Welcome to the ABB/Con-Cise Optical Group LLC (referred to as "ABB", "we," "us", or "our") online wholesale optical purchasing product and service offering (referred to as the "Service"). This page explains the terms by which you may use the Service.
BY CLICKING THE "AGREE" BUTTON FOR THE SERVICE, YOU HEREBY (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT ALL OF THE TERMS OF THE AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, OR ANY OF THE OTHER AGREEMENTS, DO NOT ACCESS OR USE ANY FEATURE OR SERVICE.
Please read this Terms of Service and the Agreement as a whole carefully to ensure that you understand each provision.
1. Use of Our Service
1.1 Our Service in a Snapshot:
ABB operates an online wholesale optical product and service offering. For purposes of the Agreement, any users who have registered for the Service will be referred to as a "User".
You may use the Service only if you can form a binding contract with ABB, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be 13 years old or older to use or access the Service, unless you are under 13 years old and your use of the Service is directly supervised by your parent or guardian. Any use or access to the Service by anyone under 13 who is not directly supervised by an adult is strictly prohibited and in violation of this Agreement. You must also be old enough wherever you are located be able to legally commit to a legal agreement. If you are not, you may not use the Service. The Service may not be available to any Users previously removed from the Service by ABB. By accessing and using the Service, you represent and warrant that you have the full right, power and authority to enter into the Agreement and to fully perform all of your obligations hereunder. You further represent and warrant that you are under no legal disability or contractual restriction that prevents you from entering into the Agreement.
1.3 License to use the ABB Service:
Subject to the terms and conditions of the Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable right to use the Service and as permitted by the features of the Service. ABB reserves all rights not expressly granted herein in the Service and the ABB Content (as defined below). ABB may terminate this right at any time for any reason or no reason.
Additional terms apply for the use and access to the ECP Portal, as below in the ECP Portal Terms and Conditions.
2. ABB Accounts
2.1 Your Account:
When you complete registration with the Service and provide all accurate information requested and required, you will be provided with an ABB account (an "Account"). Your ABB Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion via the Service. We may maintain different types of accounts for different types of Users. If you open an ABB Account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to the Agreement, and that you agree to the Agreement on the entity’s behalf. By connecting to ABB with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. We may also offer third party services we believe may benefit your use and access to the Service from time to time and if you accept such third party service, we may need to share your Account information with that third party service to optimize your use thereof.
2.2 Other Users accounts:
You may never use another User’s account without permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your Account, and you must keep your Account username and password secure. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account. You may not allow any other party to access or use the Service with your unique username, password, or other security code. You must notify ABB immediately of any breach of security or unauthorized use of your Account. ABB will not be liable for any losses caused by any unauthorized use of your Account.
2.3 Your Profile and Account Information:
You may control your User profile and how you interact with the Service by changing the settings in your Account. By providing ABB your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
ABB usernames are provided on a first-come, first-served basis and may not be offered for sale, sold, bought, solicited, or inactively held for future use. Inactive accounts may be renamed or revoked by ABB at any time without notification.
2.4 Employee Termination and Requirement to Change Your User Log-In Information
This is really important and if you don’t read and don’t take heed, you could cost yourself a lot of headaches and additional fees, so please take note — If you are an entity or organization and the person who controls or manages your Account ends his or her relationship or role with your entity, you must notify us of any new contact information. You are also strongly encouraged to change your username and password to ensure that the only persons you intend to access your Account, are the persons who have authorization to do so on your behalf. ABB has no way of knowing when you make these changes and it is 100% your responsibility to manage your Account correctly. Any issues or problems or any misuse of your Account that results from a failure to make changes when needed or update or manage an account properly is not ABB’s fault.
3. Service Rules
3.1 Restrictions for using the Service:
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the ABB servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes other than for your entity’s internal business needs; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiii) using any ABB Content (as defined below), including any ABB trademarks, in any manner that might tarnish, disparage, or reflect adversely on such ABB Content; (xiv) using any ABB trademark or any variant thereof including misspellings as a domain name or as part of a domain name, as a metatag, keyword, or any other type of programming code or data; (xv) adopting or using, without our prior written consent, any word or mark which is similar to or likely to be confused with ABB trademarks; (xvi) copying, imitating or using, in whole or in part, the look and feel of the Service (including but not limited to all page headers, custom graphics, button icons, and scripts) without the prior written consent of ABB or as otherwise expressly permitted via the ECP portal; or (xvii) framing or hotlinking to the Service or any content other than your own without the prior written consent of ABB or as specifically permitted under the ECP portal.
3.2 We may change the Service:
We may, without prior notice, change the Service or the way in which it is offered; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination if we believe that you have violated or are violating any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. If your account is terminated for any reason, you must obtain written authorization from ABB prior to establishing another account. If you attempt to establish another account without obtaining such authorization, ABB may permanently ban you from the Service. You may not have more than one active account at any time without the written consent of ABB in each instance.
You are solely responsible for your interactions with other ABB Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. ABB shall have no liability for your interactions with other Users, or for any User’s action or inaction in connection with the Service.
4. Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, code, images, analytics, Service usage detail and data, strategies, processes, methodologies, tools, idea, innovations, text, graphics, illustrations, logos, patents, suggested language and texts, trademarks, service marks, copyrights, photographs, audio, videos, music (the "ABB Content"), and all Intellectual Property Rights related thereto, are the exclusive property of ABB and its licensors to the Service. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, 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 ABB Content. Use of the ABB Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
For the purposes of the Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our services and products ("Ideas"). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ABB under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, ABB does not waive any rights to use similar or related ideas previously known to ABB, or developed by its personnel, or obtained from sources other than you.
By registering with and accessing or using the Service, you agree to the Terms of Sale, i.e., the terms and conditions which govern pricing, payment of fees relating to your use of the Service and purchase of any products. ABB may update the Terms of Sale, add new services or products for additional fees and charges, or amend fees and charges for existing services, at any time in our sole discretion.
7. Privacy and Security
8. ECP Portal Terms and Conditions
8.1 ECP Portal Terms and Conditions
The ABB ECP portal and service is an additional feature which ABB may, in its discretion, offer to customers from time to time. It is designed to permit businesses to offer a portal to its customers and patients where they can create individual User accounts for purposes of purchasing optical products online via the ABB Service ("ECP Portal").
If you are an entity or business and ABB permits you to use the ECP Portal, your access to or use of the ECP Portal is subject to these ECP Terms and Conditions.
ABB grants you a limited, non-exclusive, non-transferable license to access, display and use the ECP Portal, pursuant to the terms under this Terms of Service and any additional guidelines provided by ABB from time to time, in order to grant access to the ECP Portal to your patients and customers via your organization’s website, in the form and as required by ABB, but along with your User Content, in order for your patients or customers to purchase online optical products via the Service. When your patients use or access the ECP Portal, they will be considered a User under the Terms of Service and subject to all of the terms and conditions of the Agreement. Any other use of or access to the ECP Portal is strictly prohibited and you cannot do it. All other rights in and to the ECP Portal, including, without limitation, all copyright and other Intellectual Property Rights relating to it, are retained by ABB and/or its licensors as the case may be.
8.2 User Content
From time to time, we understand that you may wish to include content regarding your organization or entity to be displayed with or in connection with the ECP Portal. Any such information that you provide, display and any and all information generated by you and on your website is your "User Content". You agree that you have all rights necessary to use and display publicly and use any User Content. All content and anything you decide to publish or post is 100% completely and totally under your sole control. Also, you hereby agree to provide us with a right and license to use the User Content, if and to the extent necessary, for the Service and related services and as otherwise required for the ECP Portal.
8.3 Use of Content
In all cases, your User Content and any content you use or publish must comply with any and all rules and regulations and any platforms via which it is posted or published, and you are responsible for ensuring you are familiar with all such rules and regulations relating to the publishing or posting of any content. At a minimum, you must not publish or post any content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that would be deemed 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; (vi) 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); (vii) 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 (viii) contains any information or content that you know is not correct and current. You agree that any content, including User Content, that you publish or post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights or rights of privacy or publicity. You understand that publishing any content, including your User Content, with assistance or advice from the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
Notwithstanding anything to the contrary contained herein, ABB shall not be liable for any damages, costs or losses arising from your use of any ABB Content or any other content, any additions or combinations of User Content or ABB Content with other content, or the context in which the User Content, ABB Content or any other content is used by you.
8.4 Your representations
You hereby affirm, represent and warrant that: (1) any content you use, publish or post, including User Content, and ABB’s access to or use thereof as contemplated by this Agreement and the Service, will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy and publicity rights, and (2) to the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
8.5 Payment Terms for the ECP Portal
All Users of the ECP Portal shall be subject to this Terms of Service, including the Terms of Sale with regard to any purchases they make. When a User makes a purchase using the ECP Portal and ABB Service, ABB will reconcile the fees it retains with any amount owed to you per the terms agreed upon when you and ABB establish the ECP Portal and you complete the ECP Portal registration.
8.6. ECP Portal Termination
You can terminate this ECP Portal license by de-installing or removing the ECP Portal from your website, along with permanently destroying any copies or archives of it or accompanying materials (if applicable), and ceasing to use the ECP Portal for any purpose.
ABB can terminate this ECP Portal license without advanced notice if at any time you fail to comply with any of its terms, or as ABB is otherwise permitted under the Terms of Service.
Upon termination, you must immediately (i) cease using the ECP Portal for any purpose; (ii) de-install or remove it from your website, and destroy or delete all copies and archives of the ECP Portal or accompanying materials; and (iii) if requested, confirm to ABB in writing that you have complied with these requirements. Financial and payment obligations may survive as described under the Terms of Sale.
We reserve the right to revoke or amend the license granted by this ECP Portal license and replace it with an alternative for any reason.
9. Confidential Information
9.1 Confidential Information
You may not realize it but when you register and gain access to the Service, you get access to ABB confidential information. ABB "Confidential Information" is comprised of the terms of the Agreement, pricing for any Products, materials or information marked as confidential or proprietary and any other information displayed or provided via the Service which may include tips or strategies for offering designated products or services. You can only disclose Confidential Information to your advisors who have a need to know such, and you must not disclose or use, and will direct your representatives not to disclose or use, any ABB Confidential Information for any reason other than for your sole use and benefit of the Service in compliance with the Agreement. Any information which you can reasonably show you were lawfully in its possession of prior to receipt from ABB, information generally known to the public through no wrongful act of you or your representative or violation of the Agreement, or information you lawfully receive from a third party without an obligation of confidentiality, will not be considered Confidential Information.
9.2 Don’t Publicize Your Relationship With ABB
In addition to your confidentiality obligations herein, you will not make, and shall prevent your representatives from making, directly or indirectly, any public communication with respect to your relationship with ABB unless you are legally required to make such disclosure or you obtain ABB’s prior written consent. If you desire to make a public communication or are legally required to make such disclosure, you must first provide to ABB a copy of the proposed communication or disclosure, if applicable, the reasons that such disclosure is legally required and the time and place and media through which the communication or disclosure will be made.
10. Third-Party Links
You agree to defend, indemnify and hold harmless ABB and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) any party’s access to or use of the Service with your username, password, or other applicable security code, profile details or Log-In Information, (iii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties under the Agreement; (iv) your violation of any third-party right, including without limitation any right of privacy, publicity, or Intellectual Property Rights; (v) your violation of any applicable law, rule, or regulation; or (vi) any claim or damages that arise as a result of any of your User Content or any content that is submitted and associated with your Account.
12. No Warranty
The Service is provided on an "as is" and "as available" basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, ABB, its subsidiaries, and its licensors do not warrant that the content, including without limitation ABB Content, is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or service or products received or otherwise obtained through the use of the Service is downloaded or used at your own risk and you will be solely responsible for any resulting damage, including but not limited to your computer system or mobile device or loss of data that results therefrom.
ABB does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the ABB Service or any hyperlinked website or service, and ABB will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
13. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall ABB, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the Service and any related services, features or products. Under no circumstances will ABB be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your Account or the information contained therein.
To the maximum extent permitted by applicable law, ABB assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Service or any products purchased via the Services; (iii) any unauthorized access to or use of our Service servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third party. To the maximum extent permitted under applicable law, in no event shall ABB, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to ABB hereunder under the applicable Order or $100.00, whichever is greater.
No action, regardless of form or nature, arising out of this agreement may be brought by or on behalf of you more than one (1) year after the cause of action first arose.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if ABB has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages as stated above, in which case, the above limitations or exclusions will only apply to you to the fullest extent they are legally permissible. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
The Service is controlled and operated from its facilities in the United States. ABB makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
14. Governing Law
You agree that: (i) the Service shall be deemed solely based in New York; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over ABB, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Westchester County, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
For any dispute with ABB, you agree to first contact us at eSolutions@abbconcise.com and attempt to resolve the dispute with us informally. In the unlikely event that ABB has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any ABB claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in Westchester County, New York, unless you and ABB agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND ABB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ABB without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
16.2 Notification Procedures and Changes to the Agreement:
ABB may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by ABB in our sole discretion. ABB reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. ABB is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. ABB may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Agreement. If you do not agree to any of these terms or any future terms and conditions in the Agreement, do not use or access (or continue to access) the Service.
16.3 Entire Agreement/Severability:
16.4 No Waiver:
No waiver of any term of the Agreement shall be deemed a further or continuing waiver of such term or any other term, and ABB’s failure to assert any right or provision under the Agreement shall not constitute a waiver of such right or provision.
Please contact us at 1-800-852-8089 or eSolutions@abbconcise.com with any questions regarding the Agreement.