Optica Custom Lens Design LLC
Terms and Conditions
By issuing a Purchase Order, providing a payment for services or by completing a Custom Lens Specification Sheet, the “Client” named on any of these documents agrees to be bound by these terms and conditions. These are the only terms under which Optica Custom Lens Design LLC (“Optica”) is offering to provide services and may not be modified except in a writing referencing these terms and signed by both Client and Optica. Terms contained on any purchase order (“PO”) issued by Client are null and void.
​
1. Services
Client hereby retains Optica for custom lens design services and manufacturing. As used in this Agreement, the “Quote” means the project Quote issued by Optica together with the Custom Lens Specification Sheet (“CLSS”), if any, and any project change memos.
1.1 Design and Manufacturing Services. If Optica has agreed to perform Design and Manufacturing Services, Client and Optica will agree on preliminary specifications. Optica will perform preliminary design work for feasibility. The specification will be revised by Optica to incorporate the feasibility information. Optica will prepare a Project Proposal with a Quote. Optica will begin services once Client approves the pricing and project, issues a PO and provides the downpayment. All Project Proposals are Confidential Information belonging to Optica and may only be used by Client to evaluate the Services outlined therein. Once Optica completes the design a final specification matching the design may be provided to Client. Lens Design Rights are only provided to Client if Client has paid the additional fee for the rights to the design. Once a design is approved by Client for manufacture, Optica will arrange manufacturing. Once the performance is accepted by Optica, the manufacturer either ships the lenses to Optica or directly to the Client.
​
1.2 Consulting Services and Analysis/Feasibility Studies. If Optica has agreed to perform consulting, analysis or feasibility services, such work will be completed on a time and materials basis at Optica’s then current rates. Optica will prepare a Quote based on information provided by Client. Pricing contained in a Quote will be valid for a period of thirty (30) days from the date of submission, unless otherwise noted. Optica may correct any clerical errors contained in a Quote, and Client agrees to the corrected pricing or other information. Once Client approves the pricing, issues a PO and provides the downpayment, Optica will begin services. Optica will require Client to submit a new PO if there are insufficient funds on the initial PO.
​
2. Payment
2.1 Client agrees to pay Optica for the services and goods requested from Optica. Client must pay the downpayment before services are started. Invoices issued by Optica are due and payable within thirty (30) days of receipt. All invoices are in US dollars. Pricing contained in a Quote will be valid for a period of thirty (30) days from the date of submission, unless otherwise noted. Optica may correct any clerical errors contained in a Quote, and Client agrees to the corrected pricing or other information. Optica may deduct any payment due Optica from any downpayment made by Client.
​
2.2 All hourly consulting fees shall be due and payable immediately upon Client’s receipt of the corresponding invoice, as invoices are issued only after the applicable work has been completed. Optica may deduct any payment due Optica from any downpayment made by Client.
​
2.3 Optica reserves the right to apply an interest charge of 1.5% per month, or the highest amount allowed by law, to all outstanding balances. In the event of early termination of this Agreement, for whatever reason, Client agrees to pay all for all work completed, materials that have been paid for, and any other work performed, up to the date of termination. Optica may deduct such payments from any downpayment made by Client. Client agrees to pay all reasonable costs of collection, including but not limited to attorney’s fees, should Client fail to pay any amount due hereunder.
​
3. Ownership and Intellectual Property Rights
3.1. Client Materials. Client will retain all right, title and interest in and to all Client specifications and other materials (if any) provided by Client to Optica.
​
3.2. Deliverables – Design and Manufacturing. Upon payment in full for the services or manufacturing performed by Optica, Optica grants client a worldwide right and license to use the materials Delivered by Optica to Client for a project. Optica retains all right, title and interest in and to all Optica pre-existing materials. Optica will retain all right, title and interest, including any copyright, in and to the items created as well as those delivered to Client.
​
3.3 Deliverables – Lens Design Rights. All right, tile and interest in and to files needed to manufacture a lens remains with Optica and will not be delivered to Client unless Client has purchased the Lens Design Rights. Upon payment in full of the fee for said files, Optica transfers its copyright and other rights in such files to Client.
​
4. Warranties and Limitation of Liability
4.1 Manufacturing Services. Optica warrants that for a period of 90 days from the delivery of goods, excluding prototypes, such goods will substantially conform to the most current version of the Optica specifications. Client understands that the specifications may have been updated.
​
4.2 Prototypes. Prototypes are produced exclusively for the purpose of evaluating and validating the design, manufacturability, and functional performance of a product. Prototypes are experimental in nature and are not warranted to meet design specifications, performance requirements, or any written or verbal expectations provided prior to testing. Optica expressly disclaims all warranties, express or implied, with respect to Prototypes, including any warranty of performance, durability, fitness for a particular purpose, or conformance to design. Any non-previously manufactured design by Optica, or its manufacturers, is deemed a prototype.
​
4.3 Limits of Warranties. There are no other warranties either express or implied. Optica makes no warranty of performance, merchantability, or fitness for a particular purpose. Simulation data, predicted performance, and modeling results are provided as good faith estimates only, Optica makes no representation that actual performance will exactly match simulated results.
​
4.4 Limits of Liability. Neither party will be liable for any indirect, special, punitive or consequential damages. In no event will Optica’s damages exceed the amount of money paid by Client for a specific project, regardless of the grounds for a claim, including but not limited to tort, personal injury or property damage. Client shall not seek to claim any damages against Optica’s owners, shareholders or officers.
​
4.5 Medical Regulatory Bodies Disclaimer. Optica does not provide regulatory review services. Client acknowledges that Client is solely responsible for addressing legal and medical regulatory body compliance; including but not limited to, HIPAA, FDA, FMRA of Canada, and MHRA. Under no circumstances will Optica and any other party contracted by Optica be liable to Client or any other party or organization for any direct, indirect, special, incidental or consequential penalties or damages of any kind related to or allegedly arising from Client’s failure to comply with medical regulatory body regulations of any kind. Client will indemnify and hold Optica harmless with respect to any damages or penalties arising from Client’s non-compliance with applicable laws or regulations.
​
5. Termination
5.1. These terms shall remain in effect until the work described in a Quote is complete or is terminated as provided below.
​
5.2 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days written notice to the other party for convenience.
​
5.3. Termination for Breach. Either party, upon giving written notice to the other party, may terminate this Agreement effective immediately:
​
5.3.1. If the other party breach any material provision of this Agreement and the breach is not remedied within ten (10) days of the party’s receipt of such notice; or
5.3.2. If the other party terminates or suspends its business, becomes subject to any bankruptcy, receivership or insolvency proceeding under Federal or state statute, or becomes subject to direct control by a trustee or similar authority.
​
5.4 Effect of Termination. Upon receipt of final payment, Licenses and rights transfers will survive the termination of this Agreement. Lens Design Rights will only transfer if Client has specifically purchased Lens Design Rights.
​
6. Confidential Information
6.1. Neither party shall use for its own benefit, nor disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other. Each party shall secure and protect the other party’s Confidential Information in a manner consistent with the precautions such party takes to protect its own confidential information, which shall in no event be less than the exercise of reasonable care. “Confidential Information” means all non-public information provided by one party to the other except for information that:
​
6.1.1. Was known to a party before it obtained the information from the other;
6.1.2. Is or becomes generally known to the public through no act or omission of the receiving party;
6.1.3. Was disclosed to a party by a third party having a bona fide right to possess and disclose the information; or
6.1.4. Is required to be disclosed by a legal or regulatory proceeding or order, provided that one party notifies the other in writing of any such requirement before disclosing such Confidential Information, and allows such other party to seek a protective order or other appropriate remedy.
​
6.2. Upon the request of either party or upon termination of the Agreement, each party will return the other party’s Confidential Information. This section 6 will survive the termination of this Agreement.
​
7. General Provisions
7.1. Status as Independent Entities. Optica and Client are entities independent of one another and neither party’s employees will be considered employees of the other party for any purpose. This Agreement does not create a joint venture or partnership. Neither party shall have the right to assign this nor any related agreement without prior written consent of the other party and any attempt to do otherwise will be void.
​
7.2. Applicable Law, Forum and Attorney Fees. This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota without regard to the conflicts of laws or principles thereof. Any action or suit related to this Agreement shall be brought in the state or federal courts in Hennepin County, Minnesota.
​
7.3. Notices. Any notice or other communication required or permitted under this Agreement shall be given in writing and delivered by email, or registered or certified mail, postage prepaid and return receipt requested, to the address provided to the other party, or per a notice of a different address by either party to the other.
​
7.4. Waiver. No waiver of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof.
​
7.5 Force Majeure. Optica shall not be liable for any failure to perform services or delay to deliver deliverables if such failure or delay is caused by an act of God, natural disaster, blackout, fire, storm, labor difficulties, riots, government restriction, public health issue, inability to obtain manufacturing materials, labor, equipment or transportation or any similar cause that the Company has no ability to control.