Terms and Conditions

LenFlash Terms of Service

Effective date: 2018

This Terms of Service (“Terms”) is a statement of rules and a contract between LenFlash, Inc., a New York company (“LenFlash,” the “Company,” “us,” “we,” or “our”) and Users. Users are businesses, not individuals, that use our services ("User(s)," "you," "your," or “Customer”) for creating and managing visual content for e-commerce such asphotography, videography, editing, and augmented reality (“Services”). These Terms were created and prepared by LenFlash, please read it carefully before using any of the Services. Your use and continued use of the Services in any way means that: (i) you agree to all of these Terms; and (ii) these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in our Privacy Policy.

Introduction

Welcome to LenFlash. LenFlash streamlines photography-related services for business. These Terms and the Privacy Policy apply to all Users and govern a User’s access to and use of the Services. By accessing or using the Services, the User agrees to be bound by these Terms as if these Terms were signed by the User in ink on a hard-copy agreement.

LenFlash makes every effort to protect and secure the Personal Information a User shares by using the Services. The collection and storage of any Personal Information is subject to the terms enumerated in LenFlash’s Privacy Policy, which is incorporated in these Terms as if set forth at length herein.

Should the User encounter any bugs, glitches, or other forms of troubleshooting related issues, please contact us by clicking HERE and filling out a messaging form..

These Terms are intended to act as a contract between LenFlash and all Users, as well as others who access or use the Services. The terms, restrictions, disclaimers, and other legal notifications will affect the way the Users access and use our Services.

Changes to the Terms

We are constantly trying to improve our Services. Accordingly, these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://LenFlash.com, provide a pop-up when you log-in, and/or notify you by some other means in the sole discretion of LenFlash. LenFlash is not obligated to provide more than one form of notice, which can be just a notification on the site.

If you do not agree with the new Terms, you are free to reject them, meaning you will unfortunately no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, this means you agree to all of the changes.

Except for changes by us as described herein, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and LenFlash.

Services and Account Set up

LenFlash creates and manages visual content uploaded or shared with us. In order to create an account, a User will:

1. Create an account (either initially or through the ordering process);
   
2. Place an order on the Website; and
3. The Website generates the invoice, which is subject to adjustment based on the type of order, the quality of the images/videos, and the complexity of the project. If an adjustment needs to be made to an invoice, the User will be able to view the adjusted invoice/price in real time;;  
   

Clients have different options to pay an invoice: (i) credit card; (ii) third party payors like Paypal Payments; (iii) wire transfers; (iv) electronic funds transfer; (v) check; (vi) money order; and/or (vii) cash payments. LenFlash uses third-parties, like Stripe, to process all payments.

Kindly refer to your Invoice to determine whether revisions are included in the cost. Also, LenFlash will not provide a refund if the Services are commenced. In other words, the fee is earned upon receipt. In limited circumstances, LenFlash will provide a refund or credit in the event You overpay but will only do so once the funds clear LenFlash’s bank account.

You may be able to access certain parts or features of the Services by using your account credentials from other services (“Third-Party Account”), such as those offered by Paypal, or other payment services. By using the Services through a Third-Party Account, you permit us to access certain information from such accounts for use by the Services. When using a Third-Party Account you will be subject to the terms and conditions and privacy policy of those accounts.  

You represent and warrant you are an individual of legal age to form a binding contract and have the authority to bind the organization for which you are creating an account. You will only use the Services for commercial use, not on behalf of or for an individual or for the benefit of any third-party, and only in a manner that complies with all laws applying to you. If your use of the Services is prohibited by applicable laws, then you are not authorized to use the Services.

You will not share your LenFlash user ID, account, or password with anyone, and you must protect the security of your LenFlash user ID, account, password, and any other access tools or credentials. You are responsible for any activity associated with your LenFlash user ID and account.

Rules of User Conduct

Restrictions on Use of the Services

You represent, warrant, and agree you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

1. infringes or violates the intellectual property rights or any other rights of anyone else, including LenFlash;
2. violates any law or regulation, including without limitation any applicable export control laws, privacy laws, or any other purpose not reasonably intended by LenFlash;
   
3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
   
4. jeopardizes the security of your LenFlash user ID, account, or anyone else’s, including allowing someone else to log into the Services as you;
   
5. attempts, in any manner, to obtain the password, account, or other security information from any other user;
   
6. violates the security of any computer network, or cracks any passwords or security encryption codes;
   
7. runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services, which includes placing an unreasonable load on the Services’ infrastructure;
   
8. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content by using manual or automated means;
   
9. copies or stores any significant portion of the Content; or
   
10. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
    

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Rights for Content

The materials displayed, performed, or available on or through the Services, including but not limited to text, graphics, data, articles, photos, images, illustrations, and so forth (collectively known as “Content”), are protected by copyright and/or other intellectual property laws. You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you further agree not to use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any Content not owned by you either: (i) without the prior consent of the owner of that Content; or (ii) in a way that violates someone else’s, including LenFlash's, rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use, i.e., to download and display Content. You expressly agree and understand that LenFlash owns the Content.

In addition, LenFlash solely and exclusively owns the images, i.e., the Content, related to the Services unless the Customer is using LenFlash solely for retouching or post production only. In such a limited situation, the Customer would own the image. For all other Services, LenFlash owns the images and all rights associated therewith. LenFlash gives Customers a non-exclusive, unlimited, worldwide license to use the images. The Customer’s rights to use images are subject to LenFlash’s ability to withdraw or limit the license in LenFlash’s sole discretion at any time and for any reason subject to notifying Customer in writing.

Responsibilities for Website Use

Any information or Content publicly posted or privately transmitted through the Services or associated with any other publication is the sole responsibility of the individual or organization from whom such Content originated. Moreover, LenFlash is not liable for any errors or omissions in that information or Content, or for any damages or loss you might suffer in connection with it. We cannot control, and have no duty to take any action, over how you may interpret and/or use the Content or what actions you may take as a result of having been exposed to the Content. As such, you hereby agree to release LenFlash from all liability for you having acquired or not acquired Content through the Services. LenFlash cannot guarantee the identity of any users with whom you interact in using the Services and are not responsible for those users who gain access to the Services.

If You are providing Content to LenFlash for the purpose of LenFlash performing the Services outlined here, you specifically warrant, represent, and agree that you have the legal authority and ability to use that image, including that You have obtained any appropriate consent from any individual in any image. You agree to indemnify and hold LenFlash harmless from and against any action brought against LenFlash for any image you provide to LenFlash, including those images of any minor.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by LenFlash. When you access third-party websites or use third-party services, you accept there are risks in doing so and that LenFlash is not responsible for such risks. You hereby specifically indemnify and hold LenFlash harmless for any and all risks associated with using or accessing third-party websites or using third-party services, even those available to you through the LenFlash Services and/or website.

LenFlash has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third-party that you interact with through the Services. In addition, LenFlash will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services to read the terms and conditions and privacy policy of each third-party website or service you visit or utilize. By using the Services, you release and hold LenFlash harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third-parties. You agree LenFlash shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site or Services, or between users and any third-party, you agree LenFlash is under no obligation to become involved. In the event you have a dispute with one or more other users, you release LenFlash, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, and/or disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

Changes to Services

We are always trying to improve our Services, which may change over time. We may also suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try to give you notice when we make a material change to the Services adversely affecting you, but this is understandably not always practical. We reserve the right to remove any Content from the Services at any time and for any reason, including but not limited to if someone alleges you contributed that Content in violation of these Terms, in our sole discretion, and without notice.

Other Sites and the Application

The Services contain links to other independent third-party web sites, and we provide links to third-party websites as part of the Services (in all cases “Linked Sites”). These Linked Sites are provided solely as a convenience to you and based upon your Client Information or the Content you elect to view. Be advised these Linked Sites are not under our control, and we are not responsible for and do not endorse the content of such Linked Sites, including any products, information, or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. Some of the content served by us will be from merchant sites. Sales through these sites may generate a commission payable to us. We accept no responsibility for reviewing changes or updates, nor the quality, content, policies, nature, or reliability of third-party web sites, including without limitation Linked Sites and websites linking to the Site or Application. You should review applicable terms and policies, including privacy and data gathering practices, of third-party web sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.

Non-Solicitation

You understand and agree that LenFlash provides unique, customized Services which includes certain confidential information and trade secrets. Therefore, while using the Services, and for a period of one (1) year immediately thereafter, the Customer agrees not to solicit any employee or independent contractor of LenFlash on behalf of any other business enterprise, nor shall you induce any employee or independent contractor of LenFlash to terminate or breach an employment, contractual, or other relationship with LenFlash.

For a period of one (1) year following the termination of your relationship with LenFlash, the Customer shall not, directly or indirectly, disclose to any person, firm, or corporation the names or addresses of any of the Customers of LenFlash or any other information pertaining to them. Neither shall you call on, solicit, take away, or attempt to call on, solicit, or take away any customer of LenFlash whom you have called or whom you became acquainted with during the term of your relationship, as the direct or indirect result of your relationship with LenFlash.

General Legal Provisions

Warranty Disclaimer

LenFlash and its licensors, suppliers, partners, parent, subsidiaries, or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, and each of their respective successors and assigns (LenFlash and all such parties together known as “LenFlash Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services. The LenFlash Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages, or liabilities arising out of use of, or in any way related to your participation in, the Services. The LenFlash Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY LENFLASH (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL ANY OF THE LENFLASH PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity.

You agree to indemnify and hold the LenFlash Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses, including attorneys’ fees, arising from or in any way related to any claims pertaining to (a) your use of the Services, including any actions taken by a third-party using your account, and (b) your violation of these Terms.

Assignment.

You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way, by operation of law or otherwise, without LenFlash's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law.

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement.

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with LenFlash and limits the manner you can seek relief from LenFlash. Both you and LenFlash acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, LenFlash's officers, directors, employees, and independent contractors (“Personnel”) are third-party beneficiaries of these Terms. Furthermore, upon your acceptance of these Terms, Personnel will have the right, and will be deemed to have accepted the right, to enforce these Terms against you as the third-party beneficiary hereof.

1. Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Manhattan County, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
2. Costs of Arbitration. The Rules will govern payment of all arbitration fees. LenFlash will pay all arbitration fees for claims less than seventy-five thousand ($75,000.00) dollars. LenFlash will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. 
3. Small Claims Court; Infringement. Either you or LenFlash may assert claims, if they qualify, in small claims court in Manhattan County, New York or any United States county where you live or work. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. 
4. Waiver of Jury Trial. YOU AND LENFLASH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and LenFlash are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and LenFlash over whether to vacate or enforce an arbitration award, YOU AND LENFLASH WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor LenFlash is entitled to arbitration. Instead, all claims and disputes will be resolved in a court as set forth in (6) below. 
6. Exclusive Venue. If you send the opt-out notice in (5), and/or in any circumstances where the foregoing arbitration agreement permits either you or LenFlash to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party. Additionally, both you and LenFlash agree any judicial proceeding, other than small claims actions, will be brought in the state or federal courts located in, respectively, Manhattan County, New York, or the federal district where that county falls. 
7. Severability. If the prohibition against class actions and other claims brought on behalf of third-parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with LenFlash.

Entire Agreement

These Terms, together with the Privacy Policy, which is incorporated herein by this reference as if set forth herein in its entirety, constitute the entire, complete, and exclusive agreement between User and us regarding the Services, and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy, or precedent, with respect to the subject matter of these Terms and the Privacy Policy.

Amendments to these Terms

We reserve the right to modify, supplement, or replace these Terms, effective upon no less than thirty (30) days prior written notice. Upon opening the Services for the first time after any changes to these Terms are made, you will be prompted to review the Terms within the Services. Your continued use of the Services after any such update or modification shall confirm your agreement to the modified version of the Terms. If you do not want to agree to changes to the Terms, you may terminate your account with us, or otherwise terminate your use of the Services, prior to the modified Terms taking effect, in which case the prior set of Terms in effect as of the date of termination shall continue to control any disputes or other issues that may arise regarding your use of the Services. Only modifications, supplements, or replacements of these Terms as stated in this provision shall be valid and effective to amend the Terms. Any other purported amendments shall be void and of no force or effect.

No Informal Waivers, Agreements, or Representations

Any failure by any party to act with respect to a breach of these Terms by the User or others does not waive any right to act with respect to that breach or any subsequent breaches. Except as expressly and specifically contemplated by the Terms, no representations, statements, consents, waivers, or other acts or omissions by any party, LenFlash, or its Affiliates shall be deemed legally binding on the other party or its Affiliates, unless expressly and specifically documented in a writing that refers to the Terms and states expressly the intent to modify or supplement the Terms, and that an authorized officer of LenFlash has executed physically or electronically such a writing.

Severability

If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be illegal, void, or unenforceable, the provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the parties with respect to the provisions within the context of the overall Terms. If a court or arbitrator finds the modified provision invalid, illegal, void, or unenforceable, then the validity, legality, and enforceability of the remaining provisions of these Terms will not be affected.

Miscellaneous.

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services. The failure of either you or LenFlash to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, such provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and LenFlash agree these Terms are the complete and exclusive statement of the mutual understanding between you and LenFlash, and these Terms supersede and cancel all previous written and oral agreements, communications, and other understandings related to the subject matter of these Terms. You hereby acknowledge and agree you are not an employee, agent, partner, or joint venture of LenFlash, and you do not have any authority of any kind to bind LenFlash in any respect whatsoever.

Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and LenFlash agree there are no third-party beneficiaries intended under these Terms.

How to Contact Us

If you have any questions regarding this Terms of Service, please contact us by clicking HERE.

We will keep a copy of your message until we have had an opportunity to address your concern. We may archive your message for a certain period of time or discard it, but the email address associated with the message will not be used for any other purpose. Be advised we may also ask that you verify your identity prior to engaging in substantive discussions regarding your account.