Last Modified: June 30, 2024
Terms of Service
These Terms of Service are entered into between you and Morgenthal Frederics, a division of Luxury Optical Holdings Co. (“Morgenthal Frederics”, “Company”, “we”, “us”, or “our”). These Terms of Use, together with our Privacy Notice (located at https://morgenthalfrederics.com/pages/privacy-policy), and any documents expressly referenced and incorporated herein (collectively, “Terms of Service”), govern your access to and use of our website http://www.morgenthalfrederics.com/, including any content, functionality and services offered on or through our website (the “Website), whether as a guest or a registered user of our Website. Any capitalized term not defined in these Terms of Service shall have the meaning set forth in the Privacy Notice.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR WEBSITE OR SERVICES AS THEY CONTAIN IMPORTANT INFORMATION THAT AFFECTS YOUR RIGHTS, REMEDIES, AND OBLIGATIONS. THEY INCLUDE AN AGREEMENT TO ARBITRATE, A PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF FOR ALL MATTERS EITHER IN COURT OR ARBITRATION, VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION, VENUE, AND GOVERNING LAW OF DISPUTES, EXCEPT WHERE PROHIBITED, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
THEY FURTHER FORM A BINDING AGREEMENT BETWEEN YOU AND US. BY ACCESSING OR USING OUR WEBSITE OR SERVICES, INCLUDING COMMUNICATING WITH US, YOU AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF SERVICE AND ALL APPLICABLE LOCAL LAWS, WHETHER OR NOT YOU BECOME A REGISTERED USER. IF YOU DO NOT WISH TO AGREE TO THESE TERM OF SERVICE, YOU MUST NOT USE OR ACCESS OUR WEBSITE, WHICH EXPLICITLY INCLUDES (BUT IS NOT LIMITED TO) VIEWING THE WEBSITE AND SHOULD LEAVE THE WEBSITE.
Use By Minors
Our Website is not directed to children. Our Website is not intended for use by anyone under the age of eighteen (18) years old and who does not reside in the United States or any of its territories or possessions. By using our Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you are under 18 years of age (or the legal age of majority where you live), you may only use our Website under the supervision of a parent or legal guardian who agrees to the Terms of Service.
Changes to These Terms of Service and the Website
Any new tools or features which are added to the Website shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We may periodically revise, update, or replace any part of these Terms of Service in our sole discretion and judgement. All changes, except any conflicting or more restrictive provisions that expressly require opt-in consent, are effective immediately when we post a revised version of these Terms of Service to our Website and shall apply to all access to and use of our Website thereafter. Your continued use of our Website following the posting of revised Terms of Service or after receipt of notice of a modification means that you accept and agree to the revised Terms of Service. It is your responsibility to check our Website periodically for changes so that you are aware of any revised versions of these Terms of Service we may post.
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Accessing Our Website and Account Security
We reserve the right to alter our Website in any manner, including taking it down completely, and any service or material we provide on the Website, in our sole discretion without notice to you. We will not be liable if for any reason all or any part of our Website is unavailable at any time or for any period. We also reserve the right to restrict, at our sole discretion, access to parts of our Website, or the entire Website, to users, including registered users, or visitors to the Website for any reason at any time, including failure to comply with any of the terms and conditions herein.
You are responsible for:
• Making all arrangements necessary for you to have access to our Website, including but not limited to, usage of a computer or mobile device, appropriate web-browsing software, and Internet connectivity; and
• Ensuring that all persons who access our Website through your Internet connection or computing device are aware of these Terms of Service and comply with them.
To access our Website or services or any resources or information available on it, you may be asked to provide certain registration details or other information. It is a condition of your use of our Website and any associated services that all the information you provide through it is correct, current, and complete, and does not violate any laws or third party’s rights. You agree that all information you provide to register with our Website or otherwise, including but not limited to, through the use of any interactive features on our Website, is governed by our Privacy Notice, which is expressly incorporated by reference. You therefore consent to all actions we take with respect to your information consistent with our Privacy Notice.
If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account on our Website is personal to you and agree not to provide any other person with access to our Website or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You are advised to use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You shall remain responsible for any actions taken by users of your account when you fail to take adequate precautions to protect account access.
We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion, and for any or no reason, including but not limited to, if in our opinion you have violated any provision of these Terms of Service.
Intellectual Property Rights
Our Website and all of its content, features and functionality, including but not limited to, all information, software, text, displays, images, video and audio, and the design, selection, coordination, and arrangement thereof, are owned by us, our respective licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms of Service grant you a non-exclusive, nontransferable, revocable (as permitted herein) license to access and use our Website solely for your personal, non-commercial use.
You must not, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browsing software for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of our Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end-user license agreement (EULA) for such applications.
• If we provide social media features through our Website with certain content, you may take such actions as are enabled by such features.
You must not:
• Modify copies of any materials from our Website.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text as they appear on our Website.
• Reverse engineer, decompile, disassemble, or otherwise create derivative works from the Website. You may not alter or modify any disabling mechanism which may be resident in the Website.
• Delete or alter any copyright, trademark or other proprietary markings or confidential legends (e.g., “©” or “®”) placed upon or contained within the Website, its related materials, or from copies of materials from our Website.
You must not access or use for any commercial purposes any part of our Website or any services or materials available through the Website. If you wish to make any use of material on our Website other than that set out in these Terms of Service, please contact us at the email address provided below and we will take your request into consideration but do not guarantee that any such request will be granted.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of our Website in breach of these Terms of Service, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. All rights not expressly granted to you under these Terms of Service are expressly reserved by us and any of our affiliates. All copyrights, patents, trade secrets, trademarks, service marks, trade names, and other intellectual property and proprietary rights in the Website shall remain our sole and exclusive property or the exclusive property of our affiliates or licensors, as applicable. Any use of our Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.
Trademarks
Our Company name, and all related names, logos, product and service names, designs and slogans, including but not limited to, Morgenthal Frederics, the Morgenthal Frederics Logo, the Morgenthal Frederics Logo mark (stylized), and the Chromoclear Morgenthal Frederics Logo mark are trademarks or service marks owned by us or our affiliates or licensors. You must not use such trademarks or service marks without prior written permission from us or the applicable owner. All other names, logos, product and service names, designs and slogans on our Website are the trademarks of their respective owners.
User Submissions
If you submit anything to us through our Website, you acknowledge and agree that any such materials, including but not limited to, questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information (“User Submissions”), regarding our Website, us, or our products or services that are provided by you are non-confidential and non-proprietary and shall become our sole property. We will own all exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of these User Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You therefore grant to us and our affiliates, business partners, service partners, and sublicensees an unrestricted, non-exclusive license and right to use the User Submissions and the name that you submit in connection with such User Submissions. You represent and warrant that: (1) you own and control all of the rights to the User Submissions that you submit, or that you otherwise have the right to submit such User Submissions to our Site; (2) the User Submissions are accurate and not misleading; and (3) our use or posting of the User Submissions you supply will not violate any rights of or cause injury to any person or entity. We are not responsible or liable to any third party for the content or accuracy of any User Submissions posted by you or any other user of the Website.
DMCA Policy
We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), text of which may be found on the U.S. Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf, we will respond expeditiously to claims of copyright infringement using the Website if such claims are reported to our Designated Copyright Agent identified in the sample notice below.
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringement taking place on or through our Website by completing the following DMCA Notice of Alleged Infringement and delivering it to our Designated Copyright Agent at dmca@morgenthalfrederics.com. Upon receipt of notice as described below, we will take whatever action, in our sole discretion, that we deem appropriate, including removal of the challenged content from our Website.
Your notice should include the following information:
• Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this notice—you may provide a representative list of the copyrighted works that you claim have been infringed.
• Identify the material or link you claim is infringing (or the subject of the infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Website or the exact location where such material may be found.
• Provide your name, company affiliation (if applicable), mailing address, telephone number and email address.
• Include both of the following statements in the body of the notice:
o “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent or the law (e.g., as a fair use).”
o “I hereby state that the information in this notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Prohibited Uses
You may use our Website only for lawful purposes and in accordance with these Terms of Service. The following list is not intended to be an exhaustive list of prohibited uses. You agree not to use our Website:
• In any way that violates any applicable federal, state, local or international law or regulation.
• To post any content or material which could be defamatory, obscene, indecent, abusive, offensive, deceptive, harassing, violent, hateful, inflammatory or otherwise objectionable, or that may promote sexually explicit or pornographic material, violence, or discrimination.
• To infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• To violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with these Terms of Use or our Privacy Notice.
• To promote unauthorized commercial activities or sales, such as contests, sweepstakes and other sales promotions, “junk mail”, or “spam.”
• In any manner that could disable, overburden, damage, or impair the Website or interfere with any other person’s use of the Website, including using any technical means such as viruses, Trojan horses, robots, spiders, logic bombs, denial-of-service attacks, distributed denial-of-service attacks, or any other attempt to interfere with the proper working of the Website or attempts to gain unauthorized access to the Website.
• To impersonate or attempt to impersonate us, one of our employees, another user, or any other person or entity (including, without limitation, by using email addresses or usernames associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the us or users of the Website, or expose them to liability.
Monitoring and Enforcement; Termination
We reserve the right to terminate your access to our Website at any time for any reason, including if we learn that you have violated any of the prohibited uses set forth above. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through our Website or using our Website in any manner. YOU WAIVE AND HOLD US AND OUR AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF SUCH INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Reliance on Information Posted
Prices for our products are subject to change without notice. The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE WEBSITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Third-Party Links
Our Website may contain or display links to other sites and resources provided by third parties. This includes links contained in advertisements, including banner advertisements and sponsored links. These third party links are provided for your convenience only and are not intended to signify any particular endorsement, approval, or sponsorship of such third-party sites by us. We have no control over the content of those third-party sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to visit or access any of these third-party sites linked to from our Website, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies for such third party sites
SMS communications
We may use SMS to communicate with customers including examples listed below:
• To provide you with our products and services or otherwise fulfill our contractual obligations to you;
• To process your payment and fulfill your orders;
• To communicate with you, respond to your inquiries, and provide support regarding your transactions, appointments, and concerns;
• To provide you with optical measurements and adjustments;
• Phone numbers provided for the purpose of SMS opt-in communications are not being shared with third parties/affiliates;
• If you wish to opt out of SMS messaging, you can opt-out at any time by texting "STOP." For assistance, text "HELP." Message and data rates may apply. Messaging frequency may vary.
Online Purchases and Other Terms and Conditions
All purchases through our site and other transactions are governed by our Refund Policy located at https://morgenthalfrederics.com/pages/refunds, which are hereby incorporated into these Terms of Use.
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only in accordance with our refund policy.
We have made reasonable effort to display the colors and images of our products. We cannot guarantee that your computer monitor’s display of any color will be accurate.
We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products and product prices are subject to change at any time without notice at our sole discretion.
WE DO NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
We reserve the right to refuse any order you place with us.
Additional terms and conditions may also apply to specific portions, services, or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service.
Linking to Our Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our prior express written consent. We may at our discretion disable all or any social media features and any links at any time without notice.
Geographic Restrictions
As the owner of our Website, we are based in the State of New York in the United States. We provide our Website and services for use only by persons located in the United States. We make no claims that our Website or any of its content is accessible or appropriate outside of the United States. Access to our Website may not be legal by certain persons or in certain countries. If you access our Website from outside the United States, you do so at your own initiative and risk, and are therefore responsible for compliance with local laws.
WARRANTY DISCLAIMER
YOUR USE OF OUR WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. EXCEPT FOR ANY LIMITED PRODUCT WARRANTIES AVAILABLE ON A PRODUCT-BY-PRODUCT BASIS AT THE DISCRETION OF THE OUR RETAIL ASSOCIATES AT OUR RETAIL LOCATIONS, ALL CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY SHALL CREATE ANY ADDITIONAL COMPANY WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF COMPANY’S OBLIGATIONS HEREUNDER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING OBTAINED FROM THIRD PARTIES (COLLECTIVELY, THE “THIRD-PARTY ITEMS”). COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE/NON-INFRINGEMENT, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE THIRD-PARTY ITEMS.
THE WEBSITE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT COMPANY DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (1) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (2) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, OR NETWORKS. COMPANY SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGREGITY OF YOUR DATA AND SYSTEMS.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OUR WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOT WITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF USE, THE TOTAL LIABILITY, IN THE AGGREGATE, OF OUR COMPANY AND OUR OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES AND SUBCONTRACTORS, AND ANY OF THEM, TO YOU AND ANYONE CLAIMING BY OR THROUGH YOU, FOR ANY AND ALL CLAIMS, LOSSES, COSTS OR DAMAGES, INCLUDING ATTORNEYS’ FEES AND COSTS AND EXPERT-WITNESS FEES AND COSTS OF ANY NATURE WHATSOEVER OR CLAIMS EXPENSES RESULTING FROM OR IN ANY WAY RELATED TO YOUR USE OF OUR WEBSITE FROM ANY CAUSE OR CAUSES SHALL NOT EXCEED THE TOTAL COMPENSATION RECEIVED BY US FROM YOU IN THE LAST SIX (6) MONTHS THAT ANY LIABILITY AROSE OR $500, WHICHEVER IS GREATER. IT IS INTENDED THAT THIS LIMITATION APPLY TO ANY AN ALL LIABILITY OR CAUSE OF ACTION HOWEVER ALLEGED OR ARISING, UNLESS OTHERWISE PROHIBITED BY LAW.
ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSSES OF ANY KIND RELATING TO OR IN CONNECTION WITH CLAIMS THAT THERE HAVE BEEN ERRORS, OMISSIONS OF PROFESSIONAL NATURE, REGARDLESS OF WHETHER SUCH ERROR, OMISSION OR OCCURRED WITH THE USE OR AID OF THE WEBSITE.
Some states do not allow the exclusion or limitation of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so the above limitation or exclusion may not apply to you.
Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees and litigation costs) arising out of, resulting from, or relating to your violation of these Terms of Service or your use of our Website in any manner not expressly authorized by these Terms of Service or your use of any information obtained from the Website.
We reserve the right to assume, at our own expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you fully agree to cooperate with us in the defense of any such claim, action settlement or compromise negotiations as we request.
Governing Law
All matters relating to our Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
Arbitration
You and we agree that any dispute, claim or controversy arising out of or relating to: (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof; or (b) your access to or use of our Website at any time, whether before or after the date you agreed to these Terms of Service, will be settled by binding arbitration between you and us, and not in a court of law, with the exception of either party seeking injunctive or equitable relief as specified below
The arbitration will be administered by the American Arbitration Association (“AAA”) applying the law of the State of New York and in accordance with the AAA’s applicable Rules of Arbitration. You and we agree that any arbitration proceeding will be held in the State of New York located in the City of New York and County of New York.
By agreeing to these Terms of Service, you agree that you are required to resolve any claim that you may have against us on an individual basis in arbitration. This will preclude you from bringing any class, collective, or representative action against us, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against us by someone else.
You acknowledge and agree that you and we are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and we otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, subject to the requirements of these Terms of Service, you and we each retain the right to bring, without first seeking arbitration, an individual action in a court of competent jurisdiction for the purposes of seeking injunctive or other equitable relief.
Jurisdiction for Dispute Proceedings
For purposes of seeking injunctive or equitable relief or in the event the Arbitration provision above is found unenforceable, any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal or state courts located in the State of New York in each case located in the City of New York and County of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Notwithstanding the foregoing, we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your state or country of residence or any other relevant state or country. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW.
Waiver and Severability
No waiver of by us of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Service will continue in full force and effect. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
Entire Agreement
These Terms of Service, and our Privacy Notice incorporated by reference herein, constitute the sole and entire agreement between you and our Company with respect to our Website and services your use thereof, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website and services.
Your Comments and Concerns
This website is operated by Morgenthal Frederics, a division of Luxury Optical Holdings Co. with a principal place of business at 234 West 39th Street, Floor 8, New York, NY 10018.
Any feedback, comments, requests for technical support and other communications relating to our Website or associated services should be sent to: dmca@morgenthalfrederics.com.