These terms of service (the “terms of service” or “agreement”) govern the use of the mobile and internet-based services, business tools offered by glassesandframes.co.uk as. (the “company,” “glassesandframes.co.uk as,” “we” or “us”) at and through the website glassesandframes.co.uk as.com (the “website”) and through mobile applications (such services, applications and the website are collectively referred to as the “services” or “ambassador”).
Please read these terms of service carefully.
This is a legal agreement between glassesandframes.co.uk as and you which governs your use of the services. Your use of the services constitutes your acceptance of and agreement to all of the terms and conditions in these terms of service and your representation that you are 18 years of age or older. If you object to anything in these terms of service, you are not permitted to use the services. The services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unauthorized reproduction or distribution of the services, or any portion of them, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. The services are licensed, not sold.
1. The glassesandframes.co.uk as service glassesandframes.co.uk as is a platform that connects and venue owners and clients providing venue options for weddings, birthday’s, exhibitions, parties special ocassions with clients seeking such services (“clients” or “you”). The venue owners and clients are both users of the services provided by glassesandframes.co.uk as and are hereinafter referred to collectively as “users.” glassesandframes.co.uk as solely provides a platform for and clients to connect and serves only as a medium to facilitate the provision of services.
glassesandframes.co.uk as does not provide or contract for services, and owners and clients contract independently for the provision of services. Each client is solely responsible for selecting the professional, the services to be provided and the location at which services will be performed, whether on the premises of a professional or at a site designated by the client. Any decision by a client to receive services or by a professional to provide services is a decision made in such person’s sole discretion. glassesandframes.co.uk as does not have control over the quality, suitability, reliability, timing, durability, legality, failure to provide, or any other aspect whatsoever of any services provided by nor of the integrity, responsibility or any of the actions or omissions whatsoever of any or clients. glassesandframes.co.uk as makes no representations or warranties whatsoever with respect to services offered or provided by or requested by clients through use of the services, whether in public, private, or offline interactions, or about the accreditation, registration or licensing of any professional. You understand that glassesandframes.co.uk as does not routinely screen its users, inquire into the background of its users or attempt to verify information provided by any user. glassesandframes.co.uk as does not verify of confirm that any user is who they claim to be or is accurately representing themselves and does not verify or confirm any representations with respect to this services on the services.
glassesandframes.co.uk as does not assume any responsibility for the accuracy or reliability of this information or any information provided through the services. In connection with this services for which reservations are made available on the services, some may require you to enter credit card or other payment information, and such may charge fees for reservations, including cancelled and missed appointments. By entering your payment information when requested, you authorize glassesandframes.co.uk as and payment processors to charge and process the fees and charges assessed in connection with your reservations. While glassesandframes.co.uk as takes what we believe to be reasonable efforts to ensure secure transmission of your information to third parties who assess and process payments, glassesandframes.co.uk as is not responsible for any fees or charges assessed by third parties or any errors in the processing of payments by third parties, including any errors that result from third-party negligence, improper transmission of payment information, your mistaken submission of payment information, or your submission of erroneous payment information. If you cancel or don’t show up for an appointment, your credit card may still be charged in accordance with the cancellation policy of the professional posted on their glassesandframes.co.uk as page or at “how it work” or at “about” or at the time of your booking, at the professional’s discretion. glassesandframes.co.uk as facilitates the payment transaction per these terms between you and each professional, but is not responsible for mediating any resulting disputes.
glassesandframes.co.uk as has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by glassesandframes.co.uk as, in each case in glassesandframes.co.uk as’s sole discretion. Although the services are intended to provide a professional’s availability in real-time, it is possible that a scheduling conflict may occur that requires the professional to reschedule your reservation. Creation of a reservation using the services is not a guarantee that the professional will honor the reservation as scheduled. glassesandframes.co.uk as cannot guarantee availability of the services to any user
You further consent and authorize us to verify your registration data as required for your use of and access to the services. We reserve the right to suspend or terminate the account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements. Account id Once you register for the services, you shall receive a unique user identification and password in connection with your account (collectively referred to herein as “account ids”). You must use your true and accurate name when signing up for an account. You are required to select an appropriate and non-offensive account id. We reserve the right to remove or reclaim any account id if we believe, in our sole discretion, the account id is inappropriate, offensive or confusing or potentially violates the rights of a third party (such as when a trademark owner provides notice that an account id is similar to the trademark and the account id does not closely relate to the user’s actual name or trademark rights). Your account You agree to maintain your account solely for your own use. You agree that you will not allow another person to use your account ids to access or use the services under any circumstances.
You are solely and entirely responsible for maintaining the confidentiality of your account ids and for any charges, damages, liabilities or losses incurred or suffered as a result of you failure to do so. We are not liable for any harm caused by or related to the theft of your account ids, your disclosure of your account ids, or your authorization to allow another person to access or use the services using your account ids. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the services. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the services cannot be guaranteed. Linking your account As part of the functionality of the services, you may link your account with online accounts you may have with third party service providers (each such account, a “third party account”) by either: (i) providing your third party account login information through the services; or (ii) allowing glassesandframes.co.uk as to access your third party account, as is permitted under the applicable terms and conditions that govern your use of each third party account. You represent that you are entitled to disclose your third party account login information to glassesandframes.co.uk as and/or grant glassesandframes.co.uk as access to your third party account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable third party account and without obligating glassesandframes.co.uk as to pay any fees or making glassesandframes.co.uk as subject to any usage limitations imposed by such third party service providers. By granting glassesandframes.co.uk as access to any third party accounts, you understand that (i) glassesandframes.co.uk as may access, make available and store (if applicable) any content that you have provided to and stored in your third party account (the “sns content”) so that it is available on and through the services via your account, including without limitation any friend lists, and (ii) glassesandframes.co.uk as may submit and receive additional information to your third party account to the extent you are notified when you link your account with the third party account. Unless otherwise specified in these terms of service, all sns content, if any, shall be considered to be user submissions for all purposes of these terms of service. Depending on the third party accounts you choose and subject to the privacy settings that you have set in such third party accounts, personally identifiable information that you post to your third party accounts may be available on and through your account on the services. Please note that if a third party account or associated service becomes unavailable or glassesandframes.co.uk as’s access to such third party account is terminated by the third party service provider, then sns content may no longer be available on and through the services.
You will have the ability to disable the connection between your account and your third party accounts at any time. Please note that your relationship with the third party service providers associated with your third party accounts is governed solely by your agreement(s) with such third party service providers. glassesandframes.co.uk as makes no effort to review any sns content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and glassesandframes.co.uk as is not responsible for any sms content. The services may contain links to third party websites that are not owned or controlled by glassesandframes.co.uk as. glassesandframes.co.uk as has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, glassesandframes.co.uk as will not and cannot censor or edit the content of any third-party site. By using the services, you expressly relieve glassesandframes.co.uk as from any and all liability arising from your use of any third-party website. You acknowledge and agree that the services may access your e-mail address book associated with a third party account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the services. At your request made via e-mail to firstname.lastname@example.org as, glassesandframes.co.uk as will deactivate the connection between the glassesandframes.co.uk as services and your third party account and delete any information stored on glassesandframes.co.uk as’s servers that was obtained through such third party account, except the username and profile picture that become associated with your account.
3. Termination of accounts Right to terminate glassesandframes.co.uk as reserves the right, in its sole discretion, to terminate your account if you violate these terms of service or for any reason or no reason at any time. We may also suspend your access to the services and your account (including the funds in your account) if you (a) have violated the terms of this agreement, any other agreement you have with glassesandframes.co.uk as, or glassesandframes.co.uk as’s policies or (b) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct. Termination effects If your account is terminated or suspended for any reason or no reason, you agree:
(a) to continue to be bound by this agreement,
(b) to immediately stop using the services,
(c) that the license provided under this agreement shall end,
(d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and
(e) that glassesandframes.co.uk as shall not be liable to you or any third party for termination or suspension of access to the services or for deletion of your information or account data. We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the services, or in connection with any termination or suspension of the services. Any termination of this agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this agreement. glassesandframes.co.uk as is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by any user that are deceptive, fraudulent or otherwise invalid (“fraudulent actions”).
By using the services, you hereby release glassesandframes.co.uk as from any liability arising from fraudulent actions. You will also use best efforts to promptly notify glassesandframes.co.uk as of any fraudulent actions which may affect the services. glassesandframes.co.uk as reserves the right, in its sole discretion, to terminate the account of any user that engages in, or enables any other user to engage in, fraudulent actions.
4. Payment processing services glassesandframes.co.uk as’s role Part of the functionality of the services allows clients to pay and to accept payments for the services, including card-based payments initiated with cards bearing the trademarks of mastercard international inc. And visa inc. (collectively, the “networks”). We are not a bank and we do not offer banking services as defined by the united states department of treasury. glassesandframes.co.uk as facilitates the processing of payments receive from clients. This means that we collect, analyze and relay information generated in connection with these payments. Authorization You authorize us to process payments in accordance with the services, using the payment information you have supplied. Customer care are solely responsible for all customer service issues relating to such professional’s providers services.
SERVICE USE AND LIMITATIONS AND CHANGES TO THE SERVICES.
1. We may change, modify, suspend, or discontinue all or any part of the services at any time, with or without reason. You acknowledge that the operation of the services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and glassesandframes.co.uk as shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the services. glassesandframes.co.uk as has no obligation to maintain or update the services or to continue producing or releasing new versions of the services.
2. We will make reasonable efforts to keep the services operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will endeavor to provide at least 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of god, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or internet service provider failures or delays.
3. As a user of the services, you agree to follow all applicable rules and laws and take full responsibility for any promotion you offer via the services.
4. When you publish content or information, it means that everyone, including people outside of the glassesandframes.co.uk as community, will have access to that information and we may not have control over what they do with it.
5. We always appreciate your feedback or other suggestions about glassesandframes.co.uk as, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them).
6. We do our best to keep glassesandframes.co.uk as safe and spam free, but can’t guarantee it. In order to help us do so, you agree not to: • send or otherwise post unauthorized commercial communications (such as spam) on glassesandframes.co.uk as. • collect users’ content or information, or otherwise access glassesandframes.co.uk as, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission. • engage in unlawful multi-level marketing, such as a pyramid scheme, on glassesandframes.co.uk as. • upload viruses or other malicious code. • solicit login information or account ids or access an account belonging to someone else. • bully, intimidate, or harass any user. • post content that is hateful, threatening, pornographic, or that contains nudity or graphic or gratuitous violence. • develop, advertise or otherwise market alcohol-related or other mature content. • use glassesandframes.co.uk as to do anything unlawful, misleading, malicious, or discriminatory. • do anything that could disable, overburden, or impair the proper working of glassesandframes.co.uk as or the services, such as a denial of service attack. • facilitate or encourage any violations of these terms of service.
6. To make sure we are able to provide a service to our users and customers, we need to make sure our pages are accurate and up-to-date. To help us do so, you agree to:
• keep your registration data and contact information accurate and up-to-date.
• keep your account ids and account information confidential and to not share your login information or account ids, let anyone else access your account, or do anything else that might jeopardize the security of your account. the company’s general terms and conditions for promotional offers (including offers where you must redeem a promotional code as part of the offer) can be found here HIPAA NOTICE You should not share any protected health information with service providers via the service. The service is not intended to be used to communicate protected health information, and it is not intended to be compliant with the health insurance portability and accountability act (hipaa). The term “protected health information” means any information that relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual. If you do share any protected health information, you do so at your own risk.
1. The services contains content and technology of the company that is protected by copyright, trademark, patent, trade secret and other laws. The company owns intellectual property rights to any protectable part of the services, including but not limited to the design, artwork, logos, functionality, and documentation (collectively, the “company property”). You may not copy, modify, or reverse engineer any part of the services or the company property.
2. In order to operate the services, the company needs to make certain use of your publicly posted content. Therefore, by posting, uploading or submitting to glassesandframes.co.uk as, or making available for inclusion in publicly accessible areas of glassesandframes.co.uk as, any text, images, photos, graphics, audio or video, including any content protected by intellectual property rights (collectively, “content”), you represent that you have full authorization to do so. You also hereby grant glassesandframes.co.uk as a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute, reproduce, modify, adapt, publicly perform, publicly display and make derivative works of such content in connection with the services and any services or products affiliated with the services, regardless of the form of media used or of whether such services or products now exist or are developed in the future. This license exists only for as long as you elect to continue to include such content on glassesandframes.co.uk as and will terminate at the time such content is removed from the services by you or by glassesandframes.co.uk as. You agree not to post any images containing written text or text overlays. Images may not have symbols or text-images anywhere in the photo, including but not limited to shapes, logos, or emoticons, etc. glassesandframes.co.uk as reserves the right to remove or change any images without notice.
2. When you delete content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).
3. Subject to the terms and conditions hereof, company hereby grants each professional a limited, revocable, non-sublicensable license to display the logos, trademarks or other design marks of the company solely for personal, non-commercial use in connection with your use of the services, promotion of services offered via the services or other uses expressly permitted by the company in writing. Notwithstanding such permitted uses and license, you acknowledge that all derivative designs and artwork which utilize the company’s logo or other company property (collectively, “derivative works”) are the sole property of the company. No other rights are granted to you with respect to the company property other than those rights granted explicitly herein, including with respect to any derivative works.
4. Any content posted by a user belongs to the person that posted such content. You may use any content posted by you in any way without restriction. You may only use content posted by others in the ways described in these terms of service.
5. The company reserves the right to remove any content from the services, at its sole discretion.
6. The company respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who the company, in its determination, believes have repeatedly infringed others’ rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to the company’s copyright agent by mail to glassesandframes.co.uk as., attn:copyright agent, glassesandframes.co.uk 34 New House 67-68,Hatton Garden London EC1N 8JY • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; • a description of the copyrighted work or other intellectual property that you claim has been infringed; • description of where the material that you claim is infringing is located on the site, including a url link; • your address, telephone number, and email address; • a statement by you that you have a good faith belief that the disputed use is not authorized or consented to by the copyright owner, its agent, or the law; and • a statement by you, made under penalty of perjury, that the above information in your notice is completely accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf.
7. The company reserves the right to send clients a newsletter from time to time if they opt-in to receiving one. This communication will be highly targeted based on how each client uses glassesandframes.co.uk as and will be designed to inform clients of how to get more value from the services.
8. As part of the services, the company offers the option to send sms and email messages to their clients for various reasons such as reminding them of an upcoming appointment. By agreeing to these terms of service and using such tools, each professional represents that it has permission from each client to send sms and email notifications and that each professional takes full responsibility for adhering to each client’s preference with respect to such notifications.
9. As part of the services, the company may send sms messages to all users. As always, message and data rates may apply for any messages sent to you from us and to us from you. You may receive messages including but not limited to requests for appointments, appointments booked, reminders for appointments, tips, and payment receipts. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. For all questions about the services provided by this short code, you can send an email to email@example.com as,
glassesandframes.co.uk as makes no warranty with respect to the security of such third-party infrastructure. The services are provided on an “as is” and “as available” basis. glassesandframes.co.uk as and its subsidiaries, affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and noninfringement. glassesandframes.co.uk as makes no warranty that
(i) the services will meet your requirements or expectations,
(ii) that your access to or use of the services will be uninterrupted, timely, secure or error free,
(iii) that any defects in the services will be corrected, or (iv) that the services or any server through which you access the services is free of viruses or other harmful components. glassesandframes.co.uk as makes no representations or warranties about the quality, suitability, reliability, timing, durability, legality, or any other aspect of services offered or provided by or requested by clients through use of the services whether in public, private, or offline interactions or about the accreditation, registration or license of any professional. Any material downloaded or otherwise obtained through the use of the services is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from stlyeseat or through or from the services shall create any warranty not expressly stated in these terms of service. All advisors / providers who advertise on the site are independent. None of the counselors are employed by glassesandframes.co.uk as.
Each officer is responsible for the advice given or not given. It expressly stated that glassesandframes.co.uk as is not responsible directly or indirectly for the quality of any advice and guidance given by consultants / providers associated glassesandframes.co.uk /glassesandframes.co.uk as. Neither the board, general manager, employees or glassesandframes.co.uk or glassesandframes.co.uk as may be made directly or indirectly responsible for any inconvenience, loss, damage, defect or injury directly or indirectly had to be consequence of the use or misuse of information provided by providers registered on glassesandframes.co.uk. within the health department’s response neither preventive, diagnostic, therapeutic, health-preserving or rehabilitative. An answer is not “health care” for health personnel definition. The answer you get should never be used as a basis for diagnosis or determine the choice of treatment. glassesandframes.co.uk /glassesandframes.co.uk as will emphasize that when we suspect a health problem must official government doctor always be contacted. Whose lives and health are at stake, immediately call 113 – or medical emergencies telephone number in your country. At other and all needs for medical assistance, please contact your family doctor or the emergency service in the area you are. In cases where the customer is in any kind of crisis, it is advisable to seek professional help from the authorities in your country. There is age limit of 18 for users and providers of glassesandframes.co.uk. All users of glassesandframes.co.uk must be over 18 years.
LIMITATION OF LIABILITY AND RELEASE
To the fullest extent permitted by law, in no event shall glassesandframes.co.uk as or its affiliates, officers, employees, agents, partners and licensors be liable for any damages whatsoever, whether direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for boidly injury or emotional distress and damages for loss of profits, goodwill, use, data or other intangible losses (even if the company has been advised of the possibility of such damages), resulting from:
(i) the use or the inability to use the services;
(ii) services facilitated by the services or any interactions between users, including without limitation any liabilities arising in connection with the conduct, act or omission of any user (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property) or any dispute with any user;
(iii) statements or conduct of any third party on the service;
(iv) any unauthorized access to or alteration of the services or your data or transmissions; or
(v) any other matter relating to the services. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. glassesandframes.co.uk as expressly disclaims any liability that may arise between users related to or arising from use of the services. Because glassesandframes.co.uk as is not involved in the actual interactions between and clients or in the provision of any services, you hereby release and forever discharge glassesandframes.co.uk as and its affiliates, officers, directors, employees, agents and licensors from any and all claims, demands, damages (actual or consequential) of every kind and nature, whether known or unknown, contingent or liquidated, arising from or related to any dispute or interactions with any other user, whether online or in person, whether related to the provision of services or otherwise.
You agree to defend, indemnify and hold harmless the company and its affiliates, officers, directors, employees, agents, partners and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) arising from or relating to:
(i) your use of and access to the services;
(ii) services facilitated by the services or any interaction between you and another user;
(iii) your violation of any term of these terms of service;
(iv) your violation of any rights of a third party, including without limitation any copyright, intellectual property, or privacy right; or
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Any failure of the company to enforce or exercise a right provided in these terms of service is not a waiver of that right. Should any provision of these terms of service be found invalid or unenforceable, the remaining terms shall still apply. You and the company both 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 the services or these terms of service must be filed within one
(1) year after such claim or cause of action arose or be forever barred.
glassesandframes.co.uk is a platform that connects and freelancers with potential customers online. glassesandframes.co.uk is wishing to engage Brand Ambassador to recruit businesses to list on glassesandframes.co.uk platform.
3. PAYMENT TERMS
All payments for services rendered to glassesandframes.co.uk are paid for via your registered paypal account. In order to facilitate this payment Brand Ambassador has to have a current, or open a new, paypal Account. The Brand Ambassador agrees to provide details of their paypal account to glassesandframes.co.uk. glassesandframes.co.uk does not access Brand Ambassadors banking information at any time. Once the Agreement has been accepted and signed by glassesandframes.co.uk, the Brand Ambassador will be paid three percent (3%) of any booking associated with the account they enrolled with glassesandframes.co.uk.
This three percent (3%) commission will be inclusive of all VAT charges. All payments will be sent to Brand Ambassadors paypal account on a monthly basis, not later than the fifteenth (15th) working day of the month for the preceding months’ revenue. The commission percentage established in this clause cannot be modified by the Parties, unless it is mutually agreed in writing. Brand Ambassador hereby authorizes, agrees and provides glassesandframes.co.uk with authority to deduct automatically and otherwise recover any overpayments should glassesandframes.co.uk overpay or calculate the commission incorrectly.
4. BRAND AMBASSADOR IDENTIFICATION
As part of the engagement with glassesandframes.co.uk, the Brand Ambassador must be a legal entity (company) or have appropriate self-employment registration. Brand Ambassador further agrees provide glassesandframes.co.uk with reliable, government sourced documents, data or information, including but not limited to the information in the Schedule A of this Agreement.
This Agreement shall be effective for the period commencing on the Effective Date, and continue for 12 months from such date. Either party may, in its sole discretion and for any reason, terminate this agreement by providing a thirty (30) days written notice to the other party. The term of this Agreement will extend automatically for successive 12 month terms unless one of the Parties provides a written notice indicating it does not want it renewed.
During the term of this Agreement Brand Ambassador will not directly or indirectly be engaging with the glassesandframes.co.uk competition. The glassesandframes.co.uk agrees to provide Brand Ambassador with a reasonable list of businesses they believe to constitute a direct completion to the Brand Ambassador.
7. NO PARTNERSHIP
This agreement does not create a partnership relationship. Brand Ambassador does not have the authority to enter into contracts on glassesandframes.co.uk behalf. The Parties are independent contractors. Nothing in this Agreement shall be deemed to constitute an employment, a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose.
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which:
(i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party;
(ii) was previously known to the receiving party or rightly received by the receiving party from a third party;
(iii) is independently developed by the receiving party; or
(iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, glassesandframes.co.uk and Brand Ambassador acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the Arbitration Act of 14 May 2004 no. 25. The seat of arbitration shall be United Kingdom. The language of the arbitration shall be English. The number of arbitrators shall be one or the least permitted by the arbitrator.
This Agreement is bound by the laws and regulations of United Kingdom.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Any invalid or unenforceable provision shall be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and this Agreement shall be construed and enforced as if the Agreement did not contain that particular provision to the extent of its invalidity or unenforceability.
12. ENTIRE AGREEMENT
This Agreement (together with Schedule A) constitute the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.