Terms And Conditions

Terms of Service

Welcome to the WWW.GLASSES.COM ("Glasses.com") website. The following Terms of Service govern your use of this website. If you visit or shop at Glasses.com, you accept these conditions, so please read them carefully.

Privacy

Please review our Privacy Policy, which also governs your visit to Glasses.com, to understand our privacy-related practices.

No Professional Advice

Any information supplied through this website or by any of our employees or agents, whether by telephone, e-mail, letter, facsimile or other form of communication, is for informational purposes or general guidance and does not constitute medical or other professional advice. Health-related information provided through this website is not a substitute for medical advice and it is important that you not make medical decisions without first consulting your personal physician or other healthcare professional. The receipt of any questions or feedback you submit to us does not create a professional relationship and does not create any privacy interests other than those described in our Privacy Policy.

Electronic Communications

When you visit Glasses.com or send e-mails to us, you are communicating with us electronically and are consenting to receive communications from us electronically regarding a purchase or response to a question or comment or because you have chosen to receive promotional, legal or reminder emails about your glasses. We will communicate with you by e-mail or by posting notices on this website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Intellectual Property

Unless otherwise noted, all information, account information, articles, data, images, passwords, customer numbers, screens, text, user names, web pages or other materials (collectively, the "Content") appearing on the website are the exclusive property of Glasses.com or its subsidiaries:
  1. All information, products, services, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software and other Content contained on or used in the website is protected by United States and international copyright laws. All rights reserved.
  2. The trademarks, logos, service marks and trade dress (collectively, the "Trademarks") displayed on the website are registered and unregistered Trademarks of Glasses.com or others. The Trademarks may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Glasses.com. All other trademarks not owned by Glasses.com or its subsidiaries that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Glasses.com or its subsidiaries.
  3. Images of people, objects or places displayed on the website are either the property of, or used with permission by, Glasses.com.
  4. We own or use by permission all software contained on the website, including without limitation all HTML code. Copyright and other laws and international treaty provisions protect this software. The law expressly prohibits any modification, redistribution or reproduction of the software, and such actions could result in severe civil and criminal penalties. We will seek and support prosecuting violators to the maximum extent possible.
  5. You may not copy, display, distribute, download, license, modify, publish, re-post, reproduce, reuse, sell, transmit, use to create a derivative work or otherwise use the Content of the website for public or commercial purposes without Glasses.com's authorization. Nothing on this website shall be construed to confer any grant or license of any intellectual property rights, whether by estoppel, by implication or otherwise.
Violations of system or network security may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users involved in such violations
We also reserve the right to disclose any information necessary to satisfy any applicable law, regulation, legal process or governmental request.

Patents

One or more patents may apply to this Web site, including without limitation: U.S. Patent Nos. 5,528,490; 5,761,649; and 6,029,142.

Website License and Prohibited Uses

We grant you a limited license to access and make personal use of this website and not to download (other than page caching) or modify it, or any portion of it, except with our express written consent. This license does not include the use of the website to do any of the following, including but not limited to:
  1. resell or commercially use this website or its contents;
  2. download or copy any account information for the benefit of another merchant or other person or entity;
  3. use any false or inaccurate information for purposes of establishing an account with us;
  4. provide any information or take any other action with the purpose of establishing an account with us in order to place test orders;
  5. delete or revise any material or other information of ours or any other user;
  6. harvest or otherwise collect information about others, including e-mail addresses, without their consent;
  7. collect or otherwise use any data located on the website for litigation or legislative purposes;
  8. take any action that imposes an unreasonable or disproportionately large load on the website's infrastructure;
  9. use any device, software or routine to interfere or attempt to interfere with the proper working of the website or any activity being conducted on this website;
  10. use any engine, software, tool, agent or other mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the website other than (i) the search engine and search agents available from Glasses.com and (ii) generally available third party web browsers
  11. allow any other person or entity to use your Customer Number or other identifying information;
  12. attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service; or

You further agree not to violate or attempt to violate the security of the website, including, without limitation, actions such as:
  1. accessing data not intended for you or logging into a server or account that you are not authorized to access;
  2. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
  3. attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to or overloading, using any type of spyware or redirecting software, "flooding," "spamming," "mailbombing" or "crashing" the website;
  4. forcing the placement of cookies;
  5. sending unsolicited e-mail, including promotions and/or advertising of products or services; or
  6. forging any TCP/IP packet header or any part of the header information in any e-mail or posting.
This website or any portion of this website may not 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 Glasses.com without express written consent. You may not use any meta tags or any other "hidden text" utilizing Glasses.com name or Trademarks without our express written consent. Any unauthorized use terminates the permission or license granted by us. You are granted a limited, revocable and non-exclusive right to create a hyperlink to the home page of Glasses.com so long as the link does not portray Glasses.com or our products or services in a false, misleading, derogatory or otherwise offensive matter. You may not use any Glasses.com logo or other proprietary graphic or trademark as part of the link without our express written permission.

Reselling Products Prohibited

You are absolutely prohibited from reselling in any manner any products you purchase from Glasses.com, whether you purchased the products through the website or by any other means.

Your Account

If you use this website, you are responsible for maintaining the confidentiality of your account, Customer Number and other related login and account information and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify us of any unauthorized use of your Customer Number or account or any other breach of security. In consideration of your use of this website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the forms for your account, prescription and order information (the "Account Information") and (b) maintain and promptly update the Account Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current and future use of this website. Account Information and certain other information about you are also subject to our Privacy Policy. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

Reviews, Comments, Communications and Other Content

We welcome your comments regarding our products, services and website. You may post reviews, comments and other content and submit suggestions, ideas, comments, questions or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a communication or other content. We reserve the right (but not the obligation) to remove or edit such content, but we do not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant Glasses.com and a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content throughout the world in any media. You grant Glasses.com and any of our sub-licensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Glasses.com for all claims resulting from content you supply. We have the right but not the obligation to monitor and edit or remove any activity or content. We take no responsibility and assume no liability for any content posted by you or any third party.

Copyright Complaints

We respect the intellectual property of others. If you believe that your work has been copied and is accessible on the website in a way that constitutes copyright infringement, please notify us and provide the following information:
  1. A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  2. Identification of the URL or other specific location on the website where the material that you claim is infringing is located;
  3. Your name, address, telephone number and email address;
  4. A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent or the law;
  5. A statement that the information in the notification is accurate, and under penalty of perjury, that the signatory is either the owner, or is authorized to act on behalf of the owner, of an exclusive copyright right that is allegedly infringed; and
  6. An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest.
Our agent for notice claims of copyright infringement on the website can be reached as follows:

Legal Department

Luxottica Retail North America, Inc.
4000 Luxottica Place
Mason, Ohio 45040
Phone: 513-765-4321
Email: privacyoffice@luxotticaretail.com

Product Descriptions

We attempt to be as accurate as possible in describing offered products. However, we do not warrant that product descriptions or other content of this website are accurate, complete, reliable, current or error-free. If a product we offer is not as described, your sole remedy is to return it in unused condition.

Export

The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations-including but not limited to the Export Administration Act and the Arms Export Control Act and not to transfer, by electronic transmission or otherwise, any content derived from this website to either a foreign national or a foreign destination in violation of such laws.

Our Rights

We may elect to electronically monitor areas of this website and may disclose any Content, records or electronic communication of any kind (i) to satisfy any law, regulation or government request; (ii) if such disclosure is necessary or appropriate to operate the website; or (iii) to protect our rights or property or the rights of the users. We are not responsible for screening, policing, editing or monitoring such Content. If notified of allegedly infringing, defamatory, damaging, illegal or offensive Content, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such Content from the website.
We may terminate your access, or suspend your access to all or part of the website, without notice, for any conduct that we, in our sole discretion, believe is in violation of any applicable law or is harmful to the interests of another user or us.
Because customer service is paramount to our business, we reserve the right to refuse to sell products to you if it reasonably appears to us that you intend to resell the products. In addition, we reserve the right to limit quantities of items purchased by each customer.

Links to Third Party Websites

Occasionally, we may make available a link to a third party's website. These links will let you leave this website. The linked websites are not under our control, and we are not responsible for the contents of any linked website or any link contained in a linked website, or any changes or updates to such websites. We are not responsible for webcasting or any other form of transmission received from any linked website. We provide the links to you only as a convenience. We do not endorse any third party linked website or its use or contents.

Disclaimer of Warranties and Limitation of Liability

THIS WEBSITE IS PROVIDED BY GLASSES.COM ON AN "AS IS" AND "AS AVAILABLE" BASIS. GLASSES.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, GLASSES.COMDISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GLASSES.COMDOES NOT WARRANT THAT THIS WEBSITE, ITS SERVERS OR E-MAIL SENT FROM GLASSES.COMARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GLASSES.COMWILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Applicable Law

By visiting this website, you agree that the laws of the state of Utah, without regard to principles of conflict of laws, will govern these Terms of Service and any dispute of any sort that might arise between us.

Disputes

Any dispute relating in any way to your visit to this website or to products you purchase through us shall be submitted to confidential arbitration in Salt Lake City, Utah, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Utah, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Service shall be joined to an arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the website or the Terms of Use must be filed within one year after such claim or cause of action arose or be forever barred.

Website Policies and Modification

Please review our other policies, such as our Privacy Policy, posted on this website. We reserve the right to make changes to our website, policies and these Terms of Service at any time.

General Information

These Terms of Service constitute the entire agreement and govern the use of the website. You also may be subject to additional terms and conditions that may apply when you use third-party content or third-party software. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

Luxottica Retail Insurance Online Claims System Terms And Conditions

Welcome to the Luxottica Retail Insurance Online Claims System (“System”) provided by Luxottica Retail (“Luxottica,” “we,” “us,” or “our”).

The System is intended to benefit Vision Care insurance network Members and their authorized agents (“Members”) by providing access to review information related to Members (“Members”) and help said Members address benefits inquiries, product inquires, facilitate claim submissions, lab material submissions, and review expected payment information for their Luxottica Retail eCommerce transactions.

These Terms and Conditions (“Terms”), and the other documents referenced in these Terms, together form a binding legal agreement (“Agreement”) between you (“you” and “your”) and EyeMed as of the date you first access the System or accept these Terms, including electronically (the “Effective Date”). You and Luxottica Retail are each a “party” to the Agreement and together are the “parties” to this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. ALL USE OF THE SYSTEM AND ALL DATA AND INFORMATION AVAILABLE THROUGH THE SYSTEM ARE SUBJECT TO YOUR COMPLIANCE WITH THIS AGREEMENT. BY ACCESSING OR USING THE SYSTEM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SYSTEM AND IF YOU VIOLATE THIS AGREEMENT LUXOTTICA RETAIL RESERVES THE RIGHT TO BAN YOU FROM ACCESSING IT IN THE FUTURE.

1. DEFINITIONS

All capitalized terms shall have the meanings given to them herein.

2. ELIGIBILITY

The System is for use only by eligible Vision Insurance Members for personal purposes and not for competitive information. You represent and warrant to Luxottica Retail that you are and will remain a Member in good standing with your insurance provider and will not

3. TERM

The term of this Agreement will begin upon the use of this service and will continue until terminated as set forth herein.

4. System ACCESS

During the term of this Agreement, and provided that you remain in compliance with both this Agreement and your own Member Agreement provided by your insurance, Luxottica Retail will permit you to access and use the System and the System Services solely for your own personal use in accordance with the terms of this Agreement and your Member Agreement. In case of conflict between the two documents this document will supersede on matters regarding access to our services. Your right to access and use the System is non-exclusive, non-transferrable, and non-sublicensable. Except as expressly stated in this Section, Luxottica Retail grants you no rights or licenses to access or use the System or any System Services, whether by implication, estoppel, or otherwise. Operation of the API is intended solely for the purpose of allowing individual end users of the Luxottica Websites who have indicated they are EyeMed members or members of another vision care provider listed in the drop down menu above or a Member’s authorized representative (as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)) (“End Users”) to access the API Services for the sole purpose of seeking materials from Provider, as permitted under the terms and conditions of the Provider Agreement.

5. System ACCOUNT

It is preferred that before you access the System or any System Services, you establish an account for the System (your “Account”). All Accounts are issued at the sole discretion of Luxottica Retail. Your Account and the user credentials for your Account (“Account Credentials”) are unique to you. Your Account is for your own use and your Account Credentials may be used only by you alone. You may not transfer your Account to someone else. You also may not provide your Account Credentials to anyone else or give a third party access your Account. You will ensure the security and confidentiality of your Account Credentials and will notify Luxottica Retail immediately if your Account Credentials are lost, stolen or otherwise compromised. You are solely responsible for your Account and all use of the System through your Account. You are fully responsible for all actions taken through your Account (or using your Account Credentials) and for any liabilities and damages incurred through the use of your Account (or your Account Credentials), whether lawful or unlawful. In connection with establishing your Account and accessing the System, you will be asked to submit certain information (“Account Information”). You agree that (a) all Account Information you provide will be true and complete, and (b) you will promptly update your Account Information to keep it accurate and current. You may not (i) select or use Account Credentials of another person or entity with the intent to impersonate that person or entity; and (ii) use Account Credentials that Luxottica Retail, in its sole discretion, deems offensive or misleading.

6. RESTRICTIONS

All access to and use of the System must be solely as expressly permitted herein. You acknowledge that the System and the software, hardware, and other technology used to provide the System and the System Services (collectively, the “System Technology”), constitute the valuable IPR (as defined below) of Luxottica Retail. As an express condition to the rights granted to you under this Agreement, you will not and you will not permit any third party to: (1) use or access the System Technology or any portion thereof for any purpose except as expressly provided in this Agreement; (2) modify, adapt, alter, translate, or create derivative works from the System Technology; (3) distribute, lend, loan, lease, license, sublicense, transfer, or make available the System Technology or any rights in or to the System Technology to any third party; (4) access or use the System Technology in violation of your Member Agreement or in any unlawful, illegal, or unauthorized manner; (5) access or use the System Technology in any manner that could damage, disable, overburden or impair the System Technology; (6) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, design, or method of operation for the System Technology; (7) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to the System Technology; (8) interfere in any manner with the operation of the System Technology or attempt to gain unauthorized access to the System Technology; (9) use automated scripts or processes to collect information from or otherwise interact with the System Technology, including screen scrapping, bots, and other automated scripts; (10) use the System, System Services, or System Data for patient recalls, Customer Relationship Management or associated systems, or other marketing activities; or (11) alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on any System Technology.

7. MODIFICATIONS

Luxottica Retail reserves the right to modify or release new versions of System and the System Services at any time by making those modifications or new versions available to you as part of System or the System Services.

8. SUPPORT

You are solely responsible for all support relating to your use of System and the System Services. Unless stated in your Member Agreement or a separate support agreement between Luxottica Retail and you, Luxottica Retail is under no obligation to provide you with any support relating to System or any System Services, provided that Luxottica Retail may provide support to you if deemed necessary or appropriate by Luxottica Retail.

9. NO ADDITIONAL CONSIDERATION

There are no separate fees payable for access to System or the System Services under this Agreement in addition to those amounts payable under your Member Agreement, the receipt and sufficiency of which you acknowledge and agree serve as adequate consideration under this Agreement

10. OWNERSHIP

Luxottica Retail retains all right, title, and interest in and to the System Technology and all System Services, any updates, upgrades, enhancements, modifications and improvements thereto, created by either party, either alone or with the other party or any third party (“Improvements”), and all intellectual property and proprietary rights therein or relating thereto throughout the world, including all copyrights, trademarks, trade secrets, patents (and patent applications), moral rights, rights in data and databases, and other intellectual property and proprietary rights throughout the world (“IPR”). You receive no ownership interest in or to any of the foregoing, and no rights or licenses are granted to you to access or use any of the foregoing, except for the rights expressly granted to you under this Agreement. You agree to and hereby do assign to Luxottica Retail any and all right, title or interest in or to any Improvements, and all IPR therein or relating thereto, that you may acquire at any time. The names and logos of Luxottica Retail and those of its affiliates, Members, and licensors are trademarks of Luxottica Retail or such affiliates, Members, or licensors, as applicable, and no right or license is granted to you to use them.

11. TERMINATION AND SUSPENSION

This Agreement will terminate upon any termination or expiration of your Member Agreement. This Agreement will also terminate as specified below. Termination of this Agreement will not affect your Member Agreement, unless the grounds for termination of this Agreement are also grounds for termination of your Member Agreement. In addition to any termination of this Agreement, Luxottica Retail may suspend your access to any part of System (or any System Services through the System) at any time if Luxottica Retail in its sole discretion deems such suspension reasonable to prevent any breach of this Agreement or applicable law or any damage, injury, or harm to Luxottica Retail, the System Technology, any other Luxottica Retail Member, or any third party. Luxottica Retail may also ban specific IP addresses associated with any attempts to breach this contract. Luxottica Retail may also terminate this Agreement upon notice if Luxottica Retail ceases offering the System or replaces the System with any new system or platform. Upon any termination or expiration of this Agreement: (a) all rights granted to you hereunder will immediately terminate; (b) Luxottica Retail may cease providing you with access to the System (and any System Services through the System); (c) you will cease all use of the System (and all System Services through the System); and (d) you will return to Luxottica Retail or (if so notified by Luxottica Retail) destroy, all Confidential Information in your possession or control. Upon the request of Luxottica Retail, you will certify in writing to your compliance with this Section. The relevant portions of Sections 1, 7, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, and 26 will survive termination of this Agreement for any reason.

12. REPRESENTATIONS AND WARRANTIES

You represent, warrant, and covenant to Luxottica Retail that: (1) You will maintain all rights, power, and authority necessary to enter into this Agreement and perform all of your obligations under this Agreement; (2) Your use of the System and the System Services through the System will be at all times in compliance with this Agreement and applicable law; (3) Your use of the System Services will be at all times in compliance with your Member Agreement; (4) Your use of the System and the System Services will not violate, and will not cause Luxottica Retail to violate, any federal, state, or local laws, rules, or regulations or the rights of any third party; and (5) except as set forth herein, you will obtain all rights, licenses, permits, and other approvals required for your use of and access to the System (and the System Services through the System) and your performance under this Agreement; (6) the person using this system is at least 18 years of age

13. DISCLAIMER

  • 13.1 NO PROFESSIONAL ADVICE

    THE SYSTEM AND THE ONLINE CLAIM SYSTEM SERVICES DO NOT PROVIDE VISION OR OTHER MEDICAL OR PROFESSIONAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR VISION OR OTHER MEDICAL OR PROFESSIONAL ADVICE, DIAGNOSIS, TREATMENT OR RECOMMENDATIONS. ALL DATA, INFORMATION, AND CONTENT MADE AVAILABLE THROUGH THE SYSTEM AND THE ONLINE CLAIM SYSTEM SERVICES IS FOR INFORMATIONAL PURPOSES OR GENERAL GUIDANCE ONLY. YOUR USE OF THE SYSTEM AND THE SYSTEM SERVICES DOES NOT CREATE A PROFESSIONAL RELATIONSHIP WITH LUXOTTICA RETAIL AND DOES NOT CREATE ANY PRIVACY INTERESTS OTHER THAN THOSE DESCRIBED HEREIN OR IN YOUR MEMBER AGREEMENT. LUXOTTICA RETAIL DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC PHYSICIANS, PRODUCTS, PROCEDURES, OPINIONS OR OTHER CONTENT THAT MAY BE AVAILABLE THROUGH THE SYSTEM OR SYSTEM SERVICES. YOUR RELIANCE ON ANY CONTENT APPEARING ON THE SITE IS SOLELY AT YOUR OWN RISK.
  • 13.2 NO ADDITIONAL WARRANTIES

    ALL SYSTEM TECHNOLOGY (INCLUDING THE SYSTEM AND ALL SYSTEM SERVICES) IS PROVIDED BY LUXOTTICA RETAIL AND ITS LICENSORS AND MEMBERS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND. LUXOTTICA RETAIL EXPRESSLY DISCLAIMS, AND YOU DISCLAIM ANY RELIANCE ON, ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, WHETHER EXPRESS OR IMPLIED, REGARDING THIS AGREEMENT AND THE SYSTEM OR ANY SYSTEM TECHNOLOGY, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LUXOTTICA RETAIL OR ITS AGENTS OR REPRESENTATIVES WILL CREATE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS UNLESS CONFIRMED IN WRITING BY LUXOTTICA RETAIL AS AN AMENDMENT TO THIS AGREEMENT.

14. CERTAIN LIABILITIES

You will indemnify, hold harmless, and defend Luxottica Retail, its affiliates and subsidiaries, and each of their respective officers, directors, employees, contractors, and agents from and against any damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) incurred in connection with or as a result of: (1) your use of or access to the System and the System Services; (2) your breach of any provision of this Agreement; or (3) damage to property or injury to or death of any person directly or indirectly caused by you. Luxottica Retail agrees to give you prompt notice of any claim subject to this Section.

15. LIMITATION OF LIABILITY

IN NO EVENT WILL LUXOTTICA RETAIL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SYSTEM, ANY SYSTEM SERVICES, OR THIS AGREEMENT, INCLUDING ANY LOST, CORRUPTED OR ALTERED DATA OR INFORMATION, LOSS OF USE OF DATA OR INFORMATION, RECOVERY OF DATA OR INFORMATION, OR LOSS OR INTERRUPTION OF BUSINESS OR REVENUE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE FORESEEABLE. THE MAXIMUM CUMULATIVE LIABILITY OF LUXOTTICA RETAIL RELATING TO THE SYSTEM, ANY SYSTEM SERVICES, OR THIS AGREEMENT WILL UNDER NO CIRCUMSTANCES EXCEED THE COMPENSATION PAID TO LUXOTTICA RETAIL UNDER THIS AGREEMENT IN THE THREE [3] MONTHS PRIOR TO THE EVENTS GIVING RISE TO SUCH LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, EACH PARTY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. DATA

  • 16.1 Your Data

    The data and information you provide or make available through the System or when accessing the System Services through the System, including all claims data (“Your Data”), is subject to your Member Agreement. This Agreement does not limit the obligations or responsibilities of either party under your Member Agreement regarding Your Data and each party remains responsible for its use and processing of Your Data as specified in your Member Agreement. Without limiting the foregoing, Luxottica Retail may rely upon the accuracy and completeness of Your Data and is not responsible if any of Your Data is inaccurate and incomplete. You will obtain all rights, authorizations, consents, and permissions necessary to provide Your Data to Luxottica Retail through the System and to permit the processing of Your Data through the System and the System Services under this Agreement. You will notify Luxottica Retail promptly of any unauthorized submission of Your Data through the System. Except as may be specified in your Member Agreement, Luxottica Retail is not responsible or liable for any deletion, correction, destruction, damage, loss, or failure with respect to Your Data. Subject to your Member Agreement, Luxottica Retail may take remedial action if Your Data violates this Agreement, provided that Luxottica Retail is under no obligation to review Your Data for accuracy, completeness, or potential liability.
  • 16.2 System Data

    As between the parties, any data and information provided or made available to You through the System or the System Services, excluding only Your Data (“System Data”), is the property of Luxottica Retail and its data Members. You will request and obtain System Data through the System only as permitted under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) for treatment, payment, and healthcare operations purposes related to the End User to which such System Data relates and you will access, use, disclose, and process System Data solely for such purpose, at all times only as permitted by the Member Agreement. Except as may be expressly provided in your Member Agreement, all System Data is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all System Data before using or relying rely upon any System Data. Except as may be expressly permitted in this Agreement or your Member Agreement, You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any System Data; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any System Data; (c) store or retain any System Data, including for purposes of assembling a database or dataset based on or containing System Data; or (d) otherwise access, use, disclose, or process System Data. You will not alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any System Data. You will implement reasonable and appropriate information security safeguards to prevent access, use, disclosure, or processing of System Data other than as permitted under this Agreement. As part of the foregoing, You will maintain a written information security program, including administrative, physical, and technical safeguards designed to protect the confidentiality, security, and integrity of System Data and to prevent any unlawful, unauthorized, or improper access, use, disclosure, or processing thereof or any breach or compromise of Your information security safeguards (“Data Incident”). You will promptly, but in no case less than two [2] business days, notify Luxottica Retail of any suspected or actual Data Incident. You will maintain policies and procedures for remedying and mitigating the effects of any Data Incident. You will fully cooperate with Luxottica Retail in the investigation, mitigation, and remediation of any Data Incident. You will comply with any request and follow any instruction received from Luxottica Retail as necessary for Luxottica Retail or you to comply with applicable law or regulation with respect to any System Data or the access, use, disclosure, or processing thereof, including any valid request by any Member or other third party to restrict or limit access to, delete, provide access to, amend, or provide an accounting with respect to System Data. Notwithstanding the foregoing, nothing in this Section is intended to limit the rights of any End User to utilize any System Data regarding that End User as allowed under applicable law.

17. CONFIDENTIALITY

For purposes of this Agreement, “Confidential Information” means the System Data and all other System Technology, and all other documentation, information, data, and materials made available by Luxottica Retail regarding the System Technology and the existence and availability thereof, regardless of form, including all copies thereof. You will use the Confidential Information only if expressly permitted to do so by Luxottica Retail herein or in writing and, if not permitted to do so, will not use such Confidential Information. You may disclose the Confidential Information only to those of your employees who have a need to know the Confidential Information for purposes of the use of the System and the System Services hereunder and who are bound by a legal obligation of confidentiality at least as protective of the Confidential Information as this Agreement. You will not otherwise disclose the Confidential Information without Luxottica Retail’s prior written consent. You will treat all Confidential Information with the same degree of care as you treats your own confidential information which, in no event, will be less than reasonable care.

18. FEEDBACK

Any information, content, or materials you provide to us regarding the System, including any feedback, comments, or suggestions relating to the use, operation, performance, functionality, or features of the System or any System Services (“Feedback”) is entirely voluntary. We will be free to use any Feedback as we see fit for any purpose and without any without notice, payment, or other obligation to you. All use of any Feedback will be at our sole discretion.

19. PUBLICITY

All media releases or other public announcements by your that reference this Agreement or the System or the System Services, whether generally or by name, shall be coordinated with and approved in advance and in writing by Luxottica Retail prior to the release thereof; provided, however, that nothing in this Section shall be construed to limit your right to issue such disclosures as are reasonably believed by your legal counsel to be required by law. You shall not, without Luxottica Retail’s prior written consent, use or display Luxottica Retail’s logos, trademarks, service marks, or any variations thereof, including in any of its promotional, advertising, or other materials.

20. NOTICES

Any notice or other communication required or permitted under this Agreement shall be made as specified by your Member Agreement, provided that Luxottica Retail may provide notices to you regarding the System and the System Services either through your Account or by electronic mail transmission, any such electronic mail deemed to be received when confirmed by Member.

21. GOVERNING LAW AND VENUE

This Agreement will be governed by the laws of the state specified in your Member Agreement. If no such state is specified in your Member Agreement, this Agreement will be governed by the laws of the State of Ohio (USA), without regard to conflicts of law principles thereof. The parties acknowledge and agree that the federal and state courts specified in your Member Agreement will have sole and exclusive jurisdiction over any disputes arising hereunder. If no such courts are specified in your Member Agreement, the parties acknowledge and agree that the federal and state courts located in Hamilton County, Ohio (USA) will have sole and exclusive jurisdiction over any disputes arising hereunder. The parties irrevocably submit to the personal jurisdiction of such courts.

22. ASSIGNMENT

You may not assign this Agreement in whole or in part, or transfer or delegate any of your rights or obligations under this Agreement, to any third party, whether by assignment, sale, merger, reorganization, operation of law, or otherwise, without the prior written consent of Luxottica Retail. Notwithstanding the foregoing, in the case you validly assign your Member Agreement to a third party, this Agreement will be deemed automatically assigned to the same third party receiving such assignment of your Member Agreement. For the purposes of this Agreement, any change of control of your organization will be deemed an assignment. Luxottica Retail may assign this Agreement, with or without notice to you, to any affiliates, successors, or assigns. Any assignment in violation of the foregoing will be null and void, and will be considered a breach of this Agreement.

23. INJUNCTIVE RELIEF

You acknowledge and agree that due to the unique nature of the System Technology, there may be no adequate remedy at law for any breach of its obligations hereunder, that any such breach, including, in particular, any unauthorized use or release of the System Technology or any System Data or Confidential Information may allow you or third parties to unfairly compete with Luxottica Retail, resulting in irreparable harm to Luxottica Retail. Therefore, upon any such breach of this Agreement or any threat thereof, Luxottica Retail, in addition to whatever remedies that Luxottica Retail might have at law, will be entitled to obtain injunctive or other appropriate equitable relief against you in any court of competent jurisdiction without the need to post a bond.

24. ENTIRE AGREEMENT

This Agreement is the complete and exclusive agreement between you and Luxottica Retail regarding, and supersedes all oral or written agreements or understandings between the parties with respect to, the System and the System Technology and the use of and access to the System and the System Services through the System. Luxottica Retail may, in its sole discretion, modify this Agreement from time to time. Luxottica Retail will use commercially reasonable efforts to provide notice of any material modifications to this Agreement. Notice may be provided to you directly through the System or through any other form of notice permitted hereunder. Your continued access to the System or the System Services following such modification constitutes your acceptance of, and agreement to be bound by, any modified Agreement. Except for the foregoing, this Agreement may be amended or modified only by a writing signed by both parties.

25. GENERAL

The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect. Luxottica Retail will not be held responsible for failure or delay in the performance of any obligation under this Agreement if such failure or delay is beyond its reasonable control. The parties are independent contractors, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties. Neither party is an agent of the other and neither party is authorized to make any representation, contract, or commitment on behalf of the other party. No term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party. Each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable law. The System and other System Technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You will strictly comply with all such laws and acknowledges that it has the responsibility to obtain such licenses to export, re-export or import as may be required. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” You expressly waive any applications of the U.N. Convention on Contracts for the International Sale of Goods with respect to the performance or interpretations of this Agreement.