Terms of Service


Schedule “A”

 

Terms of Service

 

OLIB Enterprises Inc. ("ShowMyGlasses.com") is an online media platform (or service) for optical stores and eyewear wearers and enthusiasts. By entering into an agreement with ShowMyGlasses.com and/or using ShowMyGlasses.com’s products, software, services or web site ("ShowMyGlasses.com services"), you agree to the following terms and conditions, and any policies, guidelines or amendments thereto (collectively, the "Terms"). We may update the Terms in the future, and you will be able to find the most current version of the Terms at ShowMyGlasses.com.

 

1.      YOUR ACCOUNT INFORMATION

 

In order to access certain services, you may be required to provide current, accurate identification and other information as part of the registration process and/or continued use of ShowMyGlasses.com services. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. You agree to immediately notify ShowMyGlasses.com of any unauthorized use of your password or account or any other breach of security. ShowMyGlasses.com cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure.

 

2.      CONTENT AND APPROPRIATE CONDUCT

 

You understand that all information, data, text, photographs, graphics, address, contact information, messages or other materials with respect to your optical store and/or business ("Content") are your sole responsibility. ShowMyGlasses.com reserves the right, but shall have no obligation, to pre-screen, flag, filter, refuse, modify or move any Content available via ShowMyGlasses.com. You specifically and irrevocably authorize ShowMyGlasses.com to disclose to the public all Content which you have provided to us (including, without limitation, your business name, trade name(s), marks, contact information).

 

You agree that you are responsible for your own conduct and any Content that you create, transmit or display while using ShowMyGlasses.com services and for any consequences thereof. You agree to use ShowMyGlasses.com services only for purposes that are legal, proper and in accordance with the Terms. You agree that you will not engage in any activity that interferes with or disrupts ShowMyGlasses.com services or servers or networks connected to ShowMyGlasses.com services. To report any activity or Content that may violate the Terms, please contact us at info@showmyglasses.com or at 1-877-566-0180.

 

3.      SHOWMYGLASSES.COM RESPONSIBILITIES:

 

ShowMyGlasses.com shall:

 

(a)          provide you with an account with login information which will permit you to upload images of your current ophthalmic frames and sunglasses.

 

(b)          When applicable, provide you with access to ShowMyGlasses.com’s catalogue of frames and sunglasses to choose from when uploading your inventory. You acknowledge and agree that you are prohibited from using any material from the ShowMyGlasses.com catalogue for any purpose other than uploading inventory to ShowMyGlasses.com;

 

(c)           When applicable, provide you with an online platform to market your in-stock inventory and images of frames that you have access to order from distributors only as available in the ShowMyGlasses.com database (along with the inventory of other customers). ShowMyGlasses.com will not be obligated to provide catalogues for all brands you carry. ShowMyGlasses.com will make efforts to provide as much in the way of digital catalogues as possible. If ShowMyGlasses.com does not have catalogues for the brands which you carry, you are responsible for uploading those images;

 

(d)          When applicable, provide remote assistance as required to assist you in uploading your current inventory to ShowMyGlasses.com and provide other technical assistance as may be required;

 

(e)          Monitor your account and the accounts of other subscribers to ensure that ShowMyGlasses.com standards and service levels are being upheld by all participants.

 

4.      YOUR RESPONSIBILITIES:

 

You acknowledge and agree as follows:

 

(a)          You are solely responsible for ensuring that all Content and inventory is up to date and accurate in all respects. ShowMyGlasses.com is not responsible for any inaccurate information with respect to your Content, inventory, products or services and you accept complete responsibility for ensuring all information with respect to your Content, location and inventory is up to date and accurate in all respects;

 

(b)          you are only permitted to post images of inventory which you current hold in stock at your premises for immediate sale to the public and images for frames you have access to from distributors and are allowed to order. You are strictly prohibited from uploading and/or posting images of inventory which you do not have on hand at your premises or have access to from distributors for immediate sale to the public;

 

(c)           in order to have access to digital catalogues provided by ShowMyGlases.com (via the applicable distributor / supplier), you acknowledge and agree that you must have an account with such distributor / supplier and be an authorized dealer of such distributor / supplier. You hereby consent to and authorize ShowMyGlasses.com to verify, at any time and from time to time, that you have current accounts with the distributors / suppliers who have provided the digital catalogues to ShowMyGlasses.com which you are utilizing;

 

(d)          all pictures which you upload must meet the standards of ShowMyGlasses.com (which remain in the sole and absolute discretion of ShowMyGlasses.com) and you are strictly prohibited from uploading any inappropriate or illegal pictures or Content, and you are strictly prohibited from uploading any pictures or Content which violate the intellectual property rights of any third party. You acknowledge that ShowMyGlasses.com reserves the right to remove any images or Conent which ShowMyGlasses.com deems to be of substandard quality, offensive or otherwise inappropriate, all in ShowMyGlasses.com’s complete and unfettered discretion;

 

(e)          you must accurately complete all required content sections for inventory as required by ShowMyGlasses.com;

 

(f)            you are responsible for keeping your online inventory up to date at all times. You acknowledge that ShowMyGlasses.com will monitor the frequency of your online inventory updates to ensure that customers are not being misled as to the immediate availability of your inventory. If you no longer carry a brand and/or are unable to sell certain inventory, you are required to update your online inventory at ShowMyGlasses.com within twenty four (24) hours and inform ShowMyGlasses.com of the change;

 

(g)          you agree to respond in a timely and reasonable manner to all inquiries directed to you via ShowMyGlasses.com services;

 

(h)          you agree to comply at all times with the Terms as they may be amended from time to time in the discretion of ShowMyGlasses.com.

 

 

5.      FEES

 

You authorize ShowMyGlasses.com to charge your credit card for all applicable monthly fees in accordance with your agreement with ShowMyGlasses.com. You acknowledge and agree that ShowMyGlasses.com can amend the fee structure of the ShowMyGlasses.com services at any time upon ShowMyGlasses.com providing you at least thirty (30) days advance notice of same.

 

6.      SHOWMYGLASSES.COM PRIVACY POLICY

 

For information about our data protection practices, please see our Privacy Policy at [to be inserted] By using ShowMyGlasses.com services, you acknowledge and agree that ShowMyGlasses.com may access, preserve, and disclose your account information and any Content associated with that account if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce the Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), or (d) protect against imminent harm to the rights, property or safety of ShowMyGlasses.com, its users or the public as required or permitted by law.

 

You understand that the technical processing and transmission of ShowMyGlasses.com services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, devices or services.

 

You also understand and agree that your administrator may have access to your account and its content, and may suspend or terminate your account access and your ability to modify your account.

 

7.      PROPRIETARY RIGHTS

 

ShowMyGlasses.com's Rights

 

You acknowledge and agree that ShowMyGlasses.com services and any necessary software used in connection with ShowMyGlasses.com services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You further acknowledge and agree that content contained in sponsor advertisements or presented to you through ShowMyGlasses.com services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by ShowMyGlasses.com or other proper third party rights holders, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on such content, ShowMyGlasses.com services or Software, in whole or in part except as specifically authorized in a separate written agreement.

 

Subject to the Terms, ShowMyGlasses.com grants you a personal, non-transferable and non-exclusive right and license to use the ShowMyGlasses.com services. Nothing in this Agreement permits you to, and you agree that you will not:

 

(a)          distribute, sell, transfer or otherwise commercially exploit the ShowMyGlasses.com services;

 

(b)           assign, sublicense, lease, distribute or transfer in any way the rights granted to you herein without prior written consent of ShowMyGlasses.com;

 

(c)           use ShowMyGlasses.com services for any use or in any manner other than as set out herein;

 

(d)           modify, alter, decompile, disassemble or reverse engineer the ShowMyGlasses.com services or attempt to reconstruct, identify or discover any source code, underlying items, underlying user interface techniques of the ShowMyGlasses.com services by any means whatsoever.

 

You agree not to access ShowMyGlasses.com services by any means other than through the interface that is provided by ShowMyGlasses.com for use in accessing ShowMyGlasses.com services except as specifically authorized in a separate written agreement.

 

Except as expressly authorized by ShowMyGlasses.com you agree not to use, copy, imitate, or incorporate any trademark, service mark, trade dress, company name, or product name in a way that is likely to cause confusion among consumers. You also agree not to remove, obscure, or alter ShowMyGlasses.com's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the ShowMyGlasses.com services or Software.

 

Your Rights

 

ShowMyGlasses.com claims no ownership or control over any Content submitted, posted or displayed by you on or through ShowMyGlasses.com services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through ShowMyGlasses.com services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content on or through ShowMyGlasses.com services which are intended to be available to the members of the public, you grant ShowMyGlasses.com a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Content on ShowMyGlasses.com services for the purpose of displaying, distributing and promoting ShowMyGlasses.com services. ShowMyGlasses.com reserves the right to syndicate Content submitted, posted or displayed by you on or through ShowMyGlasses.com services and use that Content in connection with any service offered by ShowMyGlasses.com. ShowMyGlasses.com furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion.

 

You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted.

 

8.      GENERAL PRACTICES REGARDING USE

 

You agree that ShowMyGlasses.com has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by ShowMyGlasses.com services. ShowMyGlasses.com provides no representation, warranty or guarantee as any increase if your sales, profitability, revenue or traffic to you and your business by using ShowMyGlasses.com services. You acknowledge that ShowMyGlasses.com provides no guarantees, assurances, representations or warranties on the amount of business or sales you may receive through ShowMyGlasses.com services.

 

 

9.      PERSONAL NON-COMMERCIAL USE

 

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of ShowMyGlasses.com services, use of ShowMyGlasses.com services, or access to ShowMyGlasses.com services except as otherwise expressly provided in the Terms or as specifically authorized in a separate written agreement.

 

10.  MODIFICATIONS TO SERVICE

 

ShowMyGlasses.com reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, ShowMyGlasses.com services (or any part thereof) with or without notice. You agree that ShowMyGlasses.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of ShowMyGlasses.com services.

 

11.  TERMINATION

 

You may discontinue your use of ShowMyGlasses.com services at any time by providing thirty (30) days prior written notice. You agree that ShowMyGlasses.com may at any time and for any reason, including any breach by you of your obligations contained in this agreement or a period of account inactivity, terminate your access to ShowMyGlasses.com services, terminate the Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to ShowMyGlasses.com services, your account or any files or other content contained in your account. Sections 11 (Termination), 14 (Indemnity), 15 (Disclaimer of Warranties), 16 (Limitations of Liability), 17 (Exclusions and Limitations) and 20 (including choice of law, severability and statute of limitations), of the Terms, shall survive expiration or termination.

 

12.  ADVERTISEMENTS

 

Some ShowMyGlasses.com services may be supported by advertising revenue and may display advertisements and promotions on the service. Such advertisements may be targeted to the content of information stored on the ShowMyGlasses.com services, queries made through ShowMyGlasses.com services or other information. The manner, mode and extent of advertising by ShowMyGlasses.com on its services are subject to change. As consideration for your use of ShowMyGlasses.com services, you agree that ShowMyGlasses.com may place such advertising and that ShowMyGlasses.com shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of the presence of such advertisers on ShowMyGlasses.com services or your subsequent dealings with advertisers.

 

13.  LINKS

 

ShowMyGlasses.com services may provide, or third parties may provide, links to other World Wide Web sites or resources. ShowMyGlasses.com may have no control over such sites and resources and you acknowledge and agree that ShowMyGlasses.com is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that ShowMyGlasses.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

 

14.  INDEMNITY

 

You agree to hold harmless and indemnify ShowMyGlasses.com, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively "ShowMyGlasses.com and Partners") from and against any third party claim arising from or in any way related to your use of ShowMyGlasses.com services or your Content, violation of the Terms or any other actions connected with use of ShowMyGlasses.com services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and legal fees, of every kind and nature. In such a case, ShowMyGlasses.com will provide you with written notice of such claim, suit or action.

 

15.  DISCLAIMER OF WARRANTIES

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

 

(a)          YOUR USE OF SHOWMYGLASSES.COM SERVICES IS AT YOUR SOLE RISK.

 

SHOWMYGLASSES.COM SERVICES ARE PROVIDED ON AN "AS IS" AND

 

"AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY

 

LAW, SHOWMYGLASSES.COM AND PARTNERS EXPRESSLY DISCLAIM


 

ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS

 

OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED

 

WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A

 

PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

(b)          SHOWMYGLASSES.COM AND PARTNERS DO NOT WARRANT THAT (i)

 

SHOWMYGLASSES.COM SERVICES WILL MEET YOUR REQUIREMENTS, (ii) SHOWMYGLASSES.COM SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE

 

OBTAINED FROM THE USE OF SHOWMYGLASSES.COM SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS,

 

SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR

 

OBTAINED BY YOU OR CUSTOMERS THROUGH SHOWMYGLASSES.COM

 

SERVICES WILL MEET YOUR EXPECTATIONS, FORECASTS OR

 

PROJECTIONS, AND (V) ANY ERRORS IN THE SHOWMYGLASSES.COM

 

SERVICES WILL BE CORRECTED.

 

(c)           ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH

 

THE USE OF SHOWMYGLASSES.COM SERVICES IS DONE AT YOUR OWN

 

DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE

 

FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR

 

LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH

 

MATERIAL.

 

(d)          NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,

 

OBTAINED BY YOU FROM SHOWMYGLASSES.COM OR THROUGH OR

 

FROM SHOWMYGLASSES.COM SERVICES SHALL CREATE ANY

 

WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

 

16.  LIMITATION OF LIABILITY

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHOWMYGLASSES.COM AND

 

PARTNERS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT,

 

INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING

 

BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA

 

OR OTHER INTANGIBLE LOSSES (EVEN IF SHOWMYGLASSES.COM OR PARTNERS

 

HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE SHOWMYGLASSES.COM SERVICES;

 

(ii)  THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES

 

RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED

 

OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM SHOWMYGLASSES.COM SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv)

 

STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SHOWMYGLASSES.COM SERVICES; OR (v) ANY OTHER MATTER RELATING TO SHOWMYGLASSES.COM

 

SERVICES. IN ANY EVENT, THE TOTAL LIABILITY OF SHOWMYGLASSES.COM FOR

 

ALL DAMAGES WHATSOEVER SHALL NOT EXCEED THE SUM OF FIVE HUNDRED

 

DOLLARS ($500.00). YOU AGREE THAT THESE LIMIATIONS ARE REASONABLE AND

 

AGREEABLE IN SCOPE.

 

17.  EXCLUSIONS AND LIMITATIONS

 

NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY

 

CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY

 

EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION

 

OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION

 

OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF

 

CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL

 

DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 15 AND

 

16 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR

 

LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

18.  NO THIRD PARTY BENEFICIARIES

 

You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to the Terms.

 

19.  NOTICE

 

You agree that ShowMyGlasses.com may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on ShowMyGlasses.com services.

 

20.  GENERAL INFORMATION

 

Entire Agreement. The Terms (including any policies, guidelines or amendments that may be presented to your from time to time such as Program Policies and Legal Notices) constitute the entire agreement between you and ShowMyGlasses.com and govern your use of ShowMyGlasses.com services, superseding any prior agreements between you and ShowMyGlasses.com for the use of ShowMyGlasses.com services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other ShowMyGlasses.com services, affiliate services, third-party content or third-party software.

 

Choice of Law and Forum. The Terms and the relationship between you and ShowMyGlasses.com shall be governed by the laws of the Province of Ontario without regard to its conflict of law provisions. You and ShowMyGlasses.com agree to submit to the personal and exclusive jurisdiction of the courts located within Simcoe County, Ontario.

 

Waiver and Severability of Terms. The failure of ShowMyGlasses.com to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms 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 remain in full force and effect.

 

Statute of Limitations. 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 ShowMyGlasses.com services or the Terms must be filed within six (6) months after such claim or cause of action arose or be forever barred.

 

 

The section headings in the Terms are for convenience only and have no legal or contractual effect.