We’ve drafted this User Agreement (which we call the “Agreement”), so you’ll know the rules that govern your subscription to the features and functions of the Spectacles software service (the “Service”), including any Updates (defined below) thereto. Ancillary to the Service, we will make available the Spectacles hardware product (“Device”) for your use in connection with the Service.

Please read this Agreement carefully.  By enrolling in a subscription to and using the Service, you’re agreeing to be bound by this Agreement. Although we have tried our best to strip the legalese from this Agreement, there are places where this Agreement may still read like a traditional contract. There’s a good reason for that: this Agreement does indeed form a legally binding contract between you and Snap LLC (if you live in the United States or Canada) or Snap Group Limited (if you live outside the United States or Canada). Both of these entities are referred to as “Snap“ in this Agreement.

This Agreement incorporates by reference our Snap Terms of Service. The subscription Service is a “Service” as defined in the Snap Terms of Service, which among other things, means your use of the Service is subject to the disclaimers and limitations of liability in our Snap Terms of Service. Please also review our Privacy Policy and our Spectacles 2024 Supplemental Privacy Policy to learn how we handle information when you use the Services. You agree that we can collect, use, and share your information consistent with those policies. To the extent this Agreement conflicts with our Snap Terms of Service or any other agreement expressly incorporated above or any written insert included in the packaging with the Service, and unless provided otherwise under any applicable law, statute, rule or regulation (collectively, “Applicable Law”), this Agreement governs but only with respect to your use of the Service and not other Snap “Services” as defined in the Snap Terms of Service.

You affirm that you are competent, are at least 18 years old, and are authorized to agree to and abide by this Agreement.

If you use the Service on behalf of a business or other legal entity, you affirm that you are authorized to agree to this Agreement on behalf of the business or other legal entity. You agree that the terms “you” and “your,” as used throughout this Agreement, apply to both you and the business or other legal entity, as applicable.

ARBITRATION NOTICE: THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION A LITTLE LATER ON. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION PROVISION OF OUR SNAP TERMS OF SERVICE, YOU AND SNAP AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND SNAP WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

IF YOU LIVE OUTSIDE THE UNITED STATES, THERE MAY BE SOME ADDITIONAL PROVISIONS THAT APPLY TO YOUR AGREEMENT WITH US.  PLEASE REFER TO SECTION 13 AT THE END OF THE AGREEMENT FOR ANY COUNTRY-SPECIFIC PROVISIONS. THE PROVISIONS OF THIS AGREEMENT DO NOT AFFECT STATUTORY RIGHTS YOU MIGHT HAVE UNDER THE LAWS IN THE COUNTRY WHERE YOU LIVE.

You may sign up for a subscription to use the Service, and during your Subscription Term (as defined below), a Device will be made available to you solely in connection with your use of the Service. Snap will remain the owner of each Device. You will not own, or have the right to use, the Device separate and apart from the use of the Service. You may not at any time: (a) make the Device available for sale or lease; (b) grant any third party any right to use, possess or control the Device; (c) attempt to dispose of, give away, or abandon, any Device; or (d) lease, sell or grant any interest or right in the Device to any third party, in each case, without our prior written consent. PLEASE NOTE: In order to access and use the features and functions of the Device, you will need to have an active subscription to use the Services.  In the event your subscription expires or is terminated for any reason, the Device may be non-functional or its use may be significantly degraded.

a.          Third-Party Equipment. You are solely responsible for verifying the compatibility of the Device with other applicable equipment. We will not be liable to you (to pay a refund or otherwise) if your equipment is not compatible with the Device. Also keep in mind that you’ll need to have a Snapchat account to log in and use the Service and Device, and that your access and use of your Snapchat account with the Service is governed by the Snap Terms of Service. Snap’s obligations only apply to the Device that Snap provides to you with your subscription to the Service. We are not responsible for any loss of data or damage to the Device if you use it with third-party products, software or applications, and we are not responsible for any damage to third-party products, software or applications you use with the Device.

b.          Safety Warnings. We or our manufacturing partners may provide you with certain safety warnings, information, manuals, guidelines and product inserts (collectively, the “Safety Warnings”) for the Service or Device that address the particular safety measures that you must follow when using the Service or Device. When followed, Safety Warnings are intended to reduce risks of personal injury, discomfort, and property damage, but are not a guarantee against such injury, discomfort or damage. Only operate the Device after you have a clear understanding of the Safety Warnings and do not let others use or interact with the Device unless they have also been made aware of and agree to the Safety Warnings.

c.          License Grant. During the Subscription Term, we grant you a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable, non-sublicensable license to use any software or firmware installed on the Device  (“Licensed Software”) on the following terms (and this license terminates automatically if you fail to comply with the restrictions set forth in this license grant):

You may use the Licensed Software solely as included in the Device and for your personal or internal business use.

We may provide, and automatically download and install, Updates (as defined below) to the Licensed Software, all of which will be subject to the rights and restrictions of this Agreement. You agree that you will not, and you will not allow any third party to (or authorize or facilitate their ability to), engage in any of the following without our prior written consent or except as expressly permitted by Applicable Law: (a) alter, modify, adapt, translate, reverse engineer, decompile, or disassemble the Licensed Software or Device (except to the extent any Applicable Law specifically prohibits such restrictions); (b) attempt to (i) defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Licensed Software or Device, including any such mechanism used to restrict or control the functionality of the Licensed Software or Device; or (ii) derive the source code or the underlying ideas, algorithms, structure, or organization from the Licensed Software or Device; (c) create derivative works based on the Licensed Software or Device, or any portion thereof; (d) copy the Licensed Software or Device; (e) remove any proprietary notices or labels on the Device; and (f) use, download, export, or re-export the Licensed Software in any manner other than as included in the Device or in a manner that otherwise violates Applicable Law.

You agree that we are not responsible for any loss, alteration, unavailability or corruption of, or any unauthorized access to or disclosure or use of, any data arising from, or related to, any alteration, modification, disassembly, reverse engineering or other unauthorized use of the Device or the Licensed Software by any person or entity, other than Snap and its authorized agents.

The Licensed Software may include third-party software governed by its own terms. Your use of third-party software is subject to any applicable terms, and Snap assumes no responsibility for, and makes no warranty with respect to, any third-party software.

The Licensed Software is licensed, not sold, under this Agreement. Title, ownership rights, and intellectual property rights in and to the Device and Licensed Software remain with (as applicable) us and our licensors and affiliates. Snap reserves all rights not expressly granted in this Agreement.

d.          Updates. During the Subscription Term (as defined below), Snap may provide patches, bug fixes, updates, or upgrades (collectively, “Updates”) to the Licensed Software that must be installed in order for you to continue to use the Device and Service. Snap may apply Updates remotely without notifying you, and you hereby consent to such remote application. Snap may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Licensed Software at any time. You also acknowledge the Licensed Software, or portions of it, may cease to be available to you at any time without notice from Snap, including after an Update is applied. Except as provided in Section 5 below, Snap does not have any maintenance or support obligations with respect to the Device.  You also acknowledge that failure to install Updates may render the Device or Service non-functional or with degraded functionality.

e.          Spectacles Companion App. You will need to download the Spectacles companion mobile application (the “Spectacles App”). The Spectacles App is considered a “Service” under the Snap Terms of Service, and your access to and use of the Spectacles App will at all times be subject to the Snap Terms of Service.

a. Orders, Subscription Term, Pricing, and Shipping

i.           Orders. After you submit your order for a subscription to the Service, we’ll process it and, if your order is accepted, we’ll send you an order confirmation email to the email address you provided. That email will include an estimated shipping date. We may need to carry out verifications before accepting your order. If you have any questions or notice an error in an order you’ve submitted, please contact us at support@spectacles.com. All orders are subject to availability of stock. We reserve the right any time to reject or cancel your subscription sign-up (including after our confirmation of your subscription).

ii.         Subscription Term. You will be charged the monthly subscription fee stated on the checkout page when you agreed to your subscription each month (or other payment frequency stated on your checkout page when you agreed to your subscription) for your subscription (“Subscription Fee”).  Your subscription will begin on your subscription order date and will continue until canceled by you after the Commitment Period (as defined below), or by us at any time (the “Subscription Term”).

iii.        Commitment Period. Your subscription includes an initial Commitment Period of 12 months (or other such Commitment Period stated on your checkout page when you agreed to your subscription) (“Commitment Period”). For example, this means that if your Commitment Period is 12 months, then in addition to the initial payment you make at checkout for the first month of your subscription, you are committing to make 11 more payments for the next 11 months of your subscription (unless you have chosen a different payment frequency stated on your checkout page when you agreed to your subscription), for a total Commitment Period of 12 months.  YOU CANNOT CANCEL YOUR SUBSCRIPTION TO AVOID BEING AUTOMATICALLY CHARGED FOR THE RENEWALS DURING YOUR COMMITMENT PERIOD.

iv.        Automatic Renewal and Monthly Charges. UNLESS YOU CANCEL BEFORE THE END OF YOUR COMMITMENT PERIOD, YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ANOTHER MONTH AT THE END OF THE COMMITMENT PERIOD AND WILL CONTINUE MONTH TO MONTH UNTIL YOU CANCEL.  Until (1) your Subscription Term is canceled or terminated ends or (2) your Commitment Period ends and you have canceled, you will be automatically charged each month (or other payment frequency stated on your checkout page when you agreed to your subscription) for another subscription period. You can cancel your subscription by selecting the cancellation option found on your Spectacles service account page or by selecting the auto-populated email option on the Support Page or by emailing us at support@spectacles.com requesting cancellation of the subscription.  If you cancel during your Commitment Period, you will still be charged each month left in your Commitment Period, but your subscription will end at the end of your Commitment Period or, if you have already paid for the Commitment Period up front, you will not receive any refund, but the subscription will end after the Commitment Period. 

v.          Cancellation After Commitment Period. If you cancel after your Commitment Period, your subscription will continue until the end of the subscription period during which you canceled and you will not receive a partial refund for that period, but your subscription will not renew for a further period.  However, following your Commitment Period, you must cancel at least 4 days before the end of the current subscription period in order to avoid the next renewal and charge. 

vi.        Pricing & Service Descriptions. We may in our sole discretion change Service and subscription prices prospectively without notice. For clarity, any pricing changes will not affect any then-active subscription. While we do our best to describe the Service as accurately as possible, if any pricing or specification error occurs, we have the right to refuse or cancel your order at our sole discretion at any time prior to order confirmation (or later if the error is obvious). Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering.

vii.      Shipping. We offer delivery of the Device to valid addresses within the country where the subscription was entered into. Estimated shipping dates are not guaranteed and the actual shipping date will depend on a variety of factors. You’ll need to provide us with your shipping address when you submit your order. We’re not responsible for any errors in what you submit, and we are not obliged to determine correct shipping information if what you’ve submitted is not correct. Please carefully review the shipping address in your order before you submit it, and notify us of errors or omissions as soon as possible. Risk of loss for any Device you order from us transfers to you as soon as we deliver the Device to the carrier.

b.          Payment, Cost, Fees, and Taxes

i.           Payment Methods. Before you can start your subscription, you will be required to provide us or our third-party payment processor with a valid payment method and associated payment information that you are authorized to use. By submitting that information to us or our third-party payment processor, you authorize us or the payment processor (as applicable) to charge your card or other payment method when you submit your order and on a monthly (or other payment frequency stated on your checkout page when you agreed to your subscription) recurring basis for the Subscription Fee until your subscription expires, is canceled or is terminated in accordance with this Agreement. By submitting your order, you are also authorizing us to charge your card for the lost or damaged Device fee stated on your checkout page when you agreed to your subscription (“Lost or Damaged Product Fee”) if you lose or damage the Device.

ii.         Cost, Fees, and Taxes. Please confirm that all details of your purchase are correct before submitting your order. If your order is subject to sales taxes, value added taxes or other governmental fees, this will be included in the price displayed at checkout. When you submit your order, you agree to pay us the initial monthly Subscription Fee, along with any delivery charges, taxes and fees as stated in the checkout page. Failure to pay us those costs will result in cancellation of your order.  If your original payment method is declined when payment for a monthly Subscription Fee is requested, your subscription may be terminated or suspended until you pay. You agree to pay all taxes, fees and charges incurred in connection with your purchase at the rates in effect when the charges were incurred. For example, if you purchase with a payment card issued through a bank based outside the territory where you make your purchase, your bank may charge you foreign transaction fees and other similar fees. Your payment will be processed before the Service is made available or any Device is sent for delivery. You authorize us or our third-party payment processor to store your payment card information to charge your payment method and handle refunds in connection with your order. If we do not receive payment from your payment card or other payment method issuer or their agents, you remain obliged and agree to pay all amounts due upon request from us or our agents.

iii.        Account Codes/Credits. At our discretion, we may on occasion provide a code or credit in an amount determined by us, which may be subject to additional terms and restrictions that we will provide to you. You agree that any codes and credits: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service or otherwise); (d) may be disabled or have additional conditions applied to them by us at any time for any reason; (e) may only be used pursuant to the specific terms established by us; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.

iv.        Other Payment Terms. Your agreement with your payment card issuer governs your use of your designated card to make a purchase hereunder, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. If you elect to pay through a third-party provider made available on the checkout page, then your purchase is also subject to the third-party provider’s terms and conditions. You may be responsible for paying unauthorized amounts billed to your payment method by a third party.

c.          Communications from Us. We may send you emails about your order, including about status, payment processing, refunds, and any changes, updates, or cancellations to your order. We may also send you emails about the Service and Device or, unless prohibited by Applicable Law, our other products and services. By submitting your order, you consent to receive the email communications described in this Agreement from us and our affiliates unless prohibited by Applicable Law. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that they be in writing.

d.          Our Right to Cancel. We reserve the right to decline or cancel your subscription to the Service at any time at our sole discretion. Without limiting the foregoing, we may need to decline or cancel your order or subscription to the Service, for example, if the Device to be provided with the Service is no longer available, if there is a pricing error, if you live in an area or at an address where we cannot or do not deliver the Device or Service, or if we suspect you of acquiring subscriptions to the Service in order to sell the Service or Device. If we decline or cancel your order, we’ll notify you at the email address you submitted with your order and, if we have already received payment from you for the canceled order, (i) in the event we have not yet shipped a Device to you, we will refund the amount we collected from you, and (ii) in the event we have already shipped a Device to you, we will refund the amount we collected from you following our receipt of the Device in its original packaging with all materials that were originally provided with the Device. In the event you do not return the Device in accordance with Section 2(e) within thirty (30) days of your receipt thereof, Snap may invoice your account separately for the Lost or Damaged Product Fee.

e.          Duties Upon Termination of Service

In the event your subscription expires or is terminated for any reason, the Device may be non-functional or its use may be significantly degraded. Upon expiration or termination of the Subscription Term, you will need to return the Device and all materials that were originally provided with the Device back to Snap within thirty (30) days of expiration or termination, as applicable.  If you do not return the Device within the applicable thirty (30) day period, or the Device is deemed by Snap to be damaged upon return (ordinary wear and tear excepted), Snap may invoice your account separately for the Lost or Damaged Product Fee.

a.          You represent and warrant that: (a) your use of the Service and Device will comply with all Applicable Law; (b) you have read, understand, and will follow all Safety Warnings; and (c) you will not misuse the Service or Device and only use the Service and Device as permitted under this Agreement.

b.          If you have signed up for the subscription, you represent and warrant that: (a) all information you have provided to us in connection with your order is accurate and complete; and (b) you will not use any payment card or other form of payment in connection with the subscription unless you have all necessary legal authorization to do so.

c.          Each party shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply under the laws of the country in which the parties are based. For parties in the U.S., this includes the Export Administration Regulations (EAR) and the economic sanctions programs implemented by the Office of Foreign Assets Control (OFAC).  You acknowledge that: (a) the transfer directly or indirectly of a Device contrary to United States law or any other Applicable Law is prohibited; (b) you are not a Restricted Party or located in a Restricted Country; (c) you are not controlled by or acting on behalf of any Restricted Party or anyone headquartered or located in a Restricted Country; and (d) neither you nor any of your employees, agents or contractors will transfer or allow any Device to be transferred to a Restricted Party or Restricted Country.  You shall not sell, export, re-export, transfer, divert, or make available the Device to an end user or end use specified in 15 C.F.R. Part 744 of the EAR, including but not limited to the design, production, or use of nuclear, missile, or chemical and biological weapons activities or systems.

i.           “Restricted Party” means any person or entity that is: (a) listed on any of the lists of persons or entities maintained by the United States government or any other applicable government that prohibit such persons or entities from receiving exports or services; (b) owned 50% or more by one or more parties on an OFAC list; (c) a national or resident of, or an entity or governmental authority in a Restricted Country; ​​or (d) a prohibited party identified on any other government export exclusion list or a member of a government of any Restricted Country.

ii.         “Restricted Country” means any country or territory that is or becomes subject to comprehensive OFAC or other government sanction control programs or prohibited from receiving Devices under applicable export controls (including, but not limited to, Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Luhansk People’s Republic, and Donetsk People’s Republic regions of Ukraine, and any other export-prohibited countries as identified in Applicable Laws).

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Snap, our affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to: (a) your use of the Service or Device, including any Licensed Software; (b) your violation or alleged violation of any laws in connection with your use of the Service or Device, including any Licensed Software; (c) any fraud or misrepresentation by you; or (d) any violation or alleged violation of this Agreement by you, including any actual or alleged breach of your representations, warranties, or obligations.

a.          During the Subscription Term, in the event any Device provided to you is rendered non-functional due to defects in materials and workmanship or fails to function substantially in accordance with any product documentation or materials provided, Snap will, following receipt of proper notice from you and as your sole and exclusive remedy, (in Snap’s sole discretion) either replace the Device, or request that you return the Device, in which case Snap will refund any prepaid Subscription Fee amounts on a prorated basis for periods that have not already commenced. If Snap requests that you return the Device and you do not do so within thirty (30) days, Snap may invoice your account separately for the Lost or Damaged Product Fee.

b.          Snap’s obligation under this Section 5 does not cover the following: (a) damage resulting from accidents or from normal wear and tear; (b) damage resulting from improper storage, misuse,  abuse or neglect, including, without limitation, scratches, cracks, or surface damage, or exposure to extreme conditions including extreme heat, dirt, or sand (“misuse” includes, without limitation, use in a manner or environment not in compliance with the recommendations in this Agreement, our online user manual, safety instructions, or other related documentation); (c) damages resulting from use in other improper conditions; (d) normal depletion of consumable parts such as batteries, unless occurring due to a defect in original materials or workmanship; and (e) any Devices that have been physically or electronically altered, modified, undergone unauthorized repairs, or exhibit third-party software changes.

Notwithstanding anything to the contrary, the disclaimers and limitation of liability provisions contained in our Snap Terms of Service apply to the Device and Service and all use of the Device and Service, even in cases where a limited warranty may not apply. NEITHER SNAP, SNAP’S AFFILIATES, NOR THEIR RESPECTIVE LICENSORS (COLLECTIVELY, “SNAP PARTIES”), MAKE ANY WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE OR DEVICE, INCLUDING ANY LICENSED SOFTWARE, AND EXPRESSLY DISCLAIM TO THE EXTENT PERMITTED BY APPLICABLE LAW THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE SNAP PARTIES ASSUME NO LIABILITY FOR ANY LOSS OF PROFITS OR REVENUES, LOSS OF DATA, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF ANY REPLACEMENT GOODS OR SUBSTITUTE EQUIPMENT, OR LOSS OF USE DURING THE PERIOD THE PRODUCT IS BEING REPLACED OR REPAIRED OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, MULTIPLE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN THE EVENT OF A DEVICE REPLACEMENT, THE SNAP PARTIES ARE NOT LIABLE FOR ANY ASSOCIATED DATA LOSS OR CONSEQUENTIAL DAMAGES OF ANY KIND.

FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SNAP PARTIES ASSUME NO LIABILITY FOR ANY ACCIDENT, INJURY, DEATH, LOSS, OR OTHER CLAIM RELATED TO OR RESULTING FROM THE MISUSE OF THE SERVICE OR DEVICE, INCLUDING THE LICENSED SOFTWARE. WE SPECIFICALLY ADVISE YOU AGAINST USING THE SERVICE OR DEVICE IN A MANNER INCONSISTENT WITH THIS AGREEMENT, OUR SAFETY WARNINGS AND ANY OTHER ACCOMPANYING DOCUMENTATION. IN NO EVENT WILL THE SNAP PARTIES’ LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU.

Some states, provinces and countries do not allow the exclusion or limitation of incidental or consequential damages, so limitations or exclusions in this provision may not apply to you. The disclaimers and limitations of liability above do not limit your rights under applicable local or national law, and do not apply to the extent liability cannot be disclaimed under Applicable Law, including applicable product liability and consumer protection statutes.

This Agreement is governed by the Choice of Law provision in our Snap Terms of Service.

ARBITRATION NOTIFICATION: EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION PROVISION OF OUR SNAP TERMS OF SERVICE, YOU AND SNAP AGREE THAT CLAIMS AND DISPUTES, INCLUDING STATUTORY CLAIMS AND DISPUTES, ARISING BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

For additional details about this arbitration procedure, please refer to the Arbitration provision of our Snap Terms of Service, which REQUIRES YOU AND SNAP TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

If you use the Service or Device or pair your Service or Device to Snapchat on behalf of a business, the Arbitration provision of our Snap Terms of Service will apply, except that the AAA Commercial Arbitration Rules will govern the arbitration instead of the AAA Consumer Arbitration Rules.

a. From time to time, we may revise this Agreement. You can determine when this Agreement was last revised by referring to the “Effective” date at the top of the Agreement. Please read the Introduction section of this Agreement to understand when the new Agreement becomes effective. You will be bound by the version of the Agreement in effect when you sign up for a subscription to the Service or first used the Service, whichever is later.

b. Any provision of this Agreement that expressly or by its nature is intended to remain in effect on or after termination of this Agreement or the expiration of licenses granted in this Agreement, will survive and will continue to bind you and us after that termination or expiration.

We will not be responsible for any delay or failure to comply with our obligations under this Agreement or for any Service or Device (including any Licensed Software) failure if the delay or failure arises from any force majeure event or any cause which is beyond our reasonable control.

The Services incorporate certain third party Application Programming Interfaces (APIs). By agreeing to this Agreement you agree to the YouTube Terms of Service and the Google Terms of Service.

a.          This Agreement does not create or confer any third-party beneficiary rights.

b.          No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

c.          We reserve all rights not expressly granted to you.

d.          If any provision of this Agreement is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be deemed severable from this Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement.

e.          To the extent permitted by law, you waive any applicable statutory or common-law right that may permit a contract to be construed against its drafter.

f.           We may assign our rights and obligations under this Agreement, in whole or in part, to any party at any time without notice. This Agreement may not be assigned by you, and you may not delegate your duties under it, without our prior written consent.

g.          The United Nations Convention on the International Sale of Goods does not apply to this Agreement.

h.          Users who choose to access the Services from locations outside the country in which we deliver the Device do so at their own initiative and are responsible for compliance with applicable local laws in that location.

i.           As used in this Agreement, “including” means including without limitation.

We welcome comments, questions, concerns, or suggestions by reaching out to us at 3000 31st Street, Santa Monica, California 90405, U.S.A. if you live in the United States and Canada, or Snap Group Limited, at 50 Cowcross Street, Floor 2, London, EC1M 6AL, United Kingdom, if you live outside the United States and Canada.

We always love to hear from you. But if you provide feedback, input, suggestions, proposed modifications, ideas, or improvements (collectively, “Feedback”), just know that by doing so, you grant Snap an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use your Feedback without compensating you for such use.

If you live in any of the countries listed below when you enroll in a subscription to the Service, the additional terms listed for that country below apply to you. In the event of an inconsistency between the provisions in this section and any other provisions in this document, the provisions in this section will apply to the extent of the inconsistency.

Countries in the European Union

Consumer rights

For non-professional users: for details regarding dispute resolution, please follow this link to the EU Commission's Online Dispute Resolution Platform http://ec.europa.eu/consumers/odr/.

In relation to Section 2 of this Agreement, if you are a consumer located in the European Union, when enrolling in a subscription to the Service, you have a statutory right to change your mind and withdraw from the contract within 14 days from the date of delivery of the Device (the “cancellation period”). By enrolling in the Service, you expressly consent to Snap permitting you to use the Service within the cancellation period and acknowledge that once the 14-day period has elapsed, you will lose your statutory right to cancel and your sole cancellation rights will be as set out elsewhere in this Agreement. If you need to cancel the Service during the cancellation period, you just need to follow the instructions provided in Section 2(a)(iv) of this Agreement. Once we receive your cancellation, you will receive an email confirmation. If you cancel the Service in accordance with this section of the Agreement during the cancellation period, you'll receive a partial refund of the payment you already made to commence the Service which will be pro-rated based on how many days into the Service you were when you cancelled.

Choice of law and jurisdiction

If you are not a professional user, any Choice of Law provided by this Agreement or by the Snap Terms of Service does not prevent the application of more protective dispositions of any other law also applicable to you.

If you are not a professional user, any Choice of Jurisdiction provided by this Agreement or by the Snap Terms of Service is not binding on you and you remain free to act before any other court which has jurisdiction.

Germany (in addition to those set out under “Countries in the European Union” above):

Nothing in this Agreement limits, excludes or modifies any statutory rights provided to you under German Law, including but not limited to German law on general terms and conditions. Further, the following provisions of this Agreement do not apply:

• Section 3(c)

• Section 4

• Section 8(b)

• Section 11(c) and (e)

The following provisions of this Agreement are modified as set out below:

• Clause 1. b.: Safety Alerts. We or our manufacturing partners will provide you with certain safety alerts, information, manuals, guidelines and product inserts (‘Safety Alerts’) for the Service or Device that relate to the particular safety actions you must take while using the Service or Device. The safety warnings are intended to reduce the risk of injury, discomfort and property damage. Do not operate the device if you have not read and understood the safety instructions, and do not allow other persons to use or interact with the device unless they have also read and understood the safety instructions.

• Clause 1. d.: Updates. During the Subscription Period, Snap will make available patches, bug fixes, updates or upgrades (‘Updates’) to the Licensed Software that must be installed in order for you to continue to use the Device and Service. Snap will perform the Updates remotely through Snap, to which you consent. Snap will notify you of the performance of each new Update. Snap may change, suspend, replace or discontinue the Licensed Software or restrict your access to the Licensed Software at any time. If Snap does not remotely install an update, Snap will notify you that a new update is available and give you the option to install that update on the Device. If you do not install the update provided by Snap, this may result in the device or service no longer working or only working to a limited extent.

• Clause 2. a.: Orders. Orders for a subscription to the Service are placed via our online store. The presentation of goods and services in our online store does not constitute a legally binding offer, but an invitation to order (invitatio ad offerendum). By clicking the ‘pay now’ button in the last step of the ordering process, you are making a binding offer to purchase or book the goods and/or services displayed in the order summary. After you have placed your order for a subscription to the Service, we will process it and, if we accept your order, we will send you an order confirmation by email to the email address you provided. This email will include an estimated delivery date. We may need to carry out verifications before accepting your order. If you have any questions or notice an error in any order you place, please contact us at support@spectacles.com. All orders are subject to stock availability. In this regard, we reserve the right to refuse or cancel your subscription registration at any time.

•  Clause 2. viii. is added: Technical steps to conclude the agreement and notification of input errors. As part of the ordering process, you first add the desired goods or services to the shopping cart. There you can change the desired quantity or remove selected goods or services at any time. If you have placed goods or services there, you will first reach a page where you can enter your data and then select the shipping and payment method by clicking on the ‘Next’ buttons. Finally, an overview page will open where you can check your information. If you have any questions or notice an error in an order you have placed, please contact us at support@spectacles.com. If you wish to completely cancel the order process, you can simply close your browser window. Otherwise, after clicking the confirmation button ‘Order with obligation to pay’, your declaration becomes binding.

• Clause 2. ix. is added: Storage of the text of the agreement. The provisions of the agreement, including information on the goods ordered and/or services booked, these General Terms and Conditions and the cancellation policy, will be sent to you by email upon your confirmation of subscription to the Service. We do not store the provisions of the agreement.

•  Clause 5. a.: Replacement of the device. In the event that a device provided to you is not functional during the subscription period due to defects in materials and workmanship or does not function substantially in accordance with the product documentation or materials provided, Snap will, upon receipt of a proper notification from you, either replace the device or request that you return the device, at Snap's sole discretion. In the latter case, Snap will refund any prepaid subscription fees on a pro-rata basis for the uninitiated periods. If Snap requests that you return the Device and you fail to do so within thirty (30) days, Snap may charge your account separately for the Lost or Damaged Product Fee.

•  Clause 5. b.: Snap's obligation under this Clause 5 of this Agreement does not extend to the following: (a) damage caused by accidents or normal wear and tear; (b) damage caused by improper storage, misuse or neglect, including but not limited to scratches, cracks or surface damage, or that are exposed to extreme conditions, including extreme heat, dirt or sand (‘misuse’ includes, but is not limited to, use in a manner or environment that is not consistent with the recommendations in this Agreement, our online user manual, safety instructions or other related materials); (c) damage resulting from use under other improper conditions ; (d) normal wear and tear of consumable parts, such as batteries, unless due to a defect in the original materials or workmanship; and (e) equipment that has been physically or electronically altered or modified, subjected to unauthorised repairs or that has software modifications made by a third party.

• Clause 6. Limitation of Liability. We shall only be liable for gross negligence and intent as well as for breach of a material contractual obligation, the fulfilment of which is essential to the proper performance of this contract and on the fulfilment of which the buyer can regularly rely (‘cardinal obligation’). In the event of a slightly negligent breach of a cardinal obligation, our liability shall be limited to the typical damage foreseeable at the time of conclusion of the contract.

• Clause 7: Governing law and jurisdiction: If you are a consumer, any choice of jurisdiction provided in this agreement or in the Snap Terms of Service will not be binding on you and you may continue to bring proceedings in any other court of competent jurisdiction.

If you are a consumer, a choice of law made in this agreement or in the Snap Terms of Service will not preclude the application of more protective provisions of any other law that is also applicable to you.

•  Clause 8: Amendment of this Agreement. We may revise this Agreement from time to time. You are bound by the version of this Agreement in effect at the time you order your subscription to the Service, which will be provided to you when you order.

France (in addition to those set out under “Countries in the European Union” above):

Nothing in this Agreement limits, excludes or modifies any statutory rights provided to you under French Law, including but not limited to the guarantee of conformity under the French Code de la Consommation. The guarantee of conformity is available to you during the course of this Agreement. For more information on the content, the duration and the modalities of the guarantee of conformity, please see the Support Page.

Pursuant to the Code de la Consommation, you are entitled to consumer mediation to resolve disputes between us. You may choose any of the mediators listed at http://www.economie.gouv.fr/mediation-conso/saisir-mediateur under "Commerce électronique - Vente à distance". Their contact details are available at the individual mediator websites listed there.

Regarding Section 2(a)(vii) on “Shipping”, according to the French Code de la consommation, risk of loss for any Device you order from us transfers to you as soon as you receive the Device.

Disclaimer: The arbitration notification provided by Section 7 does not apply to disputes involving non-professional users, except for the waiver of your right to participate in a class-action lawsuit or class-wide arbitration. See Snap Terms of Service.

Spain (in addition to those set out under “Countries in the European Union” above):

• During the Subscription Term, Snap is responsible for ensuring that the Device remains in good working condition. If the Device becomes defective or fails to function as intended during the subscription, Snap will repair or replace it at no additional cost to you. If a replacement is not provided within a reasonable time, or the defect significantly impairs the service, you may terminate the subscription without penalty.

• Upon termination of your subscription, you are required to return the Device in the same condition as it was provided, except for normal wear and tear. If the Device is not returned, or if it is returned damaged beyond normal wear and tear, Snap reserves the right to charge a fee for repair or replacement, which may be up to the amount of the Lost or Damaged Product Fee depending on the extent of the damage or loss.

• Snap will provide you with notice of any applicable fees for damages or non-return prior to charging your account. You will have the right to contest any fee within 15 days of receiving the notice, and Snap will provide a fair assessment of the damage or failure to return. Any contested claims will be resolved in accordance with Spanish consumer protection laws.

•    If Snap decides to change the subscription price, you will be notified at least 30 days in advance of the new price taking effect. If you do not agree with the new pricing, you have the right to cancel your subscription before the new pricing is applied, without penalty. If Snap terminates your subscription, refunds for any unused portion of the subscription will be issued within 14 days of the termination.

•    Snap reserves the right to unilaterally terminate your subscription in specific circumstances, including non-payment after prior notice and failure to remedy within a reasonable time, material breach of the agreement (such as misuse of the Device, unauthorized sale or transfer), failure to return the Device upon subscription termination, or legal obligations requiring termination. In all cases, Snap will provide at least 15 days' prior written notice to allow you to rectify any issues, except where immediate termination is legally required. You may contest any termination by contacting Snap within 15 days of receiving the notice. If termination occurs for reasons not attributable to your breach, Snap will refund any unused portion of your prepaid subscription.

Canada

To enter into this Agreement, you must both have reached the age of majority in your province or territory of residence and have the legal capacity to do so.

Canada: Quebec (in addition to those set out under “Canada“ above)

The following provisions apply to you only if you both (i) reside in the province of Quebec; and (ii) are a consumer to which the Quebec Consumer Protection Act applies. This Agreement is governed by the laws of the province of Quebec and the federal laws of Canada applicable therein.

•   Any reference to the “Commitment Period” in the Agreement does not apply to you.

• Section 2(b)(i) is replaced by the following:

i. Payment Methods. Before you can start your subscription, you will be required to provide us or our third-party payment processor with a valid payment method and associated payment information that you are authorized to use. By submitting that information to us or our third-party payment processor, you authorize us or the payment processor (as applicable) to charge your card or other payment method when you submit your order and on a monthly (or other payment frequency stated on your checkout page when you agreed to your subscription) recurring basis for the Subscription Fee until your subscription expires, is canceled or is terminated in accordance with this Agreement. By submitting your order, you also authorize us to charge your card for (a) the actual costs we incur to repair the Device if you damage it in violation of this Agreement, and (b) the actual loss we incur to replace the Device if you do not return it within the time prescribed in this Agreement. This loss shall be quantified based on the value of the Device at that time but shall not exceed the Lost or Damaged Product Fee.

• Section 2(a)(vi) is replaced by the following:

vi. Pricing & Service Descriptions. We may in our sole discretion change Service and subscription prices prospectively. In such a case, we may either, at our sole discretion, require that you consent to the changes or provide a notice of change drawn up in accordance with Applicable Law.

If we proceed by amendment by means of notice, you consent to the notice being provided to you by any means of communication for which we have your information, which means shall be determined in our sole discretion and includes your Snapchat account. In such a case, the notice will be provided to you at least 30 days in advance of the amendment coming into effect and will set out exclusively the new clause, or the amended clause and the clause as they read formerly, and the date of the coming into force of the amendment. If we provide by means of a prior notice, you may refuse the amendment and terminate the contract without cost, penalty or cancellation indemnity by sending us a notice to that effect no later than 30 days after the amendment comes into force, if the amendment entails an increase in your obligations or a reduction of ours.

If you do not agree with a proposed amendment, you must stop using the service before the coming into effect of the change. For clarity, any pricing changes will not affect any then-active subscription. While we do our best to describe the Service as accurately as possible, if any pricing or specification error occurs, we have the right to refuse or cancel your order at our sole discretion at any time prior to order confirmation (or later if the error is obvious). Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering.

•   Section 2(d) is replaced by the following:

d. Our Right to Cancel. We reserve the right to decline or cancel your subscription to the Service at any time, in accordance with Applicable Law. Without limiting the foregoing, we may need to decline or cancel your order or subscription to the Service, for example, if the Device to be provided with the Service is no longer available, if there is a pricing error, if you live in an area or at an address where we cannot or do not deliver the Device or Service, or if we suspect you of acquiring subscriptions to the Service in order to sell the Service or Device. If we decline or cancel your order, we’ll notify you at the email address you submitted with your order and, if we have already received payment from you for the canceled order, (i) in the event we have not yet shipped a Device to you, we will refund the amount we collected from you, and (ii) in the event we have already shipped a Device to you, we will refund the amount we collected from you following our receipt of the Device in its original packaging with all materials that were originally provided with the Device. In the event you do not return the Device in accordance with Section 2(e) within thirty (30) days of your receipt thereof, Snap may invoice your account as prescribed in Section 2(a)(b)(i).

•   Section 2(e) is replaced by the following:

e. Duties Upon Termination of Service. In the event your subscription expires or is terminated for any reason, the Device may be non-functional or its use may be significantly degraded. Upon expiration or termination of the Subscription Term, you will need to return the Device and all materials that were originally provided with the Device back to Snap within thirty (30) days of expiration or termination, as applicable.  If you do not return the Device within the applicable thirty (30) day period, or the Device is deemed by Snap to be damaged upon return (ordinary wear and tear excepted), Snap may invoice you as prescribed in Section 2(b)(i).

• Section 5(a) is replaced by the following:

a. During the Subscription Term, in the event any Device provided to you is rendered non-functional due to defects in materials and workmanship or fails to function substantially in accordance with any product documentation or materials provided, Snap may, following receipt of proper notice from you, in its sole discretion, either replace the Device, or request that you return the Device, in which case Snap will refund any prepaid Subscription Fee amounts on a prorated basis. If Snap requests that you return the Device and you do not do so within thirty (30) days, or if you do not return the Device within thirty (30) days of this Agreement being terminated, Snap may invoice your account as prescribed in Section 2(b)(i).

•   Section 6 does not apply to you.

•   The following Section is added to the Agreement:

Clause required under the Consumer Protection Act.

(Long-term contract of lease)

The consumer has no right of ownership in the goods leased.

The merchant shall assume the risk of loss or deterioration by superior force of the goods forming the object of this contract except where the consumer withholds the goods without right or, where such is the case, after ownership of the goods has been transferred to him by the merchant.

The consumer benefits from the same warranties respecting the leased goods as a consumer owning such goods.

Where the consumer is in default to perform his obligation in the manner prescribed in this contract, the merchant may:

(a)  either exact immediate payment of that which is due; or

(b)  retake possession of the goods forming the object of the contract.

Before retaking possession of the goods, the merchant must give the consumer a notice in writing of 30 days, during which time the consumer may, as he chooses:

(a)  remedy the fact that he is in default; or

(b)  return the goods to the merchant.

The consumer may also return the goods to the merchant at any time during the leasing period even if he has not received a notice of repossession.

If the consumer returns the goods to the merchant, the contract is rescinded of right. In such a case, the merchant is not bound to return to the consumer the amount of the payments due he has already received, and he cannot claim any damages other than those actually resulting, directly and immediately, from the rescission of the contract.

The merchant is bound to minimize his damages.

It is in the consumer’s interest to refer to sections 103, 150.10, 150.11 and 150.13 to 150.17 of the Consumer Protection Act (chapter P-40.1) and, where necessary, to communicate with the Office de la protection du consommateur.

Italy (in addition to those set out under “Countries in the European Union” above)

Nothing in this Agreement limits, excludes or modifies any statutory rights granted to you under Italian Law, including but not limited to those provided for by the Legislative Decree No. 206/2005, i.e., the Italian Consumer Code. The subscriber declares that it acknowledges the content of the above clauses and particularly of clauses under Sections 1.d, 2.a.1, 2.a.vi, and 2.e.d.

Netherlands (in addition to those set out under “Countries in the European Union” above):

In relation to Section 2(a)(iv) of this Agreement, if you are a consumer located in the Netherlands, you have a statutory right to cancel the Subscription at any time after the Commitment Period, subject to a one-month notice period, in which case Snap will, if applicable, refund any prepaid Subscription Fee amounts on a prorated basis based on how many days you used the Service in the month the Subscription terminates. 

Section 2(d) of this Agreement is replaced by the following: Our Right to Cancel. We may need to decline or cancel your order or subscription to the Service, for example, if the Device to be provided with the Service is no longer available, if there is a pricing error, if you live in an area or at an address where we cannot or do not deliver the Device or Service, or if we suspect you of acquiring subscriptions to the Service in order to sell the Service or Device. If we decline or cancel your order, we’ll notify you at the email address you submitted with your order and, if we have already received payment from you for the canceled order, (i) in the event we have not yet shipped a Device to you, we will refund the amount we collected from you, and (ii) in the event we have already shipped a Device to you, we will refund the amount we collected from you following our receipt of the Device in its original packaging with all materials that were originally provided with the Device. In the event you do not return the Device in accordance with Section 2(e) within thirty (30) days of your receipt thereof, Snap may invoice your account separately for the Lost or Damaged Product Fee.

Austria (in addition to those set out under “Countries in the European Union” above):

Nothing in this Agreement limits, excludes or modifies any statutory rights provided to you under Austrian Law, including but not limited to Austrian law on general terms and conditions. Further, the following provisions of this Agreement do not apply:

• Section 4

• Section 5 (a) provided that you are a non professional user

• Section 6 para 3

• Section 8(b)

• Section 11(c) and (e)

For non-professional users: regarding Section 2(a) (vii) on “Shipping”, risk of loss for any Device you order from us transfers to you as soon as you receive the Device. Provided that you are a non-professional user, regarding Section 2 (b) (i), (d), (e) and Section 5(a) on invoicing your account in case of loss, damage or return of the Device not in due time, Snap reserves the right to charge a fee for loss and damage of the device up to the amount of the Lost and Damaged Product Fee, depending on the extent of the damage or loss.

For non-professional users: Section 6 paragraph 2 applies as follows: PROVIDED THAT THERE IS NO GROSSLY NEGLIGENT OR INTENTIONAL MISCONDUCT OF SNAP, SNAP ASSUMES NO LIABILITY FOR ANY LOSS OF PROFITS OR REVENUES, LOSS OF DATA, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF ANY REPLACEMENT GOODS OR SUBSTITUTE EQUIPMENT, OR LOSS OF USE DURING THE PERIOD THE PRODUCT IS BEING REPLACED OR REPAIRED OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, MULTIPLE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN THE EVENT OF A DEVICE REPLACEMENT, SNAP IS NOT LIABLE FOR ANY ASSOCIATED DATA LOSS OR CONSEQUENTIAL DAMAGES OF ANY KIND.

Section 8(a) of this Agreement applies as follows: You are bound by the version of this Agreement that is in effect at the time you subscribe to the Service, which will be provided to you upon subscription.