Terms of Service
Last Updated: September 1, 2017
These terms of service constitute a legally binding agreement (the “Agreement”) between you and Lens Shapers Inc (“Lens Shapers,” “we,” “us” or “our”) governing your use of our applications, websites, mobile apps and Lensnology services (collectively, the “Lens Shapers Services”).
By entering into this Agreement, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE LENS SHAPERS SERVICES.
Lens Shapers Services
We provide an array of mobile apps and websites collectively known as Lens Shapers Services.
Modification to the Agreement
In the event Lens Shapers modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Lens Shapers reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Lens Shapers Services or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt-out of arbitration (if applicable).
The Lens Shapers Services may only be used by individuals who can form legally binding contracts under applicable law. The Lens Shapers Services is not available to children (persons under the age of 18) without parental supervision or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.
Lens Shapers Communications
By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialling systems.
With respect to your use of the Lens Shapers Services and your participation in the Services, you agree that you will not:
- impersonate any person or entity;
- violate any law, statute, rule, permit, ordinance or regulation;
- interfere with or disrupt the Services or the Lens Shapers Services or the servers or networks connected to the Lens Shapers Services;
- post Information or interact on the Lens Shapers Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libellous, abusive, obscene, profane, offensive, sexually-oriented, threatening, harassing, or illegal;
- use the Lens Shapers Services in any way that infringes any third party’s rights, including but not limited to intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Lens Shapers Services;
- “frame” or “mirror” any part of the Lens Shapers Services, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or
- modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Lens Shapers Services or any software used on or for the Lens Shapers Services;
- rent, lease, lend, sell, redistribute, license or sublicense the Lens Shapers Services or access to any portion of the Lens Shapers Services;
- use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Lens Shapers Services or its contents;
- link directly or indirectly to any other web sites;
- transfer or sell your User account, password and/or identification to any other party
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
- cause any third party to engage in the restricted activities above.
All intellectual property rights in the Lens Shapers Services shall be owned by Lens Shapers absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Lens Shapers Services are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Lens Shapers. Lens Shapers shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Lens Shapers and other Lens Shapers logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Lens Shapers in Canada and/or other countries (collectively, the “Lens Shapers Marks”). If you provide Vendor Services as a Vendor, Lens Shapers grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Lens Shapers Marks solely in connection with providing the Vendor Services through the Lens Shapers Services (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Lens Shapers’s prior written permission, which it may withhold in its sole discretion. The Lens Shapers Marks may not be used in any manner that is likely to cause confusion.
You acknowledge that Lens Shapers is the owner and licensor of the Lens Shapers Marks, including all goodwill associated therewith, and that your use of the Lens Shapers Marks will confer no additional interest in or ownership of the Lens Shapers Marks in you but rather inures to the benefit of Lens Shapers. You agree to use the Lens Shapers Marks strictly in accordance with Lens Shapers’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Lens Shapers determines to nonconforming or otherwise unacceptable.
You agree that you will not: (1) create any materials that incorporate the Lens Shapers Marks or any derivatives of the Lens Shapers Marks other than as expressly approved by Lens Shapers in writing; (2) use the Lens Shapers Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Lens Shapers Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Lens Shapers’s rights as owner of the Lens Shapers Marks or the legality and/or enforceability of the Lens Shapers Marks, including, without limitation, challenging or opposing Lens Shapers’s ownership in the Lens Shapers Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Lens Shapers Marks, any derivative of the Lens Shapers Marks, any combination of the Lens Shapers Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Lens Shapers Marks; (5) use the Lens Shapers Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
Violation of any provision of this License may result in immediate termination of the License, in Lens Shapers’s sole discretion. If you create any materials bearing the Lens Shapers Marks (in violation of this Agreement or otherwise), you agree that upon their creation Lens Shapers exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the Lens Shapers Marks or derivative works based on the Lens Shapers Marks. You further agree to assign any interest or right you may have in such materials to Lens Shapers, and to provide information and execute any documents as reasonably requested by Lens Shapers to enable Lens Shapers to formalize such assignment.
Lens Shapers respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials on the Lens Shapers Services infringe upon your copyrights, please contact our support team for information on how to make a copyright complaint.
You will defend, indemnify, and hold Lens Shapers including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Lens Shapers Services and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, without limitation, Vendors, Customers, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Lens Shapers Services or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
Limitation of Liability
IN NO EVENT WILL LENS SHAPERS, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “Lens Shapers” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE LENS SHAPERS SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE Lens Shapers SERVICES, THE VENDOR SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
Term and Termination
This Agreement is effective upon your initial use of the Lens Shapers Services. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Lens Shapers; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10(a) through (i) of this Agreement. In addition, Lens Shapers may terminate this Agreement or deactivate your User account immediately in the event: (1) Lens Shapers has the good faith belief that such action is necessary to protect the safety of the Lens Shapers community or third parties, provided that in the event of a deactivation pursuant to (1) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Lens Shapers’s reasonable satisfaction prior to Lens Shapers permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Lens Shapers’s satisfaction, this Agreement will not be permanently terminated.
You agree not to use any Lensnical, financial, strategic and other proprietary and confidential information relating to Lens Shapers’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by Lens Shapers for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Lens Shapers in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Lens Shapers with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Lens Shapers or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Lens Shapers; becomes known to you, without restriction, from a source other than Lens Shapers without breach of this Agreement by you and otherwise not in violation of Lens Shapers’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Lens Shapers to enable Lens Shapers to seek a protective order or otherwise prevent or restrict such disclosure.
This Agreement shall be governed by the laws of the Province of Ontario, Canada without regard to choice of law principles. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non- binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Lens Shapers, in our sole discretion by providing notice to you. Any notices to you shall be provided to you through the Lens Shapers services or given to you via the email address or physical you provide to Lens Shapers during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Lens Shapers with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.
If you have any questions regarding the Lens Shapers Services, please contact our Customer Support Team.