SALitOnline Digital Assets Sharing Program License Agreement

You must agree to the terms and conditions set forth in this agreement before using or accessing the digital files included in this section of the www.SALitOnline.com website.

SALitOnline Digital Assets Sharing Program License Agreement (the “Agreement”) is a contract between the eye care practice (“You”) and Essilor Labs of America, Inc. DBA Signet Armorlite, based on the license agreement between Kodak (“Kodak”) and Essilor Labs of America, Inc. This agreement provides the terms of use of KODAK Lens digital assets, including but not limited to advertisements, social media posts, and web banners (collectively, the “Digital Assets”) provided by Signet Armorlite for your marketing efforts/business use pursuant to the SALitOnline Digital Assets Sharing Program (“SALitOnline Program”).

The SALitOnline Program is a program whereby Signet Armorlite will provide access to Kodak-branded Digital Assets for download and use by independent eyecare professionals.

This Agreement will apply to all Digital assets available in this section of the website including any future downloads or added materials. If you do not agree to the terms of this Agreement or abide by the terms of use specified, you will not have permission to download and use the Digital Assets. Failure to comply with the terms of use set forth in this Agreement may result in Your financial liability for unauthorized use of the Digital Assets.

By signing this Agreement, or by accessing, downloading, or otherwise using the Digital Assets, You acknowledge and agree to be bound by the terms of this Agreement and any Signet Armorlite Directions. Your continued acceptance and compliance with this Agreement and Signet Armorlite Directions is a condition precedent to Your right to use and/or access the Digital Assets.

1. YOUR LICENSE FROM SIGNET ARMORLITE

   Subject to Your strict compliance with the terms and conditions of this Agreement, Signet Armorlite grants to You a limited, nonexclusive, non-sublicensable, non-transferable, revocable license, as follows:

   
   

   1. to use the Digital Assets solely for purposes related to marketing Your eye care practice and for Your internal business operations in the course of business, consistent with the use limitations specified or referenced in this Agreement or any Signet Armorlite Directions. You may only modify or edit the Digital Assets following the KODAK Lens branding requirements (pursuant to Section 3, paragraph A) as defined by Signet Armorlite. You may not use the Digital Asset, sell, or otherwise permit any third person or party to access or use the Digital Assets, other than as expressly permitted under this Agreement;

   2. to allow third party representatives of Your eye care practice to use the Digital Assets solely for the benefit of marketing and dispensing Kodak-branded products within your establishment and subject to the limitations set forth in this Agreement and in particular in numbered paragraph 1, above, in support of Your authorized use of the Digital Assets, so long as such use is in accordance with the terms of this Agreement and the Signet Armorlite Directions. You hereby agree to indemnify, defend, and hold Signet Armorlite harmless for all acts and omissions of each third-party representative.

      
      

2. ACCEPTING THE TERMS

   This Agreement must be accepted by an authorized representative of the eye care practice identified below who must: (i) be an owner, officer or director of the practice, or authorized marketing agency or staff member for said eye care practice (ii) review and agree to abide by this Agreement, (iii) provide his or her name, title, email address, business phone number and complete eye care practice name and address, and (iv) click the "I Accept" button at the conclusion of the Agreement.

   
   

3. YOUR RESPONSIBILITIES FOR DOWNLOAD AND USE OF DIGITAL ASSETS

   1. Digital Assets may only be modified or edited if so indicated and only by following the KODAK Lens branding requirements as follows:

      
      

      1. KODAK Lens product logos may not be modified in any way

      2. The selected KODAK Lens product logo should appear a maximum of once per visible face, it should appear on a solid color background with appropriate ‘clear space’ of the height of the ‘K’ all around the logo

      3. All trademarks, logos and trade dress are to be displayed exactly as downloaded.

      4. The color red should be minimized for maximum logo recognition.

      5. The following statements must appear on all eye care professional’s branded materials:

         1. “We Recommend KODAK Lens”

         2. “The Kodak trademark and trade dress are used under license from Kodak ©2021 ELOA.” Or substituted with the minimum statement of: “Licensed TM: Kodak”

   2. All modified Digital Assets must be submitted to marketingliterature@signetarmorlite.com for a written approval (email request is an acceptable written request) prior to public marketing efforts/ business pursuant. Allow 5 business days for approval, communication of changes needed or denial. In the event such material requires additional approval from the Kodak Company, the submitter will be notified, and the turnaround time will be 2-3 weeks.

      
      

   3. You will be responsible for compliance with this Agreement by any of Your employees or representatives and agree to use commercially reasonable efforts to prevent unauthorized access to or use of Digital Assets. You will promptly contact Signet Armorlite if you receive or otherwise become aware of any complaints regarding your use of the Digital Assets or any possible third-party infringement of Signet Armorlite intellectual property rights arising out of, or relating to, the Digital Assets.

      
      

   4. You will not broadcast, sell, copy, use or distribute the Digital Assets except as expressly permitted in this Agreement. You will not permit or authorize any third party to, sublicense, rent, copy, modify, create derivative works of, translate, reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any portion of the Digital Assets. In no event will You use the Digital Assets for your product development or any other commercial purpose other than the marketing and dispensing of approved KODAK Lens products developed by Signet Armorlite.

      
      

   5. You will delete and cease any and all use of any Digital Assets within two (2) business days of any written request (email request is acceptable written request) from Signet Armorlite to do so.

      
      

   6. You agree that You shall be solely responsible for any costs, damages, fees, or other liability resulting from Your continued use of any Digital Assets after termination of this Agreement by Signet Armorlite (pursuant to Section 7 of this Agreement) or after the expiration date for use of such Digital Assets as set forth on the Website or in Signet Armorlite Directions.

      
      

4. PROPRIETARY RIGHTS AND LICENSES

   Subject to the limited rights expressly granted hereunder, Signet Armorlite reserves all right, title, and interest in and to the Digital Assets, including all intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

   
   

5. REPRESENTATIONS AND DISCLAIMERS

   1. Each party represents that it has full right, power, and authority to enter into this Agreement and to perform all its obligations hereunder.

      
      

   2. Disclaimers.

      1. ALL DIGITAL ASSETS PROVIDED BY Signet Armorlite ARE PROVIDED "AS IS." Signet Armorlite HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. YOU: (1) ASSUME THE ENTIRE RISK AS TO THE SUITABILITY, USE, RESULTS OF USE, PERFORMANCE, COMPLETENESS AND PERFORMANCE OF THE DIGITAL ASSETS; AND (2) WAIVE ANY CLAIM OF DETRIMENTAL RELIANCE UPON THE DIGITAL ASSETS.

         
         

6. LIMITATION OF LIABILITY

   IN NO EVENT WILL Signet Armorlite NOR ANY OF ITS REPRESENTATIVES BE LIABLE OR HAVE ANY RESPONSIBILITY, TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR DIMINUTION IN VALUE, LOST PROFITS OR LOST BUSINESS OPPORTUNITY, ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT, THE PERFORMANCE OR BREACH OF THIS AGREEMENT, THE DIGITAL ASSETS AND/OR THE USE THEREOF, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT Signet Armorlite WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Signet Armorlite AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE PERFORMANCE OR BREACH OF THIS AGREEMENT, THE DIGITAL ASSETS AND/OR THE USE THEREOF, EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

   THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF A PARTY’S REMEDIES UNDER THIS AGREEMENT FAILS THEIR ESSENTIAL PURPOSE.

7. TERM AND TERMINATION

   This Agreement shall apply as long as you continue to use any Digital Assets or have access to any Digital Assets unless Signet Armorlite terminates the Agreement by giving You written notice of termination. In the event of termination by Signet Armorlite, You agree to discontinue any and all use of any Digital Assets within two (2) business days. You agree that You shall be solely responsible for any costs, damages, fees, or other liability resulting from Your continued use of any Digital Assets after termination or after the expiration date for use of such Digital Assets as set forth on the Website or in Signet Armorlite’s Directions.

   
   

8. 8. GENERAL PROVISIONS

   1. Giving Notice. All Signet Armorlite Directions notices shall be in writing (email shall constitute an acceptable writing and shall be deemed given on the send date) to You at the address or email address provided in connection with accepting this Agreement.

      
      

   2. Governing Law and Jurisdiction. This Agreement, and all disputes arising out of or related thereto, shall be governed by, and construed under the laws of the State of California without reference to conflict of laws principles, and any disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in San Diego, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

      
      

   3. Surviving Provisions. Any portions which by their nature should survive the expiration or termination of this Agreement shall so such termination or expiration of this Agreement.

      
      

   4. Assignment. You shall not assign this Agreement or any rights or obligations hereunder, directly, or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without Signet Armorlite prior written consent. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

      
      

   5. Relationship of the Parties. The parties hereto are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

      
      

   6. Modification. This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.