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Essilorshare Agreement

You must agree to the terms and conditions set forth in this agreement before using or otherwise accessing any materials on the website.

This Essilorshare Digital Assets Sharing Program License Agreement (the “Agreement”) is a contract between the eye care practice identified at the conclusion of this Agreement (“You”) and Essilor of America, Inc. and its affiliates and subsidiaries (“Essilor”), which provides the terms of use of Essilor’s digital assets, including, but not limited to, videos/commercials/loops, ads, postcards, social media posts, email templates, web banners and scripts (collectively, the “Digital Assets”) provided by Essilor for your marketing efforts/business use pursuant to the Essilorshare Digital Assets Sharing Program (the “Essilorshare Program”).

The Essilorshare Program is a program whereby your Essilor sales representative (“Essilor Sales Rep”) will provide access to an Essilor website that contains the Digital Assets for download (the “Website”). You understand, represent, warrant and agree that You may only access the Website through Essilorshare with Essilor’s consent and after agreeing to the terms of this Agreement. This Agreement will apply to all Digital Assets pursuant to the Essilorshare Program, including any future downloads.

If You do not agree to the terms of this Agreement, You are not authorized to access, download, or use the Digital Assets.

You understand that each Digital Asset has specific terms of use, in particular as to the duration that such Digital Asset may be used by You. It is of the essence of this Agreement that You abide by any terms of use with respect to each Digital Asset as set forth in this Agreement, on the Website, or otherwise set forth in any correspondence or written communication from Essilor (“Essilor Directions”). Failure to comply with the terms of use set forth in this Agreement, on the Website or with any Essilor Directions 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 Essilor Directions. Your continued acceptance and compliance with this Agreement and Essilor Directions is a condition precedent to Your right to use and/or access the Digital Assets.

1. YOUR LICENSE FROM ESSILOR

Subject to Your strict compliance with the terms and conditions of this Agreement, Essilor grants to You a limited, nonexclusive, nonsublicensable, nontransferable, revocable license, as follows:

a. to use the Digital Assets solely for purposes related to marketing Your eye care practice and for Your internal business operations in the ordinary course of business, consistent with the use limitations specified or referenced in this Agreement or any Essilor Directions. You may not modify or edit the Digital Assets in anyway, and they are to be displayed exactly as they are when downloaded pursuant to the Essilorshare Program. You may not use the Digital or otherwise permit any third person or party to access or use the Digital Assets, other than as expressly permitted under this Agreement;

b. to allow third party representatives of Your eye care practice to use the Digital Assets solely for the benefit of You 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, and such third parties comply, with the terms of this Agreement and the Essilor Directions. You hereby agree to indemnify, defend and hold Essilor 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) be21 years of age or older, (ii) be an owner, officer or director of the practice , (iii) review and agree to abide by this Agreement, (iv) provide his or her name, title, email address, business phone number and complete eye care practice name and address, and (v) click the “I Accept” button at the conclusion of the Agreement.

3. YOUR RESPONSIBILITIES FOR DOWNLOAD AND USE OF DIGITAL ASSETS

a. 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, and to notify us promptly of unauthorized access or use.

b. You agree to use the Digital Assets only in accordance with this Agreement, terms set forth in connection with a Video Asset on the Website, or as directed in any Essilor Directions.

c. You will not make any Digital Assets (in whole or in part) available to any third parties nor will you authorize the use of the Digital Assets (in whole or in part) for the benefit of anyone other than You.

d. You will not broadcast, copy or distribute any Digital Assets (in whole or in part) outside except as otherwise permitted by this Agreement.

e. You will not modify the content or add any content to any Digital Assets.

f. 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 Essilor to do so.

g. You will not copy or use the Digital Assets except as expressly permitted in this Agreement. You will not, and will not permit 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.

h. You will promptly contact Essilor if you receive or otherwise become aware of any complaints regarding your use of the Digital Assets or any possible third-party infringement of Essilor’s intellectual property rights arising out of, or relating to, the Digital Assets.

i. 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 Essilor (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 Essilor Directions.

4. PROPRIETARY RIGHTS AND LICENSES

Subject to the limited rights expressly granted hereunder, Essilor 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

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

b. Disclaimers.

ALL DIGITAL ASSETS PROVIDED BY ESSILOR ARE PROVIDED “AS IS.” ESSILOR 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 DIGITALASSETS.

6. LIMITATION OF LIABILITY

IN NO EVENT WILL ESSILOR 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 ESSILOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ESSILOR’S 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 Essilor terminates the Agreement by giving You written notice of termination. In the event of termination by Essilor, 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 Essilor Directions.

8. GENERAL PROVISIONS

a. Giving Notice. All Essilor 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.

b. 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 Texas 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 Dallas, Texas, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

c. 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.

d. 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 Essilor’s 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.

e. 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.

f. 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.

I Agree