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Enrollment: Company may allow individuals to provide glasses designs to Seller to incorporate into Products (each, a “Seller”) in accordance with the terms hereof. To begin the enrollment process for the design submission program (the “Program”), Seller must complete the registration process as determined by Company in its sole discretion. Sellers are limited to parties that can lawfully enter into and form contracts under applicable law (for example, minors may not be permitted to enter into such agreements). As part of the application, Seller must provide Company with Seller's (or Seller’s business’) full legal name, address, phone number, attestation of age of majority and e-mail address. Company may at any time cease the Program at our its discretion and without notice to Seller.
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Program Fee Payments; Receipt of Sales Proceeds:
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Fee details will be posted on the website during the checkout process. Seller is responsible for all of Seller’s expenses in connection with this Agreement. To use the Program, Seller must provide Company with valid credit card or debit card acceptable to Company (the “Designer Credit Card”). Seller may only use a name Seller is authorized to use in connection with the Program and will update all of the information provided to Company in connection with the Program as necessary to ensure that it at all times remains accurate, complete and valid. Designer hereby authorizes Company (and will provide Seller documentation evidencing Seller’s authorization upon Company’s request) to verify Seller information (including any updated information), to obtain credit reports about Seller from time to time, to obtain credit authorizations from the issuer of the Seller Credit Card, and to charge the Seller Credit Card or debit Seller’s designate bank account (the “Seller Bank Account”) for any sums payable by Seller to Company (in reimbursement or otherwise). All payments to Seller will be remitted to the Seller Bank Account through a banking network or by other means specified by Company.
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If Company determines that Seller’s actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Company or third parties, then Company may in its sole discretion withhold any payments to Seller for as long as Company determines any related risks to it or third parties persist. For any amounts that Company determines Seller owes hereunder, Company may (a) charge the Seller Credit Card or any other payment instrument Seller provides to Company; (b) offset any amounts that are payable by Seller to Company (in reimbursement or otherwise) against any payments Company may make to Seller or amounts Company may owe Seller; (c) invoice Seller for amounts due to Company, in which case Seller will pay the invoiced amounts upon receipt; (d) reverse any credits to the Seller Bank Account; or (e) collect payment or reimbursement from Seller by any other lawful means. If Company determines that Seller's account(s) has(ve) been used to engage in any deceptive, fraudulent and/or illegal activity, then Company may in its sole discretion permanently withhold any payments to Seller. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in U.S. Dollars and all payments contemplated by this Agreement will be made in U.S. Dollars.
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In addition, Company may require that Seller pay other amounts to secure the performance of Seller's obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Company or third parties. These amounts may be refundable or nonrefundable in the manner Company determines, and failure to comply with terms of this Agreement, including any applicable program policies, may result in their forfeiture.
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As a security measure, Company may, but is not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. Company will not be liable to Seller: (i) if Company does not proceed with a transaction or disbursement that would exceed any limit established by Company for a security reason, or (ii) if Company permits a customer to withdraw from a transaction because a Company site or service is unavailable following the commencement of a transaction.
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Term and Termination: The term of this Agreement will start on the date of Seller’s completed registration and acceptance of service payment by Company. Company may terminate or suspend this Agreement or any service for any reason at any time by notice to Seller. Seller may terminate this Agreement or any service for any reason at the expiration date of service.
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License: Seller hereby grants Company a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Seller’s materials and any related intellectual property rights (“Your Materials”), and to sublicense the foregoing rights to Company’s affiliates; provided, however, that Company will not alter any trademarks or service marks from the form provided by Seller (except to re-size marks to the extent necessary for presentation, so long as the relative proportions of such marks remain the same) and will comply with Seller’s removal requests as to specific uses of such marks (provided Seller is unable to do so using standard functionality made available to Seller via the applicable Company site or service); provided further, however, that nothing in this Agreement will prevent or impair Company’s right to use Seller's Materials without Seller consent to the extent that such use is allowable without a license from Sller or Seller’s affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).
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Representations: Seller represents and warrants to Company that: (a) if Seller is a business, it is duly organized, validly existing and in good standing under the laws of the country in which Seller’s business is registered and that Seller is registering for the service(s) within such country; (b) it has all requisite right, power, and authority to enter into this Agreement, perform all obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by Seller or Seller’s affiliates to Seller or its affiliates is at all times accurate and complete; and (d) Seller and all of Seller’s subcontractors, agents, and suppliers will comply with all applicable laws in performance of Seller’s obligations and exercise of Seller’s rights under this Agreement.
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IP Indemnification: Seller releases Company and agrees to indemnify, defend, and hold harmless Company, our affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “IP Claim”) arising from or related to Seller's Materials, any actual or alleged infringement of any intellectual property rights relating thereto, and any personal injury, death, or property damage related thereto. Seller will use counsel reasonably satisfactory to Company to defend each indemnified IP Claim. If at any time Company reasonably determines that any indemnified IP Claim might adversely affect Company, Company may take control of the defense at Seller's expense. Seller may not consent to the entry of any judgment or enter into any settlement of an IP Claim without Company’s prior written consent.
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Confidentiality: During the course of Seller’s use of the services, Seller may receive information relating to Company or to the services that is not known to the general public (“Confidential Information”). Seller agrees that: (a) all Confidential Information will remain Company’s exclusive property; (b) Seller will use Confidential Information only as is reasonably necessary for Seller's participation in the services; (c) Seller will not otherwise disclose Confidential Information to any other person or entity; and (d) Seller will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. Seller may not issue any press release or make any public statement related to the services, or use Company’s name, trademarks, service marks, or logo, in any way (including in promotional material) without Company's advance written permission, or misrepresent or embellish the relationship between the parties in any way.
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Use of Company Transaction Information: Seller will not, and will cause Seller’s affiliates not to, directly or indirectly: (a) disclose any Company transaction information (except that Seller may disclose that information solely as necessary for Seller to perform any obligations under this Agreement if Seller ensures that every recipient uses the information only for that purpose and complies with the restrictions applicable to Seller related to that information); (b) use any Company transaction information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with Company’s privacy policies or applicable law; (c) contact a person or entity that has ordered a Seller product with the intent to collect any amounts in connection therewith or to influence that person or entity to make an alternative transaction; (d) disparage Company, Company’s affiliates, or any of their respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being a Company site user. In addition, Seller may only use tools and methods that Company designates to communicate with Company site users regarding Seller’s transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of products. The terms of this Section 13.H do not prevent Seller from using other information that Seller acquires without reference to Company transaction information for any purpose, even if that information is identical to Company transaction information, provided that Seller does not target communications on the basis of the intended recipient being a Company site user.
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Suggestions and Other Information: If Seller elects to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to Company in connection with or related to any Company site or service (including any related technology), Company will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect Company systems and customers, or to ensure the integrity and operation of Company's business and systems, Company may access and disclose any information Company considers necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content.
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Password Security: Seller is solely responsible for maintaining the security of Seller's password. Seller may not disclose Seller’s password to any third party (other than third parties authorized to use Seller’s account in accordance with this Agreement) and is solely responsible for any use of or action taken under Seller’s password. If any password is compromised, Seller must immediately change Seller's password.
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Products and Product Information: Seller will provide in the format Company requires accurate and complete product information for each product or service that Seller offers through any Company site and promptly update that information as necessary to ensure it at all times remains accurate and complete. Seller will also ensure that Seller’s products comply with all applicable laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials.
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Remittance of Proceeds: Except as otherwise stated in this Agreement, Company will remit to Seller’s available balance on a monthly (30-day) (or at Company’s option, more frequent) basis. Company may establish a reserve on Seller’s account based on Company’s assessment of risks posed by Seller’s actions or performance, and Company may modify the amount of the reserve from time to time at its sole discretion. When Seller either initially provides or later changes Seller Bank Account information, the remittance calculation date may be deferred by up to fourteen (14) days.
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Effect of Termination: Upon termination of these terms, all rights and obligations of the parties hereunder will be extinguished, except that the rights and obligations of the parties with respect to transactions occurring during the term will survive the termination or expiration of the term.
