged by us in an invoice or email receipt to you at the email address you provide on your Product Order. You are solely responsible for determining that the Products purchased by you meet your needs and you are not entitled to, and may not in fact, rely upon any statement or representation by us with respect to whether the Products meet your requirements.

All prices are shown in U.S. dollars. Unless otherwise specified by us, all prices are for the specific quantity stated and are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, charges for transportation, insurance, special packaging or marking and charges of any kind imposed by any governmental authority on any amounts payable by you.

We cannot confirm the price of an item until you place your Product Order and we have accepted it. All prices are subject to change without notice and you agree that taxes may be adjusted from the amount shown on the billing screen. Prices offered on the Site may vary from other advertised prices due to varying conditions in different geographic markets. The credit card or other form of payment offered on the Site used to place your Product Order will be charged at the time of order placement.

Despite our best efforts, a small number of the items in our catalog or product listings may be mispriced. If the correct price of an item sold is higher than our stated price, we will, at our discretion, either (a) contact you for instructions before shipping or (b) cancel your order, notify you of such cancellation, and refund the amount charged to your credit card or other form of payment offered on the Site.

PAYMENT
Payment will be made by credit card or other form of payment offered on the Site in accordance with the policies and procedures on the Site and our billing/payment agent, or as otherwise stated in any Product quote generated by us and signed by you. You agree to pay the entire amount of each Product Order without offset or deduction upon the placement of a Product Order with us, or in accordance with the terms on any Product quote generated by us and signed by you. All information that you provide in connection with your payment of a Product Order must be accurate, complete, and current. You agree to pay all charges listed on any Product quote generated by us and signed by you, or incurred by users of your credit card or other form of payment offered on the Site used in connection with a Product Order.

ELECTRONIC TRANSACTIONS
You agree that all Transactions with or through the Site shall be conducted electronically, unless otherwise agreed to in writing by us, and that any oral conversations may be recorded. Any Transactions that are not conducted electronically shall be governed by the Terms of Use and these Terms and Conditions For Sale of Products.

RISK OF LOSS, DELIVERY AND FULFILLMENT
Kanopi Products
All Product Orders for Kanopi Products may be, at our sole discretion: (i) fulfilled by us or (ii) assigned by us to our independent distributors or authorized representatives for fulfillment. All sales are F.O.B. shipping point, and Kanopi Products may be delivered pursuant to a shipment contract with a third-party carrier. The risk of loss and title for purchased Kanopi Products pass to you upon our (or our affiliate, distributor or authorized representative’s) delivery to the carrier from our (or such affiliate, distributor or authorized representative’s facility) (EXW facility). We will make our best effort to ensure the accuracy of freight estimates for cost and delivery time from the carriers, but do not guarantee the same. Any claims against us or our distributors or authorized representatives for any Kanopi Products must be made within ten (10) days after arrival of shipment.

Third-Party Products
All Product Orders for Third-Party Products will be fulfilled and shipped in accordance with the Third-Party Seller’s fulfillment and shipping policies available at the Third-Party Seller’s page on the Site. 

PRODUCT DESCRIPTIONS AND AVAILABILITY
Kanopi Products
We attempt to be as accurate as possible in our Kanopi Product descriptions. However, we do not warrant that Kanopi Product descriptions or other content of any Kanopi Transaction, on the Site or otherwise, is accurate, complete, reliable, current, or error-free. If a Kanopi Product offered is not as described, your sole remedy is to return it in unused condition.

All content, specifications, Kanopi Products and prices of Kanopi Products described or depicted on the Site are subject to change at any time without notice. Certain specifications and similar descriptions are approximate and are provided for convenience purposes only. The inclusion of any Kanopi Services or Kanopi Products on the Site at a particular time does not imply or warrant that these Kanopi Services or Kanopi Products will be available at any time. We cannot guarantee the availability of any particular Kanopi Product displayed on the Site. We reserve the right to discontinue the sale of any Kanopi Product listed on the Site at any time without notice.

Third-Party Products
We request that all Third-Party Sellers be as accurate as possible in all Third-Party Product descriptions. However, we do not warrant that Third-Party Product descriptions or other content of any Third-Party Transaction on the Site or otherwise, is accurate, complete, reliable, current, or error-free. If a Third-Party Product offered is not as described, please contact the Third-Party Seller or consult the Third-Party Seller’s return policy available at the Third-Party Seller’s page on the Site.

All content, specifications, Third-Party Products and prices of Third-Party Products described or depicted on the Site are subject to change at any time without notice. Certain specifications and similar descriptions are approximate and are provided for convenience purposes only. The inclusion of any Third-Party Products on the Site at a particular time does not imply or warrant that these Third-Party Products will be available at any time. We cannot guarantee the availability of any particular Third-Party Product displayed on the Site. We reserve the right to discontinue the sale of any Third-Party Product listed on the Site, or the right of any Third-Party Seller to offer Third-Party Products for sale on the Site at any time without notice.

RETURNS, REFUNDS AND TITLE
Kanopi Products
We (or our applicable affiliate, distributor or authorized representative) do not take title to returned Products until such Product arrives at its applicable fulfillment center. At our discretion, a refund may be issued without requiring a return. In this situation, we (or our applicable affiliate, distributor or authorized representative) do not take title to the refunded Product. For more information about our returns and refunds, please visit this page.

Third-Party Products
The terms and conditions on which returns of any Third-Party Product may be available are between you and the Third-Party Seller. Please consult the Third-Party Seller’s return policy available at the Third-Party Seller’s page on the Site for further information. Kanopi does not accept returns of any Third-Party Products.

THIRD-PARTY PRODUCTS
All Third-Party Products offered on the Site are sold by the relevant Third-Party Seller offering such product according to the terms described herein and the terms and conditions of sale offered by the Third-Party Seller. Kanopi does not sell, fulfill Product Orders of, ship, service, or accept returns of any Third-Party Products. By placing an order for a Third-Party Product on the Site, you authorize and direct Kanopi to commit your Product Order payment (less any fees or other amounts Armstrong is entitled to collect), and to transmit information regarding such Product Order, including, but not limited to, your name, address, Product Order details, and any other information Armstrong deems relevant, to the Third-Party Seller. For further information regarding how the Third-Party Seller may use your information, please consult the Third-Party Seller’s privacy policy available at the Third-Party Seller’s Page on the Site. Kanopi will process your payment for Third-Party Products sold by Third-Party Sellers on the Site, and will handle any payment-related disputes, refunds, credits, or adjustments in consultation with the Third-Party Seller and according to the Third-Party Seller’s terms and conditions to which you agreed when you purchased the Third-Party Product. Please consult the Third-Party Seller’s page on the Site for further information.

You acknowledge and agree that Third-Party Products are being sold to you directly by the relevant Third-Party Seller, and that this Third-Party Seller is responsible to fulfill and ship the Third-Party Products. A webpage containing information regarding each Third-Party Seller is available for your review, and contains information regarding the Third-Party Seller, its contact details, terms and conditions of sale, and policies, including its warranty (if any), return policy, and privacy policy. Third-Party Products may not be returned to Kanopi, nor does Kanopi provide any representations, warranties or guarantees regarding any Third-Party Products.

TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, YOU AGREE THAT KANOPI IS NOT LIABLE FOR ANY ACTIONS OR OMISSIONS OF A THIRD-PARTY SELLER OR ANY DAMAGES ARISING FROM THIRD-PARTY PRODUCTS OFFERED ON THE SITE.

Current Third-Party Sellers offering Third-Party Products on the Site include the following:

• Cooledge Lighting, Inc.

 

PART III: TERMS AND CONDITIONS FOR INSTALLATION SERVICES (IF ORDERED BY YOU)

This Part III (Terms and Conditions For Installation Services), together with Part I (Terms of Use) and Part II (Terms and Conditions For Sale of Products), govern your purchase of any and all Installation Services through the Site. Please read through this entire Part III carefully.

FOR INSTALLATION SERVICES PERFORMED IN THE FOLLOWING JURISDICTIONS: the State of Delaware; the State of Florida; the State of Georgia; the State of Idaho Monroe County (including the City of Bloomington), Indiana; St. Joseph County (including the City of South Bend), Indiana; Chicago, Illinois; Johnson County, Kansas; Lexington, Kentucky; Louisville, Kentucky; the State of Louisiana; the Commonwealth of Massachusetts; the State of Montana; the State of New Jersey; the State of North Carolina; Akron, Ohio; Cincinnati, Ohio; Cleveland, Ohio; Columbus, Ohio; the Commonwealth of Pennsylvania (except for the cities of Philadelphia and West Chester and except to the extent you are an “Owner” as defined in the Home Improvement Consumer Protection Act, 73 P.S. § 517.1, et seq.); the State of Rhode Island; the State of South Carolina; Austin, Texas; Dallas, Texas; El Paso, Texas; Fort Worth, Texas; Houston, Texas; and San Antonio, Texas; the State of Washington – this Part III shall be deemed to constitute the Terms and Conditions For Installation Services between you, on the one hand, and Kanopi Installation, LLC (a wholly owned subsidiary of Armstrong World Industries, Inc.), on the other. Kanopi will be providing the Installation Services to you through a Kanopi-approved subcontractor.

FOR INSTALLATION SERVICES PERFORMED IN ALL OTHER JURISDICTIONS, this Part III shall be deemed to constitute the Terms and Conditions for Installation Services directly between you, on the one hand, and a Kanopi-approved independent installer (“Direct Installer”) (and not Kanopi), on the other. The Direct Installer will be providing the Installation Services to you directly. In no event will Kanopi be (1) responsible for the Installation Services performed by the Direct Installer, nor (2) a party to any agreement with you for the provision of Installation Services.

In either of the cases described above, (1) Part I (Terms of Use) and Part II (Terms and Conditions For Sale of Products) shall continue to apply to you and Kanopi (and a Direct Installer shall be deemed to be a third-party beneficiary thereof), (2) the use of the term “Installer” in this Part III shall be deemed to refer to either Kanopi or the Direct Installer, as applicable, and (3) Kanopi shall be deemed to be a third-party beneficiary under any agreement between you and the Direct Installer.

INSTALLATION SERVICE ORDERS
Your order shall consist of the type of Installation Services for the Kanopi Products included in your shopping cart and as shown on the billing screen available through the Site, and the details or other terms contained in any signed quote or scope of work for such Installation Services (the “Service Order”). To make a valid Service Order, you must provide certain required information, including, without limitation, the address at which the Installation Services will be performed, phone number, other contact information, the requested date and time for the Installation Services, the specific rooms within which the Installation Services will be performed, complete and accurate ceiling measurements where the Installation Services will be performed, and the specific scope of the requested Installation Services. You agree that such information will be true, accurate and complete, and that you will update this information promptly if it changes. By providing this information to us you are requesting and expressly consenting to having your contact details, details of the proposed Service Order, the requested Installation Services, and any other information we deem relevant sent to an Installer for use in preparing or updating a quote for such Installation Services and/or for the Installer to provide the requested Installation Services. You will provide the Installer with: (1) any information concerning the Installation Services; and (2) access to the premises, buildings and other facilities where the Installation Services will be performed, in each case as may be reasonably necessary for the Installer to prepare or update a quote for the Installation Services.

Installation Services for Third-Party Products are not available from Kanopi or through the Site. Questions regarding installation of Third-Party Products should be directed to the relevant Third-Party Seller.

ACCEPTANCE OF SERVICE ORDERS AND PRICING
No Service Order placed through our Site shall be considered as accepted by the Installer until (1) the Installer receives a quote signed by you; and (2) the Service Order is officially acknowledged by us or the Installer in an email receipt to you at the email address you provide on your Service Order.

All prices are shown in U.S. dollars. Unless otherwise specified by the Installer, all prices are for the specific Installation Services stated and are exclusive of all applicable taxes, and any other similar duties, and charges of any kind imposed by any governmental authority on any amounts payable by you.

We cannot confirm the price of Installation Services until you sign your Service Order and it has been accepted. At its sole discretion, the Installer may require an on-site estimation to prepare or update a quote prior to accepting any Service Order. All prices are subject to change without notice and you agree that any applicable taxes may be adjusted from the amount shown on the billing screen. Prices offered on the Site may vary from other advertised prices due to varying conditions in different geographic markets.

If the actual price of Installation Services varies from the estimated price (for example, where an on-site estimation to prepare or update a quote indicates the price will be more or less expensive than provided in an initial quote), you will receive an updated quote detailing the updated price of the Installation Services.

PAYMENT
Payment will be made by credit card or other form of payment offered on the Site in accordance with the policies and procedures on the Site and our billing/payment agent, or as otherwise stated in any quote or scope of work generated by us and signed by you. You agree to pay the entire amount of each Service Order without offset or deduction upon the placement of a Service Order through the Site, or as otherwise stated in any quote or scope of work generated by us and signed by you. All information that you provide in connection with your payment of a Service Order must be accurate, complete, and current. You agree to pay all charges listed on any quote or scope of work generated by us and signed by you, or incurred by users of your credit card or other form of payment offered on the Site used in connection with a Service Order.

ELECTRONIC TRANSACTIONS
You agree that all Kanopi Transactions with or through the Site shall be conducted electronically, unless otherwise agreed to in writing by us and the Installer, and that any oral conversations may be recorded. Any Kanopi Transactions that are not conducted electronically shall be governed by the Terms of Use, the Terms and Conditions For Sale of Products, and these Terms and Conditions For Installation Services.

YOUR OBLIGATIONS FOR INSTALLATION SERVICES
You will (1) provide the Installer with access to the premises, buildings and other facilities as may be required for performing the Installation Services, (2) respond to and fulfill promptly any request for information, accommodations, or approvals that the Installer requires to perform the Installation Services, and (3) comply with any requirements or other terms and conditions contained in any accepted Service Order.

WARRANTY & STANDARD OF PERFORMANCE
The Installation Services are warranted to be performed in a professional and workmanlike manner (“Installation Warranty”). This Installation Warranty shall be valid for twenty-four (24) months from the date the Installation Services were completed and excludes claims arising from (a) the actions of any third-party (including your actions or the actions of anyone engaged in any other trade); (b) any Products purchased from Kanopi (for which separate warranties are provided, as described in Part II above); and (c) complaints related to ceiling aesthetics where installation has been performed in a professional and workmanlike manner. Claims for breach of the Installation Warranty not made within twenty-four (24) months from the date the Installation Services were completed are waived. Your sole and exclusive remedy, and Installer’s entire liability, whether in contract, tort or otherwise for any claim related to or arising out of a breach of the Installation Warranty, shall be re-performance of the Installation Services or a credit, at Installer’s sole option.

PERSONAL INJURY AND PROPERTY DAMAGE
You agree to defend, indemnify, and hold the Installer and the Kanopi Indemnitees harmless from and against any and all Losses (including, without limitation, personal injury, death, or damage to property) arising from or related to (1) the Installation Services being performed on your premises; or (2) your failure to comply with any term or condition contained in any signed Service Order, except in each case to the extent directly arising out of the gross negligence or willful misconduct of the Installer.

LICENSE NUMBERS HELD BY KANOPI INSTALLATION, LLC

Kanopi Installation, LLC holds the following license numbers:

Delaware: #2022704074

• Dover: #22-00034445
• Wilmington: #104533

Florida: #CGC050999

Georgia: #GCQA007702; GCCO007701

Idaho: #RCE-62843

Indiana:

• Monroe County (including the City of Bloomington): #GC-147
• St. Joseph County (including the City of South Bend): #6951-23

Illinois:

• Chicago: #TGC126020

Kansas:

• Johnson County: # 2022-0010554

Kentucky:

• Lexington: #15075591
• Louisville: #LIC-GBCL-22-00124

Massachusetts: #205565

Montana: #267074

New Jersey: #13VH12220500

North Carolina: #88066

Ohio:

• Akron: #22070110957
• Cincinnati: #CBRC010137
• Cleveland: #GEN22-105726
• Columbus – #G09671

Oklahoma: #16076190

Pennsylvania: HIC #PA170507

• Allentown: #SP09975
• Pittsburgh: #BA-2022-003272
• Reading: #401134
• Scranton: #04977

Rhone Island: #GC-47690

South Carolina: #CLG.124240 GC

Texas:

• Austin: #5780642
• Dallas: #BU139584
• El Paso: LCCR22-00386
• Fort Worth: #RB022749
• Houston: #176208
• San Antonio: #LIC-CTY-APP22-163000434

Utah: #13144873-5501

Virginia: #2705185579

Washington: #604978951