The use of this website by you (the "User") and your participation in Company's product evaluation programs are governed by the following terms and conditions. If you do not agree or consent to such terms, please immediately discontinue the use of the website, return to Company any Confidential Information in your possession and inform Company of your decision.

1. Definitions. a) The "Portal" shall refer to this website (www.oakleytesting.com), form, or other means by which i) User can input information that will be utilized on a website of Company in relation to comments and reviews that User provides in conducting evaluations, or ii) User can generate reports. Company shall be permitted to add any additional functionality that the Company may later develop and add to the original Portal.
   b) "Company" shall refer to Oakley, Inc.
   b) "Company Provided Access" or "CPA" shall refer to any access that Company gives User to use the Portal, including but not limited to any rights, passwords or permissions.
   c) "Posting" or "Post" shall refer to using the Portal to place or upload information on a website, database or other internal system of the Company. For avoidance of doubt, any such information shall become and remain the sole and exclusive property of Company.
   d) "Confidential Information" shall refer to any information that reasonably appears to be proprietary or confidential in nature because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. Confidential Information may be disclosed in writing or other tangible form (including on magnetic media) or by electronic, oral, visual or other means. For avoidance of doubt, Confidential Information shall also include Company products provided for evaluation, materials, certain confidential or proprietary business, operational, financial or commercial information of Company, including but not limited to Company's reports on User's evaluation data.


2. Beginning as of the time User agrees to these terms and conditions and for the time User has CPA or other access to the Portal, Company grants User the right to make Posts using the Portal, provided such is made in compliance with the terms of this Agreement. Company shall grant CPA to User as Company, in its sole judgment, determines is desirable. At any time and for any reason, Company may rescind in its sole discretion, User CPA, User right to make Posts on the Portal or any other User access to functionalities on the Portal.


3. User shall not allow any third party to make use of the Company Provided Access. User further agrees only to use the Portal for uploading information collected by User for the benefit of Company and Posting, such Posting being limited to the purpose of User providing evaluation information of Company products and/or materials. User represents and warrants that it will ensure that it and its employees, agents or affiliates, when Posting, using the Portal, or using the CPA, will not do anything that would negatively affect or impact the operations of the Portal or other computer, database, or network systems of Company (such actions that would have negative impact include but are not limited to any hacking, reverse engineering, uploading any viruses or Trojan horses, or using any tracking software).


4. User represents and warrants that all Posts it makes a) are true, accurate, complete and not misleading in any way, and b) does not and will not violate any applicable law, regulation, or the rights of any third party (including but not limited to any United States patent, copyright, trademark, trade secret, right of privacy, moral rights, confidentiality rights or contractual rights). User represents and warrants that in making any Posts, it will not commit a tort upon any third party.
5. When Posting, User agrees to abide by any and all guidelines provided to User (including guidelines provided by the Company on the website on for which a Posting will be associated with) by Company with regard to Posting. In the event that Company increases or changes the functionality of the Portal, User shall be bound by any additional terms and conditions provided to User in writing with regard to its use of the additional functionality. Such additional terms and conditions shall be considered integrated into and a part of this Agreement.


6. With regard to any material Posted by User, User acknowledges that Company is the sole and exclusive owner of such information and material.


7. EXCEPT FOR WILLFUL OR GROSSLY NEGLIGENT BREACHES OF ITS OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL COMPANY BE LIABLE TO USER, OR TO ANY THIRD PARTY CLAIMING THROUGH OR UNDER USER, FOR ANY LOSS OF DATA, EQUIPMENT DOWNTIME OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.


8. User shall indemnify, defend and hold Company and Company's parent, affiliates, subsidiaries, related entities, officers, directors, employees, contractors and customers harmless from and against any and all liabilities, damages, costs and expenses, including reasonable attorneys' fees (collectively, "Losses"), incurred by Company and the indemnified parties as a result of or arising from any breach or alleged breach of a User representation or warranty or any other provision of this Agreement by User. This Section will not be construed to limit or exclude any other claims or remedies that Company or its respective affiliates, successors and assigns (and its and their respective directors, employees and agents) may assert.


9. User agrees to a) only disclose the Confidential Information to those of its directors, officers and employees who need to know and who shall be bound by an agreement or other legally enforceable duty to preserve the confidentiality of the Confidential Information in a manner consistent with this provision, b) protect such Confidential Information with the same standard of care that User uses to protect its own confidential or proprietary information, but in any event not less than reasonable care, c) immediately notify Company upon discovery of any loss or unauthorized disclosure of any Confidential Information, and d) immediately notify Company of the existence, terms and circumstances of any request to disclose all or any part of the Confidential Information under the terms of a valid and subpoena or order issued by a court of competent jurisdiction or governmental body, or pursuant to applicable regulatory or professional accounting standards, so that such party may seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the disclosed information. The obligations of confidentiality shall not apply to any information which, i) is already in the public domain or becomes available to the public through no breach of these terms and conditions or other confidentiality obligation of User; ii) is independently created by User without reliance on Confidential Information (with supporting documentation evidencing such independent generation); (iii) was in User's possession prior to receipt ; (iv) is received independently by User on a non-confidential basis from a third party free to disclose such information to User; or (v) is disclosed under operation of law, government regulation, or court order, provided that User first gives Company notice and a reasonable opportunity to secure confidential protection of such Confidential Information.


10. User agrees to promptly return to Company, or, if so directed by Company in writing, destroy all tangible items containing or consisting of Company's Confidential Information and all copies thereof upon Company's request.


11. User acknowledges that (a) all Confidential Information disclosed by Company is owned solely by Company, (b) such Confidential Information is valuable to Company, and (c) the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury to Company, for which monetary damages alone would not be an adequate remedy. Accordingly, each party agrees that in the event of breach or threatened breach of this Agreement, Company shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to, and not in lieu of any other remedies available to Company, including but not limited to monetary damages.


12. These terms and conditions supersede any arrangements, understandings, promises or agreements made or existing between the parties hereto prior to or simultaneously with User's acceptance of these terms and conditions and constitutes the entire understanding between the parties hereto.


13. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise.


14. The rights and obligations of the parties shall be governed in all respects by the laws of the State of California, without regard to conflict of law provisions. The parties hereby consents and agrees that any judicial proceedings, necessary to resolve all disputes, controversies or claims arising out of or relating to this website, these terms and conditions or any breach hereof which cannot be settled amicably by the parties shall be adjudicated exclusively by federal and state courts located in the County of Orange, State of California. The prevailing party in any action or proceeding shall be entitled to recover from the other party its reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding.


15. User may not assign the obligations contained herein without the prior written consent of Company, which shall be given in its sole and absolute discretion.