Terms of Service

FRAMESLIBRARY TERMS AND CONDITIONS

By clicking on the "Register" button (or any similar button) that is presented to you at the time of sign-up, by using or accessing the Services (as defined below), or by otherwise indicating your acceptance of this Agreement, you agree to be bound by this Agreement. PlanetVA bv ("Licensor") may modify this Agreement from time to time, subject to the terms of changes to this agreement.

This Agreement governs the use of Licensor’s cloud-based solutions that are provided as part of a subscription or require a FramesLibrary account, along with any software made available by Licensor in connection with such services, including software development kits and FramesLibrary’s application programming interfaces (“APIs”) made available in connection with such cloud-based solutions (collectively, the “Services”).

This Agreement, which includes the data license and limited warranty, is an agreement between the person or entity that has registered or paid the applicable subscription or license fee (individually or collectively, “Licensee”) and Licensor. Licensor has developed a database of eyewear ("Database") that it markets to the optical industry in various productized forms, including without limitation, the virtual try-on vmLIVE, FramesLibrary, and all other associated databases derived from the Database. Licensee wishes to use the FramesLibrary Database in Licensee’s practice or operations; and in exchange for Licensee’s registration or payment of a subscription fee (the “License Fee”), Licensor is willing to provide Licensee with access to the Database through one of the productized forms, whichever applies, for Licensee to use on the following terms and conditions:

  1. Grant of License.

    In consideration of Licensee’s payment in full of the License Fee, however paid, Licensor hereby grants to Licensee a non-exclusive and revocable license (the “License”) to (a) access the Database, however delivered, from a computer or data device in a single store, facility or other physical location (each, a “Location”), unless Licensee has executed a separate supplemental agreement that permits Licensee to do so from more than one Location (a “Multiple-Location Agreement”), in which case, Licensee may access the Database from any computer in each of the locations where Licensee is authorized to use the Database under its Multiple-Location Agreement (each, an “Authorized Location”); and (b) display the Data on computers at all Authorized Locations, all on condition that (i) Licensee comply with the restrictions and conditions stated in Section 2 through 5 of this Agreement and (ii) if Licensee uses the Database in more than one location but has not yet signed a Multiple-Location Agreement, Licensee sign a Multiple-Location Agreement.

  2. Multiple-Location Practices.

    FramesLibrary licenses are scaled to the size of the Licensee business; this is determined by number of physical locations or addresses that have an optical dispensary or laboratory on site. Practices with more than one location are required to obtain licensing that reflects the number of physical locations included in the entirety of the business. Failure to obtain an appropriate license will result in termination of service.

  3. Restrictions on Use of Database

    • Unless Licensee has a Multiple-Location Agreement, Licensee shall not:
      • View or access the Database in any way on computers in more than one Location.
      • Transfer the Database from one Location to another Location.
      • Copy any of the Database to a shared hard drive, a networked server or to any shared media storage device that would enable the transmission of the Database to another Location.
      • Transmit or transfer the Database over a network of any kind to another Location.
      • Use the Database to support a third party’s multiple locations, including, but not limited to, managing a third party’s frame inventory and claims processing.
    • Authorized business types. FramesLibrary products are intended for use by eyewear dispensers in traditional retail dispensary settings only. Usage by other professionals, including but not limited to frame and managed care companies, is prohibited without prior authorization and may result in cancelation of service.
    • Under no circumstances shall Licensee:
      • Attempt to translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Database; Engage in or assist in the reproduction or use of the Database, in part or in whole, as part of any Internet site, Intranet, exchange or other Internet portal unless Licensee subscribes to FramesLibrary or has a data license that specifically allows such usage;
      • Extract any data, or any images that are included in the Database, and reproduce, display or distribute such data or images separately from the Database at its source;
      • Create, directly or indirectly, any interface that permits reproduction or display of the Database (in whole or in part) in any view program without Licensor’s express prior written consent, unless Licensee subscribes to FramesLibrary;
      • Transfer, assign, rent, lease, sell or in any way make available or otherwise dispose of, the Data to any other party without Licensor’s express written permission, which Licensor may withhold in its sole discretion. Licensor will not grant such consent from any party that has not agreed in writing to be bound by the terms and conditions of this Agreement.

  4. FramesLibrary.

    If Licensee subscribes to FramesLibrary and uses the FramesLibrary Wishlist feature, Licensee shall post and comply with a customized consumer-facing privacy policy that discloses to all users of that site, in compliance with all applicable laws and regulations, (a) what personally identifying information (“PII”) is collected when they use the site, (b) where and for how long that PII is stored, (c) how that PII is used, and (d) with whom that PII is shared (a “Privacy Policy”). The failure of any Licensee who subscribes to FramesLibrary and uses the FramesLibrary Wishlist feature to post a privacy policy that meets these requirements shall be a material breach of this Agreement and shall entitle PlanetVA to terminate the FramesLibrary Wishlist feature immediately without notice to Licensee.

  5. Display of brands online.

    If using FramesLibrary to populate a product catalog-style website, Licensee agrees to display only brands for which Licensee holds an active account or is otherwise authorized to do so. If found to be displaying frames without an account or authorization to do so, PlanetVA may require licensee to remove such frames. Non-compliance will result in immediate cancelation of license.

  6. Ownership.

    Licensee acknowledges that Licensor owns all right and title in the Database and that Licensee has only a license to view the data as provided herein for as long as the Agreement remains in full force and effect.

  7. Term.

    This Agreement and the License granted herein shall be effective

    • if Licensee is first accessing the data through FramesLibrary, as soon as Licensee accesses the data, and
    • if Licensee is accessing the Database in connection with a PMS (practice management system), upon the commencement of Licensee’s subscription, in each case until the expiration date of Licensee’s subscription to the Data, unless this Agreement is terminated before that as provided in Section 8 below.

  8. Termination.

    Licensor shall have the right to terminate this Agreement immediately if Licensee breaches any provisions of Sections 2 of this Agreement and on 30 (thirty) days’ written notice if Licensee breaches any other provision and fails to cure such breach within 30 (thirty) days.

  9. Consequences of Termination or Expiration.

    Upon termination or expiration, Licensee immediately shall remove completely all copies of the Database from all computers in the Licensee’s possession or control and a principal or officer of Licensee shall certify to Licensor in writing that Licensee has done so. Termination or expiration of this Agreement will result in the termination of Licensee’s access to the Database through any and all delivery channels, including, without limitation, FramesLibrary online. If, however, Licensee’s subscription to the Database through this particular delivery method expires, Licensee may retain the right to access the Database through other delivery methods if Licensee has paid a License Fee to access the Database through such other methods.

  10. Audit.

    Licensor may conduct an audit, on reasonable written notice, during regular business hours, twice per calendar year, at Licensor’s expense, to ensure Licensee’s compliance with the terms of this Agreement. If Licensor discovers any copies of the Database anywhere other than the authorized Locations in which Licensee is permitted to use the Database, then, with respect to each unauthorized copy, Licensee shall pay, and Licensee hereby acknowledges that Licensee shall owe to Licensor, the full annual License Fee according to Licensor’s then- current rate card. Licensor hereby waives any right to challenge an “account stated” claim by Licensor in such circumstances.

  11. Limited Warranty.

    Disclaimer of Further Warranties

    • LICENSOR MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALTHOUGH LICENSOR MAKES EVERY EFFORT TO SAFEGUARD THE ACCURACY AND CURRENCY OF THE DATA THAT IT COMPILES, LICENSOR IS NOT AND CANNOT BE HELD RESPONSIBLE FOR INACCURACIES OR TYPOGRAPHICAL ERRORS, WHETHER MADE OR CAUSED BY LICENSOR’S SOURCES OR BY LICENSOR ITSELF. THE DATA IS LICENSED “AS IS.” NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE ABOVE- STATED WARRANTY, AND LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
    • THE LIMITED WARRANTY SET FORTH ABOVE GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

  12. Limitation on Liability

    • NEITHER LICENSOR NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE DATA OR ANY DISC ON WHICH LICENSEE MAY BE RECEIVING THE DATA SHALL BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE DATA OR SUCH PRODUCT EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
    • IN THE EVENT THAT ANY OF THE ABOVE LIMITATIONS IS HELD UNENFORCEABLE, LICENSOR’S LIABILITY FOR ANY DAMAGE TO LICENSEE OR ANY PARTY SHALL NOT EXCEED THE ANNUAL LICENSE FEE PAID BY LICENSEE, REGARDLESS OF THE FORM OF ANY CLAIM.

  13. Governing Law.

    This entire Agreement, including the limited warranty, is governed by the laws of Belgium.