Nikon Lenswear hereby grants to You a personal, revocable, limited, non-exclusive, and non-transferable license to use the Tool solely :
– either (i) for your personal use, which does not include activities related to any commercial, entrepreneurial or professional activity ;
– or (ii) if You are an authorized staff of a professional eye care practice (“ECP”) , as support to recommendation of eyeglass lens products ;
provided that You comply with the terms and conditions of this TOU.
Notwithstanding the foregoing, You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Tool in any manner not expressly permitted herein.
By accessing or using the Tool, You represent that You are at age of adulthood with local laws and regulations. In addition, You agree to abide by all applicable laws and regulations governing your use of the Tool including, , all laws and regulation governing the advertising, recommendation and distribution of corrective eyeglass lenses.
This TOU provides only a limited license to access and use the Tool. Accordingly, You expressly acknowledge and agree that Nikon Lenswear transfers no ownership or intellectual property interest or title in and to the Tool to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Tool, unless otherwise indicated, are owned, controlled, and licensed by Nikon Lenswear. Nikon Difference app, the Nikon Difference app logo(s), and all other names, logos, and icons identifying Nikon Difference are proprietary of Nikon Lenswear and any use of such marks, including, without limitation, as domain names, account identifiers, or as search terms, without express written permission is strictly prohibited. Other product and company names or logos mentioned or displayed on or through the Tool may be the property and/or service marks of their respective owners.
You agree not to modify, distribute, disclose or create works wholly or partially based on the Tool. You cannot (nor allow third parties to) sub-license, rent, sell, distribute, circulate, provide, transform, de-codify, break down, disassemble, reverse engineer, create derivative works of, modify or translate the Tool, or in any case reproduce, copy, use or provide the Tool, or parts of it, in any other manner except for that expressly permitted herein or permitted by mandatory law. You acknowledge and accept that the acquisition of any content, data or result through use of the Tool is solely your responsibility and that You are solely responsible for any damage to the system or loss of data caused by using the service, even indirectly. This Tool is not meant to give medical advice and is not intended to replace the recommendation of an optometrist. You are solely liable for the use made of the results and/or data acquired with the Tool. Nikon Lenswear waives any liability in regards to your use of the Tool, the results and/or the data you acquired with the Tool. WE ALSO ENCOURAGE YOU TO OBTAIN PROFESSIONAL/COMPREHENSIVE EYE CARE SERVICES BASED ON EQUIPMENT FROM PROFESSIONAL/COMPREHENSIVE
MEDICAL INSTITUTIONS AND EYE CARE PROFESSIONALS. THE TOOL AND ANY INFORMATION PROVIDED TO YOU BY US AS A RESULT OF YOUR USE OF THE TOOL ARE BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATIONAL BENEFIT AND CONVENIENCE. WE ENCOURAGE YOU TO SHARE ANY INFORMATION GENERATED BY USE OF THE TOOL WITH YOUR TREATING HEALTH CARE PROFESSIONALS.
DISCLAIMER & SEVERABILITY
NIKON LENSWEAR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE TOOL. THE TOOL (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA AND INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. NIKON LENSWEAR DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR USE OF THE TOOL. NIKON LENSWEAR DOES NOT WARRANT THAT THE OPERATION WITH THE TOOL IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. NIKON LENSWEAR MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE TOOL AT ANY TIME, OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE TOOL, INCLUDING USE OF AND/OR RELIANCE ON ANY CONTENT AVAILABLE THROUGH THE TOOL, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK. USERS ARE REQUIRED TO FOLLOW THE USER INSTRUCTIONS.
AVAILABILITY AND CONTINUITY OF SERVICE
You acknowledge and accept that Nikon Lenswear reserves the right, at its own and complete discretion, to temporarily or permanently (i) suspend or eliminate the Tool, and/or (ii) disable any access to the Tool.
BY USING THIS TOOL, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS NIKON LENSWEAR AND ITS PARENT AND AFFILIATES, AND THEIR DIRECTORS, EMPLOYEES AND AGENTS, AGAINST ANY CLAIM, LOSS, DAMAGE, LIABILITY, COST, EXPENSE (INCLUDING LEGAL FEES) ASSERTED BY ANY THIRD PARTY AND ARISING, DIRECTLY AND INDIRECTLY FROM: (I) YOUR USE OF AND ACCESS TO THE TOOL (OR ANY PART THEREOF); (II) ANY POSTED CONTENT; (III) YOUR BREACH OF ANY OF THESE TOU; AND (III) YOUR INFRINGEMENT OF ANY THIRD PARTY RIGHTS, INCLUDING WITHOUT LIMITATION ANY PROPERTY, PRIVACY OR INTELLECTUAL PROPERTY RIGHTS; (IV) YOUR VIOLATION OF ANY APPLICABLE LAW OR REGULATION. THIS INDEMNITY SHALL SURVIVE THE DURATION OF YOUR USE OF THE TOOL.
You acknowledge that any breach, threatened or actual, of this TOU will cause irreparable injury to Nikon Lenswear, such injury would not be quantifiable in monetary damages, and Nikon Lenswear would not have an adequate remedy at law. You therefore agree that Nikon Lenswear shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU.
TERM AND TERMINATION
This TOU will terminate immediately and automatically, upon our notice, if You fail to comply with any Sections. You may also terminate this TOU at any time by ceasing all use of the Tool. Your obligations contained herein will survive the termination of this TOU for any reason.
WAIVER & SEVERABILITY
Failure to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of any subsequent or other default or failure of performance. If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law or court order including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this TOU shall continue in effect.
ARBITRATION AGREEMENT AND CLASS ARBITRATION AND CLASS ACTION WAIVER
Any dispute, claim or controversy among the parties arising out of or relating to these TOU, shall be finally settled by arbitration in Tokyo, in accordance with the Japan International Dispute Resolution Center then in effect and such resolution shall be final and binding upon the parties.
The parties hereto hereby submit to Tokyo Summary Court of Appeals or Tokyo District Court and agree that venue is proper therein (and waive any objection to such venue) for the purpose of compelling arbitration and enforcing any arbitration award entered pursuant hereto.
Without waiving the right to appeal such decision, should any portion of this section be stricken from these TOU or deemed otherwise invalid or unenforceable, then this entire section (other than this sentence) shall be stricken from this agreement and inapplicable, and any and all disputes shall proceed in the district court located in Tokyo, and be decided by a judge, according to applicable court rules and procedures.
This agreement and all rights and obligations of the parties shall be governed by and construed in accordance with the laws of Japan without regard to its conflict of laws provisions, and without prejudice to your rights under other applicable law, which cannot be otherwise excluded.
You are an independent party. No joint venture, partnership, employment, or agency relationship exists between You and Nikon Lenswear as a result of this TOU or your utilization of the Tool.
This TOU and any other agreement or terms or conditions for services, information, or licenses available through the Tool, which are all hereby incorporated by reference as if set forth fully herein, represent the entire agreement between You and Nikon Lenswear with respect to use of the Tool, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and Nikon Lenswear with respect to the Tool.
You may not assign or transfer any rights under this Agreement without the prior written consent of Nikon Lenswear.
Headings are for convenience only.