Terms of Service

The following are the terms and conditions for use of the 9Lenses LLC (“9Lenses”) services (the “Service”) and the 9Lenses website, and its respective content together with the services available from the website (the “Site”). Collectively, the Service and the Site are referred to as the “Services”. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICES, YOU AGREE THAT YOU (EITHER AN INDIVIDUAL OR A LEGAL ENTITY THAT YOU REPRESENT AS AN AUTHORIZED EMPLOYEE OR AGENT) (“YOU”) ARE ELIGIBLE FOR AN ACCOUNT AND YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF SERVICE (THE “TERMS OF SERVICE”). IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, THEN YOU MAY NOT ACCESS THE SERVICES, OR ANY PART THEREOF. 9LENSES’ PROVISION OF THE SERVICES ARE EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, TO THE EXCLUSION OF ALL OTHER TERMS, INCLUDING, WITHOUT LIMITATION, TERMS ON ANY PURCHASE ORDER; IF THESE TERMS OF SERVICE ARE CONSIDERED AN OFFER BY 9LENSES, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

9Lenses may revise these Terms of Service from time to time, including any of the policies which may be applicable to the use of the Services by posting such revisions at www.9Lenses.com/terms or any such other URL that 9Lenses may provide and we may send registered users an email notice of the change. By continuing to use the Services after 9Lenses has posted updates to the These Terms of Service, You agree to the revisions and agree to be bound by them.

9Lenses may offer new Services at a later date and such new Services will be subject to these Terms of Service. By continuing to use these Services after the introduction of new Services, You agree to be bound by these Terms of Service with respect to the new Services.

SUBSCRIPTIONS

9Lenses will make the Services available to You at the paid subscription level (“Subscription”) that You select on the Site or as set forth in and executed Cover Sheet for the number of users set forth therein.

1. Fees. Applicable subscription fees for 9Lenses Services are (i) payable in U.S. Dollars and (ii) based on Services purchased and not on actual usage. The applicable pricing and Subscription fees are set forth in a separate executed cover sheet or agreement between You and 9Lenses.

2. Invoicing and Payment. Subscription fees are billed in advance for the initial one (1) year Subscription period and for each renewal one (1) year Subscription period. If You provide credit card information, You authorize 9Lenses to charge such credit card for all Services selected by You via the Site, or as set forth in a signed Master Subscription Agreement with 9Lenses (“MSA”), including for the initial Subscription period and any renewal Subscription periods at the then current Subscription rates. You authorize 9Lenses to charge Your credit card on an annual basis on the same date (Month/Day) of each year. By using the Service, You consent to receiving electronic communications from 9Lenses. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Service. These electronic communications are part of Your relationship with 9Lenses and You receive them as part of Your Subscription to the Service. You agree that any notices, agreements, disclosures or other communications that we send You electronically will satisfy any legal communication requirements, including that such communications be in writing.

3. Service Subscription periods that You purchase commence on the start date specified in the applicable Cover Sheet (if You have signed a MSA) or for the period that You select to purchase on the Site and continue for the one (1) year Subscription period . 9Lenses does not prorate for partial periods. All Subscriptions shall automatically renew at the then current Subscription rates for additional periods equal to the expiring Subscription period of one (1) year.

4. Upgrades. If You choose to upgrade Your Subscription plan, Your credit card will be charged or You will be invoiced, as applicable, the difference between Your previous rate and Your new rate for the remainder of Your Subscription period. On Your next regular billing date Your credit card will be charged or You will be invoiced, as applicable, the new rate for Your new Subscription plan and any prorated fees due from the time of the upgrade.

5. Past Due Charges. If any payments or credit card charges are not received from You by the due date, then at 9Lenses’ discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) 9Lenses may condition future Subscription renewals and MSA purchases on shorter or alternate payment terms. In the event of a payment default under these Terms of Service You shall reimburse 9Lenses for all collection costs including reasonable attorney’s fees incurred in connection with collecting any payments, together with costs in addition to the amount due.

6. Suspension of Service. If any amount owing by You under this or any MSA for 9Lenses Services is thirty (30) or more days past due (or one (1) day past due in the case of amounts You have authorized 9Lenses to charge to Your credit card), 9Lenses may, without limiting other rights and remedies, accelerate Your unpaid fee obligations under any such agreements so that all outstanding obligations become immediately due and payable, and suspend Services to You until such amounts are paid in full. All of Your saved data and/or Submissions may be immediately deleted from the Service upon suspension, and this information may not be recoverable once Your account is suspended.

7. Taxes. Unless otherwise stated, fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with its purchases hereunder. If 9Lenses has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide 9Lenses with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, 9Lenses is solely responsible for taxes assessable against it based on its income, property and employees.

8. Changes to Subscription Fees. Except as provided in a separate executed agreement between You and 9Lenses, 9Lenses may change the prices of any or all Subscription plans upon thirty (30) days notice to You. Except as provided in a separate executed agreement between You and 9Lenses, such notice may be provided at any time by posting the changes to (www.9Lenses.com/plans). 9Lenses will not be liable to You or to any third party for any modifications, price changes, or suspension or discontinuation of the Services.

ACCOUNT, PASSWORD, AND SECURITY

To register for the Service, You must complete the registration process by providing 9Lenses with current, complete and accurate information including Your e-mail address (username) and password and payment information. You are solely responsible for the protection of Your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your account. You agree to notify 9Lenses immediately upon learning of any unauthorized use of Your account or any other breach of security. From time to time, 9Lenses support staff may log in to the Service under Your account in order to maintain or improve service, including to provide You with technical assistance. You hereby acknowledge and consent to such access.

CANCELLATION

You may cancel Your Subscription at any time by sending us written notice of Your desire to close Your account. You are solely responsible for properly canceling Your account, and an email or phone request to cancel Your account will not be considered effective or proper for cancellation. 9Lenses will cancel Your account upon receipt of Your written notice of account closure. All of Your saved data and/or Submissions may be immediately deleted from the Service upon cancellation, and this information may not be recoverable once Your account is canceled. If You cancel Your account before the end of Your Subscription period of one (1) year but have not paid all of the applicable fees for the Subscription period, You agree to pay for any unpaid Subscription fees remaining in the current Subscription period and there will be no refunds of any prepaid fees, regardless of Your Subscription cancellation.

USAGE RESTRICTIONS

“Content” includes, without limitation, any information or data, text, software, scripts, graphics, photos, and interactive features provided by 9Lenses or its partners through the Services, excluding Submissions (as defined below). The Services and any Content made available on or through the Services is provided only for (a) Your own personal use or (b) Your internal business use. For the avoidance of doubt, if You have purchased a Subscription to the Services, You and shall not use any automated data mining tools or techniques on or in connection with the Services or reformulate any copies of the Content for use in commercial products or services or for general resale or distribution. You will not make the Service available for time sharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in Your use of and access to the Service and Content. You agree not to use the Services for any purpose that is unlawful or prohibited by these Terms of Service. You agree to abide by all applicable local, state, national and international laws and regulations. You shall not use any robot, spider, scraper or other automated means to access the Services for any purpose. Additionally, You will not:(i) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Site; or (ii) bypass any measures 9Lenses uses to prevent or restrict access to the Services.

SUBMISSIONS

“Submissions” are Your postings, materials, content and other information or data that You submit, post to or transmit through the Services. You also agree not to either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Submissions (including, without limitation, text, communications, software, images, sounds, data or other information) using any communications service or other service available on or through the Services, that (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, obscene, offensive, profane or which otherwise violates the Terms of Service; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (iv) imposes an unreasonable or disproportionately (in the sole judgment of 9Lenses) large load on 9Lenses’ computing, storage or communications infrastructure, or attempts to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or otherwise; (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of 9Lenses or any third party; or (vi) impersonates any person or entity, including any employee or representative of 9Lenses. You grant to 9Lenses, its affiliates and their assignees the non-exclusive, royalty-free right to use and reproduce such Submissions for the purpose of providing the Service to You and authorized users under Your Subscription account, to improve the Services and the Content, to analyze and provide structured improvements and offerings, and the ability to normalize the data to provide value in trends of all 9Lenses data. Submissions can be anonymously aggregated in accordance with the 9Lenses Privacy Policy and syndicated to create benchmarking and improved analysis to be shared at the sole discretion of 9Lenses.

CONTENT

Unless otherwise expressly noted on the Service, 9Lenses reserves all rights, title and interest in and to the Services and the Content, including all related intellectual property rights. You agree that the Services contains Content specifically provided by 9Lenses or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly permitted in these Terms of Service, You will not nor will You allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Service or Content; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Service; (iv) remove any proprietary notices or labels placed by the Service; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service.

9Lenses may remove any Content and/or Submissions at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content and/or Submissions), or for no reason at all.

The Services may permit You to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under 9Lenses’ control, and You acknowledge that 9Lenses is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by 9Lenses or any association with its operators. Any dealings that You have with third parties, merchants or advertisers found on the Site are between You and the third party, merchant or advertiser and You acknowledge and agree that 9Lenses is not liable for any loss or claim You may have against a third party, merchant or advertiser. In no event shall 9Lenses be liable to anyone for any damage arising from or caused, directly or indirectly, by the creation or use of a third party’s web site, or the information or material accessed through such web sites. You further acknowledge and agree that 9Lenses 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 the use of or reliance on any such Content, goods or services available on or through any such website or resource.

FEEDBACK

Any reports, and any other materials, information, ideas, concepts, feedback and know-how provided by You to 9Lenses concerning the Service (“Evaluations”) will be the property of 9Lenses. You agree to assign, and hereby assign, all right, title and interest worldwide in the Evaluations, and the related intellectual property rights, to 9Lenses and agree to assist 9Lenses, at 9Lenses’ expense, in perfecting and enforcing such rights.

PROVISION OF SERVICES

9Lenses may terminate Your access to all or any part of the Services at any time, if You breach any of these Terms of Service, effective immediately.

9Lenses will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:(a) planned downtime, maintenance activities and efforts to maintain session control, or (b) any unavailability caused by circumstances beyond 9Lenses’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving 9Lenses employees), or Internet service provider failures or delays.

9Lenses or its suppliers may, at any time, without notice or liability, restrict the use of the Services, suspend the Services or limit the availability in order to perform maintenance activities and to maintain session control or to protect injury to person or property or to enforce these Terms of Service.

9Lenses automatically measures and monitors network performance. 9Lenses does not share information collected for the purpose of network or computer performance monitoring or for providing customized technical support outside of 9Lenses or its authorized vendors, contractors and agents.

PRIVACY

9Lenses’ current Site Privacy Policy is available at 9Lenses.com/privacy and is incorporated by this reference. Your use of the Services is subject to the terms of the Privacy Policy.

WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

THE USE OF THE SERVICES IS AT YOUR OWN RISK, AND YOU ACKNOWLEDGE AND AGREE THAT THE SITE, CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THESE TERMS OF SERVICE, 9LENSES, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENT, SUBSIDIARIES, AGENTS, AFFILIATES, AND THIRD PARTY LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR THE SITE, CONTENT, AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

a) 9LENSES DOES NOT WARRANT THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE, AND (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

b) 9LENSES WILL NOT BE LIABLE FOR LOSS OF YOUR DATA OR SUBMISSIONS.

LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL 9LENSES (OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENT, SUBSIDIARIES, AGENTS OR AFFILIATES) OR ITS THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE, OR LOSS OF DATA, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY, EVEN IF 9LENSES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.

WITHOUT LIMITING THE FOREGOING, THE CUMULATIVE LIABILITY OF 9LENSES FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OF SERVCE, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE AMOUNT PAID BY YOU TO 9LENSES FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE REMEDIES EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE ARE YOUR SOLE AND EXCLUSIVE REMEDIES. YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (SUCH AS CONSUMER LAWS), WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.

INDEMNIFICATION.

You agree to defend, indemnify and hold harmless 9Lenses from and against all liabilities, costs and expenses, including reasonable attorney’s fees, related to or arising from:(a) any violation of applicable laws, regulations or these Terms of Service by You; (b) the use of the Services by You; (c) negligent acts, errors, or omissions by You; (d) injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with these Terms of Service, except to the extent that such liabilities arise from the active negligence or willful misconduct of 9Lenses; or (e) third party claims for infringement of any intellectual property rights arising from Your Submissions or Your use of the Services or Site.

MISCELLANEOUS

All obligations of the parties under these Terms of Service, which, by their nature, would continue beyond the termination, cancellation or expiration of these Terms of Service shall survive such termination, cancellation or expiration.

You shall not to assign or otherwise transfer, these Terms of Service in whole or in part, and any attempt to do so shall be void. 9Lenses may assign all or any part of these Terms of Service without notice and You agree to make all subsequent payments as directed. Assignment includes a merger or change of control.

You and 9Lenses agree that Your use of the Services and these Terms of Service will be governed by the substantive laws of the Commonwealth of Virginia without reference to its principles of conflicts of laws.The parties agree that the Uniform Computer Information Transactions Act (UCITA) is hereby excluded from application to these Terms.YOU AND 9LENSES CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN A COURT LOCATED IN Fairfax County, VIRGINIA FOR ANY SUITS OR CAUSES OF ACTION CONNECTED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SUBJECT MATTER OF THESE TERMS OF SERVICE OR TO THE SERVICE. Except as otherwise required by law, including Virginia laws relating to consumer transactions, any cause of action or claim You may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

9Lenses’ failure at any time to insist upon strict compliance with any of the provisions of these Terms of Service in any instance shall not be construed to be a waiver of such terms in the future. If any provision of these Terms of Service is determined to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties. 9Lenses makes no representation that the Service is appropriate or available for use in locations outside of the United States of America, and accessing the Service is prohibited from territories where such Service is illegal. If You access the Service from other locations, You do so at Your own initiative and are responsible for compliance with local laws.

These Terms of Service, including the Privacy Policy and all other policies posted on the Site, which are fully incorporated into these Terms of Service by reference, constitutes the entire agreement between You and 9Lenses with respect to the subject matter hereto and supersedes any and all prior or contemporaneous agreements whether written or oral. Notwithstanding the foregoing, if You have entered into a MSA with 9Lenses and there is any inconsistency between the terms of the MSA and the terms of these Terms of Service, the terms in such MSA control Your use of the Service instead of the terms of these Terms of Service. Any changes by You to these Terms of Service without 9Lenses’ written consent are void.

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