TERMS OF SERVICE AGREEMENT

1. Introduction

1.1. Welcome to the website and online job board services of Lensa, Inc. (“Lensa”). This agreement contains the terms and conditions upon which you (also referred to herein as ‘User’) may access and use the Services provided by Lensa, where the “Services” include your interactions with Lensa through the website www.lensa.com (the “Site”), the Lensa mobile application (”Mobile App”), and any email, SMS, chat or other online communications between you and Lensa. By accessing or using the Site and/or our Services, you acknowledge that you have read, understood, and agree to be bound by this Terms of Service Agreement (the “Agreement”), whether or not you are a registered user of the Services.

1.2. We reserve the right to amend this Agreement at any time, by posting such changes to this Agreement on the Site at least seven (7) days prior to the change taking effect, during which period of time you may reject the changes by terminating your account. If you are a registered user, we will send you the Terms and you will be required to accept them in order to proceed with the service. As an unregistered user, your continued use of the Site, Mobile App and/or our Services after any such change constitutes your acceptance of the amended Agreement.

1.3. For the purposes of this Agreement the following definitions shall apply:

1.3.1. Agreement: this Terms of Service Agreement as amended from time to time.

1.3.2. ATS or Applicant Tracking Systems: software application that enables the electronic handling of recruitment needs operated by third parties.

1.3.3. Lensa Content: the data, information, materials and content displayed or otherwise disclosed by Lensa to you on the Site, Mobile App or in connection with the provision of the Services, including without limitation, job postings, ATS, employer and company information, recruiter information, advertisements, images, text, graphics, illustrations, photographs, audio, videos, music, reports, contents of third-party users and suppliers and others. For avoidance of doubt, Lensa Consent does not include any Persona Information.

1.3.4. Personal Information: means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular User, including in particular identity data, contact data, profile data, technical data and usage data we may collect on our Site or Mobile App in accordance with our Privacy Policy.

1.3.5. Profile Settings: the user preferences editor page available on our Site or Mobile App when you are logged in your account.

1.3.6. Services: the employment related services provided on the Site or Mobile App with or without registration or after registration to the Site or Mobile App.

1.3.7. User, you or your: any person visiting the Site or Mobile App and/or registering to the Site or Mobile App and to our Services (including co-registration) and/or using our Services with or without registration.

1.3.8. User Content: any textual or other (visual, audio, etc.) content posted or submitted by a User on our Site or Mobile App, such as without limitation in blogs, groups, communities and other similar forums and surfaces or otherwise disclosed to Lensa and specifically excluding any Personal Information.

1.3.9. User Data: Personal Information and User Content together.

1.3.10. Third-Party Sites: other sites operated by third parties such as, without limitation, advertisings, employer and recruiter websites, other job boards, including the information, materials, products, or services displayed or provided thereon.

2. Our proprietary rights

2.1. Title and intellectual property rights in the Lensa Content remain with Lensa or our third party suppliers and licensors. Lensa and its suppliers and/or licensors reserve all rights not expressly granted to you in this Agreement. Subject to the terms of this Agreement and all restrictions therein, Lensa grants you only a limited, non-transferable, non-exclusive, revocable, personal license to access the Site or Mobile App and use the Services. This license is subject to payment if the service is a paid service. In addition, there are proprietary logos, service marks, trademarks, slogans, and product designations (“Marks”) found on the Site and Mobile Apps, and you agree not to use those Marks without separate written permission from Lensa or the applicable owner of the Marks.

2.2. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights in the Lensa Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Lensa Content. Use of the Lensa Content or the Services for any purpose not expressly permitted by this Agreement is strictly prohibited.

3. General rules of using the Site, Mobile App and the Services

3.1. Permitted use

3.1.1. You may use our Site, Mobile App and Services for your private purpose to seek and apply to jobs, according to the terms of this Agreement.

3.1.2. In addition to any other type of use, prohibited or otherwise irreconcilable with the rules or the general purpose of this Agreement, you shall not:

1. relicense, rent, lease, or otherwise provide access to the Services to third parties; may not cause or permit the reverse engineering, disassembly, or decompilation of the software underlying the Services; may not use the Services in any way to design or develop competing services and/or software products or to create derivative works of the Services or the software underlying the Services;
2. copy, distribute or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
3. use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more server request messages to the Lensa.com than a single person could produce in the same period of time by using a conventional on-line web browser;
4. transmit spam, chain letters, or other unsolicited email;
5. interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
6. take any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
7. upload invalid data, viruses, worms, or other software agents through the Services;
8. collect or harvest any personally identifiable information from the Site, Mobile App or the Services, except as expressly permitted by the features of the Services;
9. use the Services for any commercial solicitation purposes;
10. impersonate another person, conducting fraud, hiding or attempting to hide your identity;
11. interfere with the proper working of the Services;
12. access any content on the Services through any technology or means other than those provided or authorized by the Services; or
13. bypass the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
14. mine, harvest, spider, display, extract, or otherwise use any User Data on or from the Site or Mobile App with the exception of your User Data;
15. enter any output of any Service into any artificial intelligence model if the model may store or retain the output for training, analysis, or other purposes.

3.1.3. Lensa grants public search engines revocable permission to copy certain Lensa Content from the Site and Mobile App for the sole purpose of creating publicly available searchable indices of such data.

3.1.4. You may use our Services only if you are at least eighteen (18) years of age and can form a binding contract with Lensa.com, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 18 is prohibited and in violation of this Agreement.

3.1.5. Lensa’s collection, use, and transfer of Personal Information is in accordance with the terms our Privacy Policy (https://lensa.com/privacy-policy/).

3.2. Operation of the Site and Mobile App and provision of the Services

3.2.1. Lensa may at any time, at its discretion and without giving prior notice or reasons, partially or entirely deny or terminate access to parts or the entirety of the Site or Mobile App or the Services, may make changes to the Site or Mobile App or the Services and may temporarily or permanently cease to operate the Site or Mobile App or provide the Services.

3.2.2. The data, information and content displayed on the Site or Mobile App or otherwise disclosed by Lensa to you in connection with the provision of the Services, including without limitation, Lensa Content, links, and User Content etc. (“Lensa Data”) is provided without warranties of any kind, including any express or implied warranty that such Lensa Data is accurate, truthful, up to date, reliable, legally compliant, non-infringing, non-misleading or otherwise no objectionable or that any defects or errors will be corrected. To the extent permitted by law, we will not be liable to you (whether under the law of contract, the law of torts or otherwise) for any direct, indirect, special or consequential loss; or for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, which may arise from the fact that such Lensa Data is inaccurate, untruthful, out of date, unreliable, legally incompliant, infringing, misleading or otherwise objectionable or that any defects or errors are not corrected.

Your dealings with advertisers and other third parties whose contents are displayed on the Lensa Site or Mobile App or otherwise disclosed by us to you, including payment and delivery of goods, services and any other terms (such as warranties) are solely between you and such third parties. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties

3.2.3. We are not liable for your interactions with other users, or for any user’s action or inaction. We are not obliged to you to enforce this Agreement against any other user.

3.2.4. We reserve the right, but have no obligation, to monitor your User Data and your access to and use of the Lensa Site, Mobile App and Services. We reserve the right to remove any User Data and suspend or terminate your access to or use of the Site, Mobile App and/or the Services without giving notice or reasons thereof.

3.2.5. Our Site and Mobile App and our communications to you contain links to other sites operated by third parties such as, without limitation, advertisings, employer and recruiter websites, other job boards. We do not control and do not assume any responsibility for any such third-party sites, or the information, materials, products, or services displayed or provided thereon (together “Third-Party Sites”). Accessing Third-Party Sites is at your own risk. You understand that this Agreement and our Privacy Policy do not apply to your access or use of Third-Party Sites and you relieve us from any and all liability arising from your access or use Third-Party Site. Your dealings with operators of Third-Party Sites, including payment and delivery of goods, services and any other terms (such as warranties) are solely between you and such operators. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such operators of Third-Party Sites

3.3. User Content

3.3.1. Unless otherwise stated when you sign up for a specific Service, by posting or submitting or otherwise disclosing to us any User Content in connection with the use of the Site or Mobile App or the Services, either as a registered or unregistered user you automatically agree that we may use such User Content, including the sharing of such User Content with third parties and the using of such User Content to send you unsolicited communications. By posting or submitting on the Site or Mobile App or otherwise disclosing to us User Content, you give us a royalty-free, transferable, sublicensable, perpetual, non-exclusive, worldwide license to use all such User Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed.

3.3.2. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content, that Lensa’s use of your User Content in accordance with this Agreement will not violate any law or infringe the rights of any third party.

3.3.3. You are solely responsible for the User Content that you post, submit or otherwise disclose to us. You agree not to post User Content that

1. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other User or any other person, or to any animal;
2. may create a risk of any other loss or damage to any person or property;
3. seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
4. may constitute or contribute to a crime or tort;
5. contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
6. contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets, information subject to any confidentiality or non-compete obligation, information infringing intellectual property rights, privacy or data protection rules, etc.);
7. contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
8. contains any information or content that you know is not correct and current.

3.3.4. By posting or submitting on the Site or Mobile App, or otherwise disclosing to us User Content, you represent and warrant that it is accurate, truthful, up to date, reliable, legally compliant, non-infringing, non-misleading or otherwise no objectionable. You shall indemnify and hold Lensa harmless (whether under the law of contract, the law of torts or otherwise) for any direct, indirect, special or consequential loss; or for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, which may arise from the fact that User Content that you post, submit or otherwise disclose is inaccurate, untruthful, out of date, unreliable, legally incompliant, infringing, misleading or otherwise objectionable .

3.3.5. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, or otherwise unsuited to your purpose, and you agree that Lensa shall not be liable for any damages you allege to incur as a result of any such User Content.

4. Registration and accounts

4.1. In order to use certain Services, you may need to register and create an account.

4.2. You can register to our Services on the Site or Mobile App by providing a username and certain other requested information and accepting this Agreement.

4.3. In certain cases, you can register to our Services on another site, together with registering to the services provided on such other site (co-registration). In such cases you will also be required to execute this agreement and acknowledge that you have read our Privacy Policy.

4.4. Upon registration with us, we may also offer you to co-register to other sites and services operated by third parties. Such services are governed by their respective terms and privacy policies. Please review those carefully before registering. Lensa has no control over and does not accept any responsibility in connection with or arising out of your co-registrations with and your use of other sites and services operated by such third parties.

4.5. An e-mail address can be attached only to one account at the same time. In case of signing up with an already registered e-mail address, we send you a verification e-mail to make sure, if you intend to overwrite the registration. After conformation, only the new account will be accessible, the former will be deleted. Otherwise we do not send a verification and you shall be solely responsible for using your own e-mail address for sign up.

4.6. Upon successful registration, we will create a personal account for you and automatically log you in to your account. On other occasions, you can log into your account by using your username or automatically if you click on any link in our e-mails that directs to our Site. If you don’t log out manually, your online session will remain live every time up to 180 days before we automatically log you out. You are solely responsible for any consequences of failing to log out manually, after using our Services at a public terminal or otherwise.

4.7. You are solely responsible for the activity that occurs under your account. You must notify us immediately of any breach of security or unauthorized use of your account. We will not be liable for any losses caused by any unauthorized use of your account.

4.8. You may control your profile information and how you interact with our services by changing the settings in Profile Settings.

4.9. You have no ownership or other rights in your account, other than with respect to your Personal Information, as set forth in our Privacy Policy, and in the event that your account is terminated, its content may not be available. We may suspend or terminate your account, at any time without giving notice or reasons thereof.

4.10. If you access the Services through a social networking site, you agree that we can use any information and data that is shared with us through the applicable social networking registration and we will use this information in accordance with our Privacy Policy. You agree that we are not liable for any Personal Information that is made available to us in violation of your privacy settings with the applicable social networking site.

4.11. Upon your request we commence the deletion process. Information retained in backup will be deleted in accordance with our overwrite process. We may retain certain information, as set forth in our Privacy Policy.

5. Searches

5.1. You can search the jobs posted on the Site or Mobile App after making a search using one or more keyword with or without a registration. Data relating to your previous searches will be used to send or display to you personalized Job Alerts.

5.2. All liability for the performance of the search service and the completeness, relevance or adequacy of the results is disclaimed by Lensa.

6. Applying to job posts

6.1. You can apply to a job posted on the Site or Mobile App with or without registration. If you choose the Internal apply service, you will be required to register to Lensa. Upon the submission of the application your User Data required for the application will be provided to the employer/recruiter or ATS associated with the job.

It is your responsibility to ensure that the resume/CV associated with your account is always updated, current and accurate before you apply to a job advertisement. The rules relating to User Data in Article 3.3 above apply equally if you apply to a job without registration.

6.2. While Lensa provides its best efforts to ensure that the employer / recruiter or ATS posting the job will receive the User Data that you submitted with your application, we cannot guarantee this. Accordingly, we disclaim all liability relating to whether the employer / recruiter or ATS posting the job does not receive your application and/or the User Data that you submitted with it or if the employer / recruiter or ATS posting the job rejects your application and/or the User Data that you submitted with it. If transmission of your application and/or the User Data that you submitted with it has failed, Lensa may but is not obliged to attempt to transmit it again. The rules relating to User Data in Article 3.3 above apply equally if your application and the User Data that you submitted with it has not been received or has been rejected by the employer/recruiter or ATS posting the job.

6.3 You may choose to use our internal apply function. If you choose this, you will enter your User Data into a version of the application that Lensa has created, based on the relevant employer or ATS site, using its own automated process and will authorize Lensa to submit the application on your behalf. To the extent the employer or ATS website for such application requires terms of use to be executed or includes a privacy notice, those will be presented to you for consent and review.

Due to the automated nature of the Lensa internal process, the replicated job application may, in some cases, fail to include certain, non-mandatory questions included in the original application. In such cases, the application submitted on your behalf will not include certain answers and may, as a result, not be considered or be considered less favorably by the prospective employer.

Without derogating from the provisions of Sections 3.2.2 and 6.2 above (which apply equally here), and to the extent permitted by law we disclaim all liability for any (1) illegal nature of any of the questions in the application (2) mistakes in replicating the application or (3) consequences to you as a result of such mistakes.

Lensa does not engage in any form of discrimination and complies with all laws that apply to the job search process. If you if you think there is an issue with a job posting and/or application form please let us know at [email protected].

6.4. If you give us permission, the information you include with the internal apply application will be included as part of your profile and we will use it to pre-populate future job applications to which you choose to apply. You can correct any information in the pre-populated application prior to submitting it. If you wish to correct any of the information you can do that at any time by logging into your user account.

6.5 In cases where completing the application on the site of the employer/recruiter or ATS associated with the job is conditioned on registration with the relevant website and/or acceptance of terms and conditions, then, pursuant to your authorization and your confirmation that you have accepted the terms and conditions of the relevant website and read the relevant privacy notice, if applicable, Lensa will click on your behalf to indicate your acceptance of the applicable terms and conditions. You acknowledge and agree that you are bound by such terms as if you have executed them yourself as solely between you and the website owner, and that Lensa has no contractual privity with the relevant employer/recruiter or ATS associated with the job. You hereby agree to fully assume all liability for any damages relating to any and all claims relating to your adherence, or lack thereof, to such website’s terms and conditions, and agree to indemnify, defend, and hold harmless Lensa from any such claims.

6.6. Certain other jobs posted on the Site or Mobile App are links to jobs posted on Third-Party Sites and by clicking to these links you are redirected to the Third-Party Sites where you can apply to these jobs (external application). The rules set forth in point 3.2.2 and 3.2.5 are in particular applicable to our link to and your visit or use of such Third-Party Sites.

In certain cases where the Third-Party Site requires or offers a sign-up screen, this sign up screen may be pre-populated with information we have about you. In such cases, pursuant to our agreement with the relevant Third-Party Site, such Third-Party Site have access to your information only for the purpose of displaying the pre-populated text. If you choose to enroll with the Third-Party Site, the processing of your information by each Third-Party Site is subject to each such Third-Party Site’s terms of use and privacy notice. If you choose not to enroll, the pre-populated information will be deleted.

In other cases, you may click on a Lensa job posting on a Third-Party Site. In such cases, you will be provided with a screen, pre-populated with information that we received about you from the Third-Party Site. We disclaim any liability with respect to the accuracy of this information. You can amend this information or delete it and you can choose whether to sign up to the Lensa Services or continue with the job posting without registration. If you register for the Lensa Services, this information will become part of your profile and will be used to pre-populate future job applications as set forth above.

7. Job alerts

7.1. By registering and/or by providing your e-mail address when applying for a job or registering (including co-registration from another site) or otherwise using the Site or Mobile App, you automatically sign up to receive Job Alerts by e-mail.

7.2. You may opt-in to receive job alerts or other career information by SMS from Lensa (which content provided by our clients or partners) to the mobile phone number you provided, including by autodialed text messages even if your number is listed on a state or federal Do Not Call list. You certify that you are authorized to allow the mobile number you provide to receive text alerts. Shortly after opting-in to this alert feature, you will receive a text welcome message. You can also edit or change the type of job alerts you want to receive by accessing the Job Alerts tab in your Profile Settings. Lensa does not charge for this service, but your mobile operator's message and data rates may apply. Lensa is not responsible for any incomplete, lost, late, misdirected or undelivered messages because of your mobile carrier or otherwise.. If you have questions about our text services, you may contact Customer Service: via email at [email protected]; or reply HELP to our welcome SMS for assistance.

You understand and agree that messages may be sent to you earlier and/or later than the time restrictions set by state or federal law. Consent to receive texts is not a condition of purchasing any goods or services. You may opt-out at any time by replying “STOP” or texting “HELP” to get assistance to the number sending the message. After replying STOP, you may receive additional communications confirming that your request has been received and processed, and you may continue to receive text messages for a short period while Lensa processes your request. Standard message and data rates may apply. Message frequency may vary based on the texting program. You agree to update Lensa if you discontinue use of that telephone number or obtain a different number.

Frequency of alerts vary based on your responsiveness. Lensa will send you new messages as long as you keep clicking the links. Otherwise you will get up to 8 messages per week from us. Reply STOP to our SMS to cancel.

7.3. When visiting our Site or Mobile App with or without registration we provide job offers to you.

7.4. All liability for the relevance, adequateness or suitability of the Job Alerts is disclaimed by Lensa.

8. Indemnity and equitable relief

8.1. To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless Lensa and its subsidiaries, and their respective directors, officers, board members, employees, agents, successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to all legal fees and expenses) arising from: (i) your use of and access to the Site, Mobile App and the Services, including any User Data transmitted or received by you; (ii) your violation of any term of this Agreement and any other agreement that you have with Lensa, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party rights, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any claims or damages that arise as a result of your User Data; (vi) any other party's access and use of the Site or Mobile App and the Services with your account or log-in information; and/or (vii) your intentional or willful misconduct, or negligence.

8.2. You acknowledge that a breach by you of any provision of this Agreement may cause Lensa irreparable damage, for which the award of damages would not be adequate compensation. Consequently, Lensa may institute an action to enjoin you from any acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and additionally, Lensa may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.

9. No Warranty

9.1. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LENSA’S SITE AND MOBILE APP ARE OPERATED AND THE SERVICES ARE PROVIDED ON AN “AS IS“ AND “AS AVAILABLE“ BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND MOBILE APP OPERATED AND THE SERVICES ARE PROVIDED WITHOUT WARRANTIES, CONDITIONS OR TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PURPOSE OR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LENSA, ITS EMPLOYEES, OR AGENTS, OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY, TERM OR CONDITION NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (I) ANY CONTENT PROVIDED ON THE SITE OR MOBILE APP OR THROUGH THE SERVICES IS ACCURATE, LEGALLY COMPLIANT, UP-TO-DATE, RELIABLE OR CORRECT; (II) THE SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL BE UNINTERRUPTED OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED OR AVAILABLE AT YOUR OWN OPTION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR ANY OTHER TYPE OF LOSS THAT RESULTS FROM SUCH CONTENT OR YOUR USE OF THE SERVICES.

9.2. LENSA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A USER OR THIRD PARTY ON THE SITE OR MOBILE APP OR THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND LENSA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

9.3. LENSA DOES NOT WARRANT THAT YOUR ACCESS TO AND USE OF THE SITE, MOBILE APP AND THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

10. Limitation of Liability

10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, IN NO EVENT SHALL LENSA, ITS SUBSIDIARIES, AND THEIR RESPECTIVE BOARD MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSOR AND ASSIGNS, BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE FOR ANY (I) DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSSES; (II), LOSS OF PROFITS, GOODWILL, USE, DATA THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL LENSA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

10.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LENSA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF THE SERVICES, WHETHER OR NOT THE DAMAGES ARE FORESEEABLE. IN NO EVENT WILL LENSA’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY SERVICES (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100).

10.3. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR ANY OTHER BASIS AND EVEN IF LENSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11. Dispute Resolution Using Binding Arbitration

11.1 You and Lensa agree to make reasonable, good faith efforts to resolve any dispute before initiating arbitration. However, IF WE ARE UNABLE TO RESOLVE YOUR CONCERNS AND A DISPUTE REMAINS BETWEEN YOU AND LENSA, THIS PROVISION EXPLAINS HOW YOU AND LENSA AGREE TO RESOLVE IT.

YOU AND LENSA AGREE TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN US IN BINDING ARBITRATION RATHER THAN IN ANY COURT OF GENERAL JURISDICTION. THAT INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIMS ARISING OUT OF OR RELATING TO: (I) YOUR USE OF THE SITE, MOBILE APP, OR SERVICES OR ANY INFORMATION GENERATED FROM THE SITE, MOBILE APP, OR SERVICES; (II) DISPUTES RELATED TO THIS AGREEMENT OR THE MOBILE APP END-USER LICENSE AGREEMENT; OR (III) YOUR USE OF YOUR ACCOUNT OR THE SOFTWARE. IT APPLIES REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

A party who intends to seek arbitration must first send to the other a written notice that describes the nature and basis of the claim or dispute and sets forth the specific relief sought. If you and Lensa do not reach an agreement to resolve that claim within 30 days after the notice is received, you or Lensa may commence an arbitration proceeding. Written notice to Lensa should be sent to: 17 W Gay Street Suite 50, West Chester PA 19380, United States.

An arbitration is a proceeding before a neutral arbitrator, instead of before a judge or jury. Arbitration is less formal than a lawsuit in court and provides more limited opportunities for discovery than might be available in court. It follows different rules than court proceedings and is subject to very limited review by courts. Arbitrators can award the same damages and other relief that a court can award and can also award attorneys’ fees to the extent allowed by the law. The arbitrator will issue a written decision and provide a statement of reasons if requested by either party. YOU UNDERSTAND THAT BY THIS PROVISION, YOU AND LENSA ARE EACH GIVING UP THE RIGHT TO SUE IN COURT AND TO HAVE A JURY TRIAL.

The Federal Arbitration Act and federal arbitration law apply to this arbitration provision. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes, both of which are available at www.adr.org or by calling 1-800-778-7879, as modified by these terms. The arbitrator is bound by these terms.

You agree that the arbitration will be administered by the AAA. You and Lensa agree that any in-person arbitration shall be conducted in Chester County, Pennsylvania, unless you advise Lensa in writing that in-person arbitration in Chester County, Pennsylvania would pose an economic hardship or be unreasonably inconvenient for you. In that event, Lensa agrees to conduct arbitration by Zoom or similar technology, or at a mutually agreeable alternative location.

YOU AGREE TO NOT BRING CLASS OR COLLECTIVE ARBITRATIONS, EVEN IF THE AAA PROCEDURES OR RULES WOULD OTHERWISE ALLOW THEM, AND AGREE THAT THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL SEEKING RELIEF AND TO THE EXTENT OF THEIR INDIVIDUAL CLAIM, AND NOT ON BEHALF OF ANY CLASS OR IN ANY REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL CAPACITY.

Lensa may change this arbitration provision in the future. If Lensa makes any future change to this provision, you may reject any such changes by sending written notice to Lensa within 30 days of the change at 17 W Gay Street Suite 50, West Chester PA 19380, United States. By rejecting future changes, you are agreeing to arbitrate any dispute between you and Lensa according to this current provision.

If you do not agree to resolve disputes in this way, you may elect to “opt out” of this provision within 30 days of the time you agree to the terms of this Agreement. If you elect to opt out, you will remain subject to all other terms of this Agreement except this provision, which will not apply to you. To opt out of this provision, email [email protected] with the subject line “Arbitration Opt Out” within 30 days of the date you agreed to the terms of this Agreement.

12. Copyright Complaints

12.1. We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act (DMCA). If you believe that content or material on our Services or Site or Mobile App is unlawfully infringing a copyright owned by you, and wish to have the allegedly infringing material(s) removed or access to it blocked, you must provide notice to our Copyright Agent at [email protected]. Please ensure that your notice includes: (i) identification of the copyrighted work(s) claimed to have been infringed; (ii) identification of the supposedly infringing material that is to be removed; (iii) information reasonably sufficient to permit Us to locate the material on the Services; (iv) your address, telephone number, or email address; (v) a statement that you have a good faith belief that use of the material is in fact infringing and/or not authorized by the copyright owner, its agent, or the law; (vi) a statement that, under penalty of perjury, the information in the notification is accurate and where relevant you are authorized to act on behalf of the copyright owner; and (vii) your physical or electronic signature.

12.2. A provider of content subject to a claim of infringement may make a counter­ notification. To file a counter-notification with Us, please provide our Copyright Agent a notice containing the following: (i) identification of the supposedly infringing material that is to be removed; (ii) a statement that, under penalty of perjury, you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your postal address is located, and that you will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and (iv) the signature, physical or electronic, of you or a person authorized to act on your behalf.

12.3. We will promptly provide the party that provided the notice of claimed infringement with a copy of the counter-notification, and inform the complaining party that We will restore the removed or disabled content within fourteen (14) business days. If We do not receive notice that a lawsuit has been filed within fourteen (14) business days after We provide notice of the counter-notification, We will restore the removed or disabled materials. Until that time, the materials will remain removed or disabled. Before filing a copyright notification with Us, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether there is infringement, it may be advisable to seek legal counsel.

12.4. It is Lensa’s policy, in appropriate circumstances, to terminate the accounts of users who are repeat infringers or are repeatedly charged with infringement.

13. Contact

13.1. If you have questions about the Site or Mobile App, our Services, your account, your applications, job alerts, User Data, or relating to any other question, please contact Customer Service at [email protected]

14. Miscellaneous

14.1. All matters relating to this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction). If the agreement to arbitrate in this Agreement is found not to apply to any legal suit, action, or proceeding arising out of, or related to, this Agreement, you agree to the exclusive jurisdiction of the state and federal courts in Pennsylvania to resolve your claim, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

14.2. You agree that all notices will be sent from Lensa to you either to the email or postal address you have on file with Lensa. In either case, delivery shall be deemed to have been made five (5) days after the date sent.

14.3. Notices from you to Lensa shall be made either by email, sent to [email protected], in addition to certified mail with return receipt requested Lensa, Inc’s address at: 17 W Gay Street Suite 50, West Chester PA 19380, United States.

14.4. You may not assign this Agreement for any reason. Any such attempted assignment shall be null and void and a breach of this Agreement.

14.5. The parties hereto are and shall remain independent. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the parties. Neither party shall have the right to obligate or bind the other party in any manner to any third party.

14.6. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.

14.7. The waiver by you of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

14.8. This Agreement, together with the Lensa’s Privacy Policy (https://lensa.com/privacy-policy/) constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement.