Last Updated: Sept 1, 2020
These are our Terms and Conditions. First off, thanks for reading this — we
realize most people don’t, and you probably care, so we have made these as
easy to read as we can. That being said, if you have any questions or concerns,
please ask us: you can email us at email@example.com and we’ll read and
reply to every email personally. We’re just a small team of three people,
so we really appreciate any feedback we get.
OK, now, to the legal stuff:
Lux Optics Ltd. offers mobile software applications (each, an "App") and web
services (each, a "Web Service"), allowing you to create, edit, and perfect
pho- tos, create images, edit videos and share your creations through social
media and email, or enjoy our how-to guides.
Lux Optics – so you should read through all of it. Lux Optics can also make
changes to this Agreement – see more details about that in Section 11.211.2
(Agreement Modifications by Lux Optics) below. If you are entering into this
Agreement on behalf of an entity (such as your employer), you represent that
you have full authority to bind such entity to this Agreement, and in such
cases references to "you" and "your" shall mean that entity.
ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT.
PLEASE READ THAT SCHEDULE CAREFUL- LY, SINCE IT MAY REQUIRE YOU AND Lux Optics
TO ARBITRATE CERTAIN DISPUTES AND LIMIT THE MANNER IN WHICH BOTH PARTIES CAN
SEEK RELIEF. THERE IS, HOWEVER, AN OPTION TO OPT-OUT.
As used herein: (a) "Services" means the Apps and Web Services collectively
and/or individually (as the case may be), as well as any related intellectual
prop- erty (such as Service Content and Features); (b) "Content" means any text, data,
information, files, images, graphics, sounds, music, videos, code, audio clips,
links, and/or other similar materials; and (c) "Service Content" means any Con-
tent (excluding your Account Content) appearing or made available on or in the
Services. For the avoidance of doubt, Stock Content is an example of Service Content.
1. Lux Optics SERVICES AND CONTENT
• 1.1. Your Rights. Subject to the terms and conditions of this Agreement, you
are given a personal license and right to access and use the applicable Services
(and in the case of an App, to also install the App on your de- vice)
(collectively, the "Subscription"). This Subscription is non- exclu- sive, non-transferable,
and non-sublicensable, and the Subscription only lasts while this Agreement
remains in effect. As used herein, a "Paid Sub- scription" means a Subscription
to any fee-based portions of the Services.
• 1.2. Additional Rules about Content. Your use of Service Content is also
subject to the Content Rules and Policy specified in Schedule A below (the
"Content Rules and Policy").
• 1.3. Prohibited Uses. As a condition to your Subscription, you agree not to
engage in (or encourage or permit others to engage in) any of the Pro- hibited
Uses specified in Schedule B attached below (the "Prohibited Uses").
• 1.4. Restricted Access. The Services are delivered electronically, and shall
be deemed accepted by you upon delivery. Some modules, tools, features, or other
functionality (collectively, "Features") may only be available to Paid Subscriptions.
Paid Subscriptions themselves shall also be subject to whatever limitations may
be specified in the corresponding Paid Subscription plan or package (such as
limitation on the number of authorized users, usage volume or duration).
• 1.5. Changes to the Services. Lux Optics reserves the right, from time to
time and in its discretion, and without prior notice, to: (a) change any Fea-
tures and/or other aspects (such as the design, layout, or availability) of
the Services; (b) deactivate any Features, including without limitation de-
activating any free Features and offering them only as part of a Paid Sub-
scription (and vice versa); and (c) stop supporting (or limit compatibility with)
certain devices and operating systems, in which case your access to the
Services on such devices or operating systems may be impaired. Where required
by applicable law, we will notify you in advance (either via email, via
your Account, and/or within the Services) in the event we decide to shut
down or discontinue any App, Web Service, and/or the Ser- vices as a whole.
• 1.6. Reservation of Rights. For the avoidance of doubt, the Services are
only licensed to you, and no title in them passes to you. Any rights not expressly
granted herein are hereby reserved by Lux Optics and its licen- sors, and you
are granted no other right or license in the Services, whether by implied
license, estoppel, exhaustion, operation of law, or otherwise.
2. YOUR ACCOUNT AND YOUR CONTENT
In order to access the Services, you may be required to register for an account
by submitting the information requested in the applicable web form or interface
("Account"). You alone are responsible for maintaining the confidentiality and
security of your Account (and user sub-accounts) and credentials, as well as for
all activities that occur in such Account. Information collected by us in creating
(available at http://halide.cam/privacy), which is incorporated into this Agree-
ment by reference.
You are responsible for all of your Account Content, and you agree to the Con- tent
Rules and Policy regarding Account Content. "Account Content" shall mean Content
inputted, uploaded, shared, posted, published, or otherwise gener- ated by you in
relation to your use of the Services.
• 3.1. Fees. Certain Services and Features are only offered under a Paid Subscription,
and certain Service Content is only offered for payment. You agree to pay whatever
fees and other charges are presented to you when you subscribe to a Paid
Subscription or paid Service Content (col- lectively, the "Fees"). If the
payment plan is on a recurring-subscription basis, you agree to pay the Fees
in accordance with the applicable billing cycle ("Billing Cycle"). If you
downloaded the App from the Apple Store, refunds are permissible in accordance
with their refund policy; otherwise refunds are permissible in accordance with
the refund policies that Lux Optics publishes. Except as stated in those policies,
all Fees are non-re- fundable and non-cancellable. Moreover, amounts payable
are exclusive of all applicable sales, use, consumption, VAT and other taxes,
except for taxes based upon Lux Optics' net income.
• 3.2. Payment Methods and Processing. Payments may be processed via the relevant
App Marketplace, as well as any other third-party payment methods which we make
available (such as via PayPal and certain sup- ported payment cards). You must
provide accurate billing information, and promptly update any changes to it
(such as card numbers and expiry dates). If you are paying via credit or debit
card, you represent that you are the authorized user of the card, and you
authorize Lux Optics (and any third party payment processor) to collect payment
from you, on a recur- ring basis (if applicable), and to take all other
necessary billing actions. If payment is made via a third-party payment
processor, you will also be subject to its terms and conditions (over which
we have no control) – so carefully read those terms.
4. INTELLECTUAL PROPERTY
4.1. Services. All rights, title and interest (including without limitation all
Intel- lectual Property Rights) in and to the Services is and shall remain
exclusively owned by Lux Optics and/or its licensors. If you provide us with any sug-
gestions or other feedback about the Services ("Feedback"), you agree that we
may use such Feedback at our discretion, and without any restriction (e.g., for
research and development purposes, for commercial purposes etc.) or obligation
• 4.2. Lux Optics Brands. The trademarks and branding (collectively, "Trademarks")
displayed in the Services, as well as their associated goodwill, are and shall
remain exclusively owned by Lux Optics and/or its licensors (the "Service Trademarks").
Some of those Service Trade- marks may also be registered by their respective
owners. You may not use or register any Trademark that is confusingly similar
to any Service Trademarks, and you must refrain from any action that
may dilute, tarnish, or damage Service Trademarks or their associated goodwill.
• 4.3. DMCA Copyright Policy. It is Lux Optics' policy to respect the rights of
copyright owners, and we will respond to notices of copyright in- fringement in
accordance with our DMCA Copyright Policy
set forth in Schedule D below.
• 4.4. Definition of Intellectual Property Rights. "Intellectual Property Rights"
shall mean any rights,
titles, and interests (under any jurisdiction, whether protectable or not, and
whether registered or unregistered) in and to any inventions, discov- eries, works
of authorship, domain names, software, algorithms, designs, databases, data, know-
how, technology, and/or other intellectual property, and includes without limitation
patents, copyright and similar authorship rights, personal rights (such as Moral
Rights, rights of privacy, and pub- licity rights), architectural, building and
location (and similar geography- based) rights, mask work rights, trade secret and
similar confidentiality rights, design rights, Trademarks, as well as all related
applications and goodwill.
5. THIRD-PARTY INTERFACES AND LINKS
The Services may include links to other websites not owned or controlled by Lux
Optics. The Services may also include Features provided by third parties through
an application programming interface (API) of such third party. Lux Optics has
no control over, assumes no liability for any loss, damage or harm arising from:
(a) the privacy policies or other practices of such third parties; or (b) the
content or availability of any such websites or Features, and Lux Optics does not
endorse any materials available from such websites or Features.
Lux Optics encourages you to be aware when you leave the Services. You should read
before you provide them with your personal information or other Content. You are
responsible for complying with the terms of all such third-party websites and Features.
6. DISCLAIMER OF WARRANTIES
USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND
“AS AVAILABLE” BASIS, WITH ALL FAULTS. WE AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES, SUB-CONTRACTORS, LICENSORS, AGENTS AND AFFIL- IATES (COLLECTIVELY, THE
“Lux Optics PARTIES”) DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS
AND GUARANTEES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, IN- CLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, NON-INFRINGEMENT,
OR THAT ARISE FROM A COURSE OF PERFOR- MANCE OR DEALING, OR USAGE OF TRADE.
WE DO NOT MAKE ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE THAT: (A) THE
SERVICES WILL BE UNINTERRUPT- ED, ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS IN ANY
WAY; (B) THE SERVICES WILL BE FREE FROM MALWARE, COMPUTER VIRUSES OR OTHER HARMFUL
COMPONENTS; AND/OR (C) THE CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, LAWFUL, OR
NON-INFRINGING. NO ORAL OR WRITTEN REPRESENTATION, AD- VICE OR STATEMENT MADE BY
US OR ON OUR BEHALF, WHICH IS
NOT EXPRESSLY CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A REPRESENTATION,
WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND. ANY HOW-TO GUIDES OFFERED ARE FOR
YOUR INFORMATION ONLY, AND YOU MAY NOT RELY ON THEM FOR ANY ACADEMIC, VOCATIONAL
OR PROFESSIONAL CERTIFICATION.
7. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Lux Optics PARTIES SHALL NOT
BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT FOR ANY:
• 7.1. INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL
• 7.2. LOSS OF PROFIT, BUSINESS, ANTICIPATED SAVINGS, OR OPPORTUNITY;
• 7.3. LOSS OF, OR DAMAGE TO, ANY CONTENT, REPUTATION, OR GOODWILL; AND/OR
• 7.4. COSTS OR EXPENSES OF PROCURING SUBSTITUTE GOODS OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMBINED AGGREGATE LIABILITY
OF ALL Lux Optics PARTIES UN- DER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT
SHALL NOT EXCEED AN AMOUNT EQUAL TO HALF THE FEES YOU PAID US (IF ANY) IN THE TWELVE
(12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) EVEN IF Lux Optics PARTIES
HAVE BEEN ADVISED, OR SHOULD HAVE
BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, COSTS, OR EXPENSES; (B) EVEN IF
ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF
THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY,
NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT, TORT OR STATUTORY
LI- ABILITY. HOWEVER, NOTHING IN THIS AGREEMENT SHALL LIMIT LIABILITY FOR DEATH
OR PERSONAL INJURY CAUSED BY NEGLI- GENCE, OR FOR FRAUD, OR ANY OTHER LIABILITY
WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW.
You will indemnify and hold harmless each of the Lux Optics Parties from and against
any losses, liabilities, damages, fines, penalties, costs, and expenses (in- cluding
reasonable legal costs and attorney's fees) suffered or incurred by any Lux Optics
Parties as a result of any breach by you under this Agreement and/or any violation
by you of any law and/or the rights of any third party.
• 9.1. Termination by Lux Optics. Lux Optics reserves the right, without notice and
without liability, to suspend and/or terminate this Agreement at any time, whether for
cause (for example if you breach this Agreement) or for convenience (for example if
Lux Optics is discontinuing Services).
• 9.2. Termination by You. You may terminate this Agreement at anytime, via the
functionality offered or by cancelling your Account. In such cases, termination will
take effect immediately, unless you have a current Paid Subscription in which case
termination shall take effect at the end of the then-current Billing Cycle, and you
will not be charged for the subsequent Billing Cycle.
• 9.3. Effect of Termination; Survival. Termination of this Agreement shall not affect
any rights, remedies, obligations or liabilities that accrued as of the effective date
of termination. Upon termination of this Agreement: (a)
the Subscription and access to the Services will terminate, and (if applica- ble) you
must uninstall the App from your device; and (b) your Account and related access
credentials shall be terminated, and you shall be re- sponsible for backing up your
Account Content, and Lux Optics shall not be required (unless required by applicable
law) to retain any Account Content. Any provision of this Agreement that should
survive termination, shall survive, as shall Sections 44 (Intellectual Property)
and 6 (Dis- claimer of Warranties) through 1111 (General Legal Terms) inclusive.
10. GOVERNING LAW; DISPUTE RESOLUTION
This Agreement, as well as non-contractual claims, shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to any conflicts
of laws rules. The United Nations Convention on Contracts for the International
Sale of Goods shall not apply to this Agreement.
In the event of any claim, dispute or controversy in connection with this Agree-
ment (a "Dispute"), such Dispute shall be resolved exclusively by arbitration in
accordance with Schedule C (Mandatory Arbitration) below.
However, if the Dispute is not subject to arbitration (either because you opted-
out of the arbitration in the manner described in Schedule C, or because a court
of competent jurisdiction determined that the agreement to arbitrate does not
to apply to you or the Dispute) then the Dispute shall be subject to the
exclusive jurisdiction and venue of:
If you are a resident of the United States: the competent courts located in
New York County, New York, and both you and Lux Optics hereby irrevocably sub-
mit to the personal jurisdiction of such courts and waive any jurisdictional, im-
proper venue, inconvenient forum, or other objections to such jurisdiction and venue; or
If you are not a resident of the United States: the competent courts located in Tel Aviv-
Jaffa, Israel, and both you and Lux Optics hereby irrevocably submit to the personal
jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient
forum, or other objections to such jurisdiction and venue.
Regardless of any law to the contrary, any claim you may have arising under, or
otherwise in connection with, this Agreement must be filed within ONE (1) YEAR
after such claim arose, or else you agree that such claim will be barred forever.
If you are a consumer (as defined in the law of your jurisdiction), this Agree-
ment is not intended to, and shall not, exclude or limit any mandatory rights
you may have under the consumer laws of your jurisdiction.
GENERAL LEGAL TERMS
Entire Agreement. This Agreement (together with its Schedules) represents the
entire agreement between Lux Optics and you with respect to the subject matter
hereof, and supersedes and replaces any and all prior and contemporaneous
oral and/or written agreements and understandings between you and Lux Optics
with respect to such subject matter. You confirm that in entering into this
Agreement you have not relied on any statement or representation not expressly
set out in this Agreement, such as statements and explanations in any FAQs
or other mar- keting material on the Lux Optics website. The section
headings in this Agree- ment are for convenience only and may not be used
for interpretive purposes.
Agreement Modifications by Lux Optics. Lux Optics reserves the right,
from time to time and
11.4. 11.5. 11.6.
in its discretion, to make changes to this Agreement (each, "Agreement Modifi-
cations"). The modified Agreement will either be posted online (https://halide.cam/terms),
within the Services, and/or notified to you via email or your Account. (In any case,
we encourage you to regularly check the latest version of the Agreement, which
can always be found here: https://halide.cam/terms). The effective date of the
Agreement Modifications will be ten (10) days after posting the modified Agreement
or notifying you of it, as described above, unless a different date is specified.
If you do not agree to the Agreement Modifications, your sole remedy, and our
sole obligation and liability, is for you to terminate this Agreement. Otherwise,
your continued access or use of the Services shall constitute your ac-
ceptance of the modified Agreement.
Age Representation. You represent that you are of legal age in your jurisdiction
to form a binding contract, but in any event at least thirteen (13) years old. Chil-
dren under the age of thirteen (13) are not permitted to use any of the Services.
If you are between thirteen (13) and eighteen (18) years old, you must review this
Agreement with your parent or guardian, have him/her accept it on your be- half,
as well as approve your use of the Services.
Language; Electronic Contract. The language of this Agreement is the English
language only. You hereby irrevocably waive any law applicable to you requir- ing
that the Agreement be localized to meet your language (as well as any other
localization requirements), or requiring an original (non-electronic) signature or
delivery or retention of non-electronic records.
App Download from App Marketplace. If you are downloading the App from a third
party app-distribution platform or marketplace, such as Apple's App Store, Google's
Google Play, or the Amazon Appstore for Android (each, an "App Marketplace"),
please be aware that the App Marketplace may have additional rules which also
govern your use of the App.
Assignment. Lux Optics may assign this Agreement (or any of its rights and/or
obligations hereunder) without your consent, without notice, and without any
other restriction. Lux Optics may, from time to time and at its discretion, sub-
contract performance of its obligations under this Agreement (for example, host-
ing and processing of Web Services may be done by third party cloud service providers).
This Agreement is personal to you, and you may not assign or trans- fer this
Agreement (or any of your obligations or rights hereunder) without Lux Optics'
express prior written and signed consent. Any
prohibited assignment shall be null and void. Subject to the foregoing, this
Agreement shall bind and benefit each party and its respective
successors and assigns (for example, the Moral Rights waiver and the Account
Content License also benefit Lux Optics' successors
and assigns). At Lux Optics' discretion, any Lux Optics obligation hereunder
may be performed, and any Lux Optics right or remedy
may be exer- cised, by a subsidiary and/or affiliate of Lux Optics (each, an
Severability. If any provision of this Agreement (for example, the provisions of
(Governing Law; Dispute Resolution) or Schedule C (Mandatory Arbitration)) is
held by a court to be illegal, invalid or unenforceable,
then: (a) the remaining provisions of this Agreement shall remain in full force
and effect; and (b) you and Lux Optics agree that
the court making such determination shall have the power to change the provision
to make it legal, valid and enforceable and that most
closely approximates the original intent and economic impact of such provision,
and this Agreement shall be enforceable as so modified
in re- spect of such jurisdiction. In the event such court does not exercise the
power granted to it as aforesaid, then such provision
will be ineffective solely as to such jurisdiction, and will be substituted with
a valid, legal and enforceable pro- vision that
most closely approximates the original intent and economic impact of such provision.
Remedies. Except as may be expressly stated otherwise in this Agreement, no right
or remedy of a party under this Agreement shall be exclusive of any other right or
remedy under this Agreement, at law or in equity.
Waiver. No failure or delay on the part of any party in exercising any right or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single exercise
of any such right or remedy preclude any other or further exer- cise thereof or the
exercise of any other right or remedy. Any waiver granted hereunder must be in writing
(for waivers by you, emails will be acceptable; for waivers by Lux Optics, the
writing must be signed by an authorized representa- tive of Lux Optics), and shall be
valid only in the specific instance in which giv- en.
11.10. Relationship of the Parties; Third Party Beneficiaries. No agency, part- nership,
joint venture or employment relationship is intended or created by this Agreement, and
the relationship of the parties is solely that of independent con- tractors. Except as
provided otherwise in this Agreement (for example, as re- gards rights of Lux Optics'
Affiliates and Stock Content Licensors) neither party intends that any third party will
be a beneficiary of or entitled to rely on any part of this Agreement.
11.11. Notices. You agree that Lux Optics may send you notices by email, as well as
provide you notices within the Services. Except as stated otherwise in this Agreement
or required by applicable law, you agree to send all notices to Lux Optics, to: firstname.lastname@example.org.
11.12. U.S. Government Rights. The Services are "commercial computer soft- ware" and
any Services-related documentation is "commercial computer soft- ware documentation,"
pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. If you are an
agency, department, employee or other enti- ty of the United States Government, then
your access to and use of the Services shall be subject solely to the terms and
conditions of this Agreement.
11.13. Export Compliance. You must comply with any applicable export control laws.
You represent and warrant that: (a) you are not a resident of a country that the U.S.
government has embargoed for use of the Services, nor are you named on the U.S. Treasury
Department’s list of Specially Designated Nationals or any other applicable trade
sanctioning regulations of any jurisdiction; and (b) your country of residence
and/or incorporation (as applicable) is the same as the country specified in the
contact and/or billing address provided to us.
11.14. Data Backup. The Services are not intended to, and will not, operate as a
data storage or archiving service, and you agree not to rely on the Services for
the storage of any of your Account Content whatsoever. You are solely respon- sible
and liable for the maintenance and backup of all your Account Content. You also
acknowledge that certain Account Content (including without limita- tion personal
information) may be saved to or stored on your Device (even if we do not collect
that Account Content).
RESPONSIBILITY FOR YOUR CONTENT
Your Responsibility. Subject to the Account Content License, you own all rights,
title and interest (including without limitation all Intellectual Property Rights)
in and to your Account Content. You are solely responsible for (and you agree
to hold harmless and release Lux Optics and all Lux Optics' Affiliates and
licensors from) all your Account Content, and any use of it (including without
limitation use by others).
Representations and Warranties. You represent and warrant that: (a) your Ac-
count Content does not, and will not, infringe or violate any third party's
Intel- lectual Property Rights, privacy rights, publicity rights, or any law;
(b) your Ac- count Content is not, and will not be, disparaging, libelous,
threatening, offen- sive, harassing, deceptive, abusive, promoting of violence,
illegal drugs, illegal arms trafficking, or illegal gambling, and does not,
and will not, contain obscen- ity or pornography, create any risk to a person's
safety or health, impersonate another person, compromise national security,
or interfere with an investigation by law enforcement; and (c) you have obtained,
and will maintain during and
after any termination of this Agreement, any and all licenses, permissions, con-
sents, approvals, and authorizations required in connection with your Account
Content (for example, obtaining the consent of someone to whom you send a message).
The content, nature, frequency, and quantity of your Account Content has not
been specifically requested or authorized (and may or may not be re- viewed)
by Lux Optics, and is submitted to the Services at your sole risk. With-
out derogating from the generality of the above, you agree that you will
not submit any Content which contains information which it is unlawful
for you to possess in the country in which you are resident. Lux Optics
reserves the right (but shall have no obligation) to decide whether your
Account Content complies with the requirements set out in this Agreement,
and may remove such Account Content and/or terminate your access to the
Services for submitting Content which is in violation of this Agreement,
without prior notice and at Lux Optics' discretion.
3. No Obligation by Lux Optics. Lux Optics has no obligation to accept, display,
review or maintain any of your Account Content. Lux Optics may, at any time
and without notice, edit, replace and/or delete your Account Content in our
discretion, including, without limitation, if we: (a) determine that you are
in breach of any provision of this Agreement (for example, if your Account
profile picture contains nu- dity or impersonates another person, we may replace
the picture with another picture we deem appropriate) or have violated (or
are sus- pected by us of violating) any law; and/or (b) deem it helpful or
rea- sonably necessary to comply with any applicable law, legal process, or
governmental request, to enforce the Agreement (including investiga- tions
of potential violations thereof), to detect, prevent, or otherwise address
fraud, security issues, and/or to protect against harm to the rights,
property or safety of Lux Optics, our licensors, our users, yourself,
and/or the public.
4. Account Content License. You hereby grant Lux Optics and all Lux Optics
Affiliates a worldwide, assignable, non-exclusive, royalty-free, fully-paid,
sublicensable (through multiple tiers of sublicensees), ir- revocable and
perpetual license, in any media format and through
any media channels, to access, process, distribute, reproduce, publicly perform,
publicly display, creative derivative works of, and otherwise use your
Account Content: (a) to perform under this Agreement, in- cluding without
limitation to provide you with the Services and any technical support; (b)
on an aggregated or otherwise anonymous ba- sis, for improving the Services
, for analytics, and/or generally for re- search and development; and/or (c)
to promote the Services and/or Lux Optics ((a), (b) and (c) collectively, the
"Account Content Li- cense"). The Account Content License shall survive any
termination of this Agreement. You represent and warrant that you have ob-
tained, and will maintain during and after any termination of this Agreement
, any and all licenses, permissions, consents, approvals, and authorizations
required for granting the Account Content Li- cense.
5. Moral Rights Waiver. You hereby irrevocably waive (and agree never to assert)
against Lux Optics, its Affiliates, Lux Optics' licensors, and/ or any other
user of the Services, any Moral Rights you may have in and to any of your
Account Content. "Moral Rights" means any rights of paternity or integrity,
or any right to claim authorship of a work, to object to any distortion,
mutilation or other modification of, or other derogatory ac
tion in relation to, any work, whether or not such would be prejudicial to
the honor or reputation of the creator of the work, and any similar right,
existing under judicial or statutory law of any jurisdiction, or under any treaty.
You must not do (or permit or encourage to be done) any of the following,
in whole or in part: (a) copy, "frame" or "mirror" the Services; (b) sell,
assign, transfer, lease, sublicense, or otherwise distribute or make available
to any third party (such as offering it as part of a time- sharing or serv
bureau environment); (c) publicly perform, display or communicate the Serv
ices; (d) modify, adapt, arrange, or translate the Services; (e) decompil
e, disassemble, decrypt, reverse engineer, or otherwise attempt
to discover the source code or non-literal aspects (such as the underlyin
g structure, sequence, organization, file formats, non-public APIs, ideas,
or algorithms) of the Services; (f) remove, al- ter, or conceal any copyr
ight, trademark or other proprietary rights notices dis- played in the S
ervices; (g) circumvent, disable or otherwise interfere with secu- rity-r
elated features of the Services, or publicly identify any security vulnera
bil- ities in them; (h) make a derivative wo
rk of the Services, or use them to develop any service or product that is
substantially similar to it; (i) store or transmit any robot, malware, Troj
an horse, or similar malicious item (for e
xample, by way of Account Content) intended (or that has the potential) to d
amage or disrupt the Services; (j) employ any hardware, software or techniqu
e to pool connections, devices or users that use the Services (sometimes ref
erred to as 'virtualization', 'multiplexing' or 'pool
ing') in order to circumvent any limitations or conditions on the scope of y
our Subscription; (k) forge or manipulate identifiers in order to disguise
the origin of any Account Content or impersonate any perso
n or entity, or make any false statement pertaining to your identity or
affiliation with any person or entity; (l) take any action that imposes
(as determined in Lux Optics' discretion) an unreasonable or disproportionately
large load on the servers or other cloud infrastructure which operate or
support the Servi
ces, otherwise sys- tematically abuse or disrupt the integrity of such
servers or infrastructure, or send automated queries; (m) engage in any
activity that constitutes or encour- ages conduct that constitutes a
criminal offense, gives rise to civil liability or otherwise violates
any applicable law, including without limitation laws govern- ing privacy, d
efamation, spam, and copyright; (n) cause or launch any programs for the purpose
of scraping, indexing, or otherwise data mining any portion of the Services, or
use robots, crawlers and similar applications to collect and compile Content
from the Services, or send data to or from the Services for the purposes of
competing with the Services or in such ways that may impair the Services'
functionality; (o) display or embed Content from the Services (includ- ing w
ithout limitation by any software, Feature, gadget or communication pro- toc
ol), which alters the Content or its design; (p) collect or process personal
in- formation regarding the Services' users, without their prior explicit co
nsent, or threaten or intimidate other users of the Services; (q) link to the Services from
web pages or applications that contain pornographic Content or Content that en
- courages racism or wrongful discrimination; and/or (r) include in any Accoun
t Content information which may be considered as identifying a minor (or infor
- mation enabling contact of minors), or which violates a person's privacy rig
hts or publicity rights, which is threatening, defamatory,
libelous, vulgar, violent, obscene or racially, ethnically or otherwise objec
tionable, or which constitutes unsolicited commercial communications ('spam')
or pyramid schemes.
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SCHEDULE C Mandatory Arbitration
Lux Optics wants to address your concerns without the need for a formal legal d
ispute. Before filing a claim against Lux Optics, you agree to try to resolve t
he Dispute informally by contacting email@example.com. If a Dispute is not res
olved within 30 days after the email noting the Dispute is sent, you may initia
te proceedings, as set forth in this Schedule C. You and Lux Optics agree to re
solve any Dispute only by FINAL AND BINDING BILATERAL ARBITRATION in accordance
with the below; except, however, that:
(a) each party retains the right to bring an individual action: (i) in a small
located in your county of residence (or in New York County, New York if you me
et the requirements of such court), if you are a resident of the United States,
(ii) through a small claims process in the courts of London, England or Dublin,
Ireland, if you are a resident of the European Economic Area (EEA), or (iii) i
n the small claims court in Tel Aviv-Jaffa, Israel, if you are neither a resid
ent of the United States nor the EEA; (b) each party retains the right to seek
equitable relief to protect any Intellectual
Property Rights, in any court of competent jurisdiction; and
(c) nothing herein precludes you from bringing issues to the attention of feder
or local agencies.
Capitalized terms not defined in this Schedule shall have the meanings given to
them in the main
body of the Agreement to which this Schedule is attached.
If you are a resident of the United States: Unless you and Lux Optics expressly
agree otherwise in writing, the arbitration shall take place in-person (except
that if telephonic or other remote
electronic means are available and permissible, then you may elect to conduct th
e arbitration via such means) in New York City, New York. The arbitration will b
e administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”), b
efore a single arbitrator and in the English language, in accordance with the JAMS
Streamlined Arbitration Rules and Procedures (“JAMS Str
eam- lined Rules”), as modified by this Agreement. The arbitrator must honor the
terms and conditions of this Agreement (including, but not limited to, all liab
ili- ty exclusions and limitations), and shall not make any award or decision t
hat is contrary to, or in excess of, what this Agreement
provides. The Federal Arbitra- tion Act, 9 U.S.C. § 1, et seq. (“FAA”) (and no
t any state law concerning arbi- tration) applies to this agreement to arbitr
ate, and governs all questions of
whether a Dispute is subject to arbitration.
If you are not a resident of the United States: Unless you and Lux Optics ex- pr
essly agree otherwise
in writing, the arbitration shall take place in-person in Tel Aviv-Jaffa, Israel
, except that if telephonic or other remote electronic means are available and p
ermissible, then you may elect to conduct the arbitration via such means. The arb
itration will be administered by the Center of Arbitration and Dispute Reso- luti
on (www.israelcourts.co.il) ("CADR"), before a single arbitrator and in the Engli
sh language, in accordance with its then-current rules and in accordance with the
Israeli Arbitration Law, 5728-1968, as amended, and as modified by this Agreemen
t. The arbitrator
must honor the terms and conditions of this Agreement (including, but not limit-
ed to, all liability exclusions and limitations), and shall not make any award or
decision that is contrary to, or in
excess of, what this Agreement provides.
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ings and conclusions upon which the award is based. Judgment on the arbitra- tion
award may be entered in any court having jurisdiction thereof. In the event any l
itigation should arise between you and Lux Optics in any court in a pro- ceeding
to vacate or enforce an arbitration award, YOU AND Lux Optics HEREBY IRREVOCABLY
WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the proceeding be resolve
d by a judge. The arbitrator may award declaratory or injunctive relief only in
favor of the plaintiff/claimant and only to the extent necessary to provide relief
warranted by the
plaintiff's/claimant’s individual claim.
Regardless of who initiates arbitration for a Dispute, you will always remain re-
sponsible for your costs relating to counsel, experts, witnesses, and travel to
the arbitration. Payment of all filing, administration and arbitrator fees will
be gov- erned by the JAMS or CADR rules (as applicable). If you are an individua
l and have not accessed or used the Services on behalf of an entity, we will rei
mburse those fees for claims where the amount in dispute is less than $10,000 (u
nless the arbitrator determines the claims are frivolous), and we will not seek
attor- neys’ fees and costs in arbitration (unless the arbitrator determines the
claims are frivolous). If Lux Optics initiates an arbitration for a Dispute, Lux
Optics will pay all administrative fees and costs related to the
arbitration, including all professional fees for the arbitrator’s services.
All aspects of the arbitration proceeding, including but not limited to the deci-
sion and award of the arbitrator and compliance therewith, shall be strictly con
- fidential. The parties agree to maintain its confidentiality, unless (and in su
ch cases, only to the extent) otherwise required by applicable law. This paragrap
h shall not prevent a party from submitting to a court any information
necessary to enforce an arbitration award, or to seek equitable relief.
YOU ACKNOWLEDGE AND AGREE THAT, EVEN IF ANYTHING IN THE JAMS STREAMLINED RULES
(OR OTHER JAMS OR CADR RULES, AS APPLICABLE) PERMIT OTHERWISE:
(A) YOU AND Lux Optics ARE HEREBY EACH IRREVOCABLY WAIVING THE RIGHT TO A
TRIAL BY JURY, AS WELL AS THE RIGHT TO PARTICIPATE (FOR EX- AMPLE, AS A CLASS REPRE
SENTATIVE OR CLASS MEMBER) IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER CLASS-WIDE
OR REPRESENTATIVE ACTION OR PROCEEDING, AND THAT YOU
MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY; AND
(B) NO ARBITRATION WILL BE JOINED TO ANY OTHER ARBITRA- TION, AND THE
ARBITRATOR MAY NOT CONSOLIDATE ANY INDIVIDUAL PARTY’S DISPUTE WITH ANY
OTHER PARTY’S DISPUTE.
OPT-OUT: You can choose to reject this agreement to arbitrate (“Opt-out”) by emailing
firstname.lastname@example.org within thirty (30) days after the date you agree to this Agreement
for the first time. The Opt-out email you send to us must state that you do not
agree to this agreement to arbitrate and must include your name, address, phone
number, and email address. Providing an Opt-out no-
tice is the only way you can opt-out of this agreement to arbitrate. If you Opt- out
of this agreement to arbitrate, all other provisions of the Agreement will contin-
ue to apply,
and you will not permitted to invoke this agreement to arbitrate to resolve any Dispute
with Lux Optics.
To the extent any provision of this Schedule C is held by a court of competent jurisdiction
to be illegal, invalid or unenforceable, you and Lux Optics agree that the provisions of
Section 11.7 (Severability) shall apply.
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