Intelligent Eyewear Terms of Use
Effective Date: November 5, 2026
Warby Parker Inc. (“Warby Parker”, “We”, or “Us”) provides Warby Parker-branded intelligent eyewear products equipped with cameras, microphones, speakers, and artificial intelligence capabilities, including any associated firmware and embedded software (collectively, “Intelligent Eyewear”). Certain features and functionality of Intelligent Eyewear are provided by third-party technology partners (each, a “Third-Party Technology Partner”). We will also refer to the Intelligent Eyewear and the services available through them as the “Intelligent Eyewear Services.”
Before using the Intelligent Eyewear Services, please read these Intelligent Eyewear Terms of Use (these “Intelligent Eyewear Terms”) and any other policies and notices made available to you by Us. These Intelligent Eyewear Terms supplement, and do not replace, the Warby Parker Terms of Use available at https://www.warbyparker.com/terms-of-use, which are incorporated into these Intelligent Eyewear Terms. Collectively, these materials contain terms, rules, and other guidelines related to your use of the Intelligent Eyewear Services. As a condition to your access to or use of the Intelligent Eyewear Services, you consent to be bound by these Intelligent Eyewear Terms, so please do not use the Intelligent Eyewear Services if you do not agree with all of these Intelligent Eyewear Terms. Your use of the Intelligent Eyewear Services, and our provision of the Intelligent Eyewear Services to you, constitutes an agreement between you and Warby Parker to be bound by each of the terms, guidelines, and rules incorporated into these Intelligent Eyewear Terms. Because these Intelligent Eyewear Terms are legally binding, We want to make sure you understand them, so if you have any questions, contact Us at [email protected].
PLEASE READ SECTION 14 (“DISPUTE RESOLUTION AND ARBITRATION”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU AND WARBY PARKER TO RESOLVE MOST DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION INSTEAD OF IN COURT BEFORE A JUDGE OR JURY. IT ALSO INCLUDES A WAIVER OF CLASS-ACTION RIGHTS AND A WAIVER OF THE RIGHT TO A JURY TRIAL. THESE DISPUTE-RESOLUTION TERMS APPLY TO ALL CLAIMS BETWEEN YOU AND WARBY PARKER, INCLUDING CLAIMS THAT AROSE BEFORE OR AFTER YOU ACCEPTED ANY PRIOR VERSION OF THESE INTELLIGENT EYEWEAR TERMS, EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT OR INTELLECTUAL PROPERTY CLAIMS AS DESCRIBED IN SECTION 14.
1. We Reserve the Right to Update These Terms at Any Time
We reserve the right to update and revise these Intelligent Eyewear Terms at any time upon seven days’ notice. We’ll provide notice by reasonable means, including by posting the updated Intelligent Eyewear Terms on our website and by changing the “Effective Date” at the top of this page so you can tell if these Intelligent Eyewear Terms have changed since your last visit. Please review these Intelligent Eyewear Terms regularly because seven days after We post any changes, your continued use of the Intelligent Eyewear Services constitutes your acceptance of the revised Intelligent Eyewear Terms.
2. Eligibility
The Intelligent Eyewear Services are not intended for use by individuals under 18, and individuals under 18 may not use the Intelligent Eyewear Services. Your use of the Intelligent Eyewear Services means you represent and warrant that you meet all eligibility requirements We outline in these Intelligent Eyewear Terms. However, We may refuse to let certain people access or use the Intelligent Eyewear Services. We may also change our eligibility criteria.
We offer the Intelligent Eyewear Services only for personal, noncommercial use, and not for the use or benefit of any third party. The Intelligent Eyewear Services are intended for use within the United States. Access to the Intelligent Eyewear Services may therefore not be appropriate or available in certain countries outside the United States. If you access the Intelligent Eyewear Services from outside the United States, you do so at your own risk and are responsible for complying with the laws and regulations of your territory of access.
3. Privacy
Warby Parker does not collect, receive, store, access, or process any audio, video, image, biometric, location, or other data captured, generated, or transmitted by or through the Intelligent Eyewear Services, including their AI-enabled features. All such data is collected, processed, and controlled exclusively by the applicable Third-Party Technology Partner in accordance with that Third-Party Technology Partner’s own terms of service and privacy policy (note, however, that if you try on Warby Parker-owned Intelligent Eyewear during an in-store demonstration, We will collect any information you capture with that eyewear through the Warby Parker-controlled account to which it is connected). Except when trying on Warby Parker-owned Intelligent Eyewear during an in-store demo, Warby Parker is not a data controller, business, data processor, or service provider (as those terms are defined under any applicable federal, state, or international privacy or data protection law, including without limitation the California Consumer Privacy Act, and the EU General Data Protection Regulation) with respect to any data captured, generated, or transmitted by or through the Intelligent Eyewear Services.
4. Right to Use the Intelligent Eyewear Services
Subject to your complete and ongoing compliance with these Intelligent Eyewear Terms, you have the right to access and use the Intelligent Eyewear Services solely for your personal, non-commercial use. This right will allow you to use and enjoy the benefit of the Intelligent Eyewear Services as We provide them, in the manner We permit through these Intelligent Eyewear Terms. If you are prohibited under applicable law from using the Intelligent Eyewear Services, you may not use them.
5. Third-Party Technology Features
a. The Intelligent Eyewear Services incorporate hardware, software, artificial intelligence, and data processing capabilities that are provided by Third-Party Technology Partners. These partners design, develop, manufacture, operate, maintain, and control the AI, camera, microphone, speaker, data processing, cloud computing, and other technology features embedded in or associated with Intelligent Eyewear (collectively, “Third-Party Technology Features”). Warby Parker’s role as your retailer is separate from the partner’s role in providing these features. All Third-Party Technology Features are provided directly by the applicable Third-Party Technology Partner and are also subject to that partner’s terms of service, privacy policy, end user license agreement, and other applicable agreements (collectively, “Third-Party Terms”). Your use of any Third-Party Technology Features constitutes your acceptance of the applicable Third-Party Terms. The applicable partner is responsible for the operation and performance of the features it controls, including its data handling and security practices. Questions or claims about those features should be directed to that partner. Warby Parker does not provide a separate warranty for those features. This allocation of responsibilities does not excuse Warby Parker from responsibility for its own acts or omissions or its obligations under these Intelligent Eyewear Terms or applicable law. The warranty provisions in Section 10 and limitations of liability in Section 11 apply.
6. Responsible Use
Intelligent Eyewear includes recording and AI features, so please consider your surroundings and the privacy of people around you when using it. You are responsible for: (i) understanding and complying with applicable laws governing your use of recording devices, cameras, microphones, artificial intelligence, biometric data collection, and monitoring, including consent requirements, laws governing the interception of communications, and biometric privacy laws, wherever you use Intelligent Eyewear; (ii) obtaining any required consents, permissions, and authorizations from individuals who may be recorded, photographed, observed, or otherwise affected by your use of Intelligent Eyewear, including bystanders, household members, coworkers, and members of the public (collectively, “Affected Third Parties”); (iii) using Intelligent Eyewear in a manner that respects the privacy, dignity, and legal rights of Affected Third Parties; and (iv) reviewing and complying with applicable Third-Party Terms. You are responsible for harm to the extent caused by your use of Intelligent Eyewear in violation of these obligations. These responsibilities do not require you to assume risks caused by Warby Parker’s own acts or omissions or excuse Warby Parker from its obligations under these Intelligent Eyewear Terms or applicable law. The limitations of liability in Section 11 apply.
7. Product Safety and AI Outputs
a. The Intelligent Eyewear Services incorporate artificial intelligence features that generate outputs, responses, suggestions, and other content (“AI Outputs”). AI Outputs are generated by Third-Party Technology Partners and are not reviewed, verified, endorsed, or controlled by Warby Parker. AI Outputs may be inaccurate, incomplete, misleading, biased, or otherwise unreliable. You should not rely on any AI Output as a substitute for professional advice, including medical, legal, financial, or safety advice. Use independent judgment and verify important information before acting on it. You should exercise caution when using Intelligent Eyewear, including when operating a motor vehicle, bicycle, or other equipment, when navigating physical environments, and when interacting with other individuals. Do not use the Intelligent Eyewear Services in any manner that may distract you from your surroundings or impair your ability to safely engage in any activity. The applicable Third-Party Technology Partner is responsible for the AI features it provides, and you are responsible for using those features safely and in accordance with these Intelligent Eyewear Terms. These warnings do not excuse Warby Parker from responsibility for its own acts or omissions or its obligations under these Intelligent Eyewear Terms or applicable law. The warranty provisions in Section 10 and limitations of liability in Section 11 apply.
8. In-Store Demonstrations and Trials
a. Warby Parker may offer in-store demonstrations or trials of Intelligent Eyewear at select locations. During a demonstration or trial, features such as cameras, microphones, and AI may be activated and may capture audio, images, video, or other data about you or people around you. Please use these features responsibly and obtain any required consent before capturing others. Intelligent Eyewear may not be used in certain areas, including eye exam rooms. Additional terms may apply and will be provided at the time of the demonstration or trial.
9. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Warby Parker and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the “Warby Parker Parties”) from and against any third-party claims, and any resulting damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs), to the extent caused by: (i) your breach of these Intelligent Eyewear Terms; (ii) your violation of any applicable law, regulation, or ordinance in connection with your use of the Intelligent Eyewear Services; or (iii) your violation of the rights of any third party, including any Affected Third Party, in connection with your use of the Intelligent Eyewear Services, including your failure to obtain any required consent. This obligation does not apply to the extent any such claims, damages, losses, liabilities, costs, or expenses are attributable to the negligence, willful misconduct, or breach of these Intelligent Eyewear Terms by any Warby Parker Party. This indemnification obligation shall survive the termination of these Intelligent Eyewear Terms and your cessation of use of the Intelligent Eyewear Services.
10. WARRANTY DISCLAIMER
a. We like you and want you to be a longtime customer, but We have no special relationship with you. You understand and agree that We have no control over, and no duty to take any action regarding:
- which users access the Intelligent Eyewear Services
- what content you access via the Intelligent Eyewear Services
- what effects the content may have on you
- how you may interpret or use the content
- what actions you may take as a result of your exposure to the content
b. The Intelligent Eyewear Services may contain, or direct you to content containing information that some people may find offensive or inappropriate. We make no representations concerning any content contained in or accessed through the Intelligent Eyewear Services, and, to the fullest extent permitted by law, We will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Intelligent Eyewear Services. Your interactions with organizations and/or individuals found on or through the Intelligent Eyewear Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals.
c. THE INTELLIGENT EYEWEAR SERVICES, INCLUDING ALL THIRD-PARTY TECHNOLOGY FEATURES, ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WARBY PARKER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE INTELLIGENT EYEWEAR SERVICES OR ANY CONTENT ON THE INTELLIGENT EYEWEAR SERVICES, WHETHER PROVIDED OR OWNED BY WARBY PARKER OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, WARBY PARKER MAKES NO WARRANTY OR REPRESENTATION REGARDING: (I) THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY AI OUTPUT OR ANY OTHER OUTPUT GENERATED BY OR THROUGH INTELLIGENT EYEWEAR OR ANY THIRD-PARTY TECHNOLOGY FEATURE; (II) THE SECURITY, PRIVACY, OR CONFIDENTIALITY OF DATA TO THE EXTENT ITS COLLECTION, PROCESSING, TRANSMISSION, OR STORAGE IS CONTROLLED BY, A THIRD-PARTY TECHNOLOGY PARTNER; (III) THE PERFORMANCE, AVAILABILITY, OR UNINTERRUPTED OPERATION OF ANY THIRD-PARTY TECHNOLOGY FEATURE; (IV) THE COMPLIANCE OF ANY THIRD-PARTY TECHNOLOGY FEATURE WITH ANY APPLICABLE LAW, REGULATION, OR INDUSTRY STANDARD; OR (V) THE SUITABILITY OF INTELLIGENT EYEWEAR FOR ANY PARTICULAR USE OR ENVIRONMENT. THE DISCLAIMERS IN THIS SECTION DO NOT DISCLAIM WARBY PARKER’S OBLIGATIONS UNDER THESE INTELLIGENT EYEWEAR TERMS OR APPLICABLE LAW WITH RESPECT TO PERSONAL INFORMATION IT COLLECTS OR OTHERWISE HANDLES. IN ADDITION, WARBY PARKER DOES NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE INTELLIGENT EYEWEAR SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE INTELLIGENT EYEWEAR SERVICES WILL MEET YOUR REQUIREMENTS. Please note that some jurisdictions may not allow the exclusions of implied warranties, so some of the above exclusions may not apply to you.
Warby Parker does not provide a separate or additional product warranty under these Intelligent Eyewear Terms. Notwithstanding anything to the contrary in these Intelligent Eyewear Terms, nothing in these Intelligent Eyewear Terms limits or excludes any applicable manufacturer’s warranty accompanying Intelligent Eyewear, your rights under that warranty, or any obligations Warby Parker has to administer that warranty. Any such manufacturer’s warranty remains subject to its own terms and conditions. Nothing in these Intelligent Eyewear Terms limits or excludes any warranty, right, or remedy that cannot be limited or excluded under applicable law.
11. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO THE EXCEPTIONS BELOW, WARBY PARKER AND ANYONE REPRESENTING WARBY PARKER WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE INTELLIGENT EYEWEAR SERVICES OR THESE INTELLIGENT EYEWEAR TERMS. SUBJECT TO THE SAME EXCEPTIONS, WARBY PARKER’S AND ITS REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THE INTELLIGENT EYEWEAR SERVICES OR THESE INTELLIGENT EYEWEAR TERMS WILL NOT EXCEED THE GREATER OF (I) THE FEES YOU PAID TO US FOR THE APPLICABLE PRODUCTS OR (II) $500.
THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BASED AND WHETHER OR NOT WARBY PARKER WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES. THE ALLOCATION OF RESPONSIBILITIES FOR USER CONDUCT AND THIRD-PARTY TECHNOLOGY FEATURES IN THESE INTELLIGENT EYEWEAR TERMS DO NOT EXCLUDE WARBY PARKER’S LIABILITY TO THE EXTENT HARM IS CAUSED BY ITS OWN ACTS OR OMISSIONS. THAT LIABILITY REMAINS SUBJECT TO THIS SECTION’S LIMITATIONS, EXCEPT AS PROVIDED BELOW. NOTHING IN THESE INTELLIGENT EYEWEAR TERMS EXCLUDES OR LIMITS LIABILITY FOR PERSONAL INJURY OR DEATH TO THE EXTENT CAUSED BY THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF WARBY PARKER OR ANYONE REPRESENTING WARBY PARKER; THE GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT OF WARBY PARKER OR ANYONE REPRESENTING WARBY PARKER; OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THIS SECTION ALSO DOES NOT LIMIT THE WARRANTY RIGHTS OR OBLIGATIONS PRESERVED IN SECTION 10.
12. Termination
We reserve the right to terminate your license to use the Intelligent Eyewear Services or block or prevent your access to the Intelligent Eyewear Services, without providing you with notice or reason. In the event of termination, your obligations under these Intelligent Eyewear Terms will still continue.
13. Governing Law
No matter where you’re located, the laws of the State of New York will govern these Intelligent Eyewear Terms and the relationship between you and Warby Parker as if you signed or otherwise agreed to these Intelligent Eyewear Terms in New York, without regard to New York’s conflicts of laws rules. If any provisions of these Intelligent Eyewear Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. If a lawsuit or court proceeding is permitted under these Intelligent Eyewear Terms, then the parties agree to submit to the federal or state courts in New York County, New York for exclusive jurisdiction for the purpose of litigating any dispute arising out of or related to your use of the Intelligent Eyewear Services or your breach of these Intelligent Eyewear Terms.
14. Dispute Resolution and Arbitration
a. Generally. These Intelligent Eyewear Terms evince a transaction involving interstate commerce. The Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), including Section 2, governs the interpretation, enforcement, and all proceedings under this Section 14. The FAA and applicable arbitration-provider rules shall preempt any state law that conflicts with the FAA to the fullest extent permitted by law.
b. Scope of Arbitration. For purposes of this Section 14, references to “Warby Parker” include Warby Parker Inc. and its past, present, and future parents, subsidiaries, affiliates, officers, directors, employees, agents, successors, and assigns, each of whom may enforce this Section 14. For the avoidance of doubt, a Third-Party Technology Partner is not included within “Warby Parker” solely by virtue of its status as a Third-Party Technology Partner. For purposes of this Section 14, references to “you” also include any person to whom these Intelligent Eyewear Terms apply and any person asserting a claim arising out of or relating to their use of Intelligent Eyewear Services made available to them by a person who accepted these Intelligent Eyewear Terms. You and Warby Parker agree to resolve all claims through binding individual arbitration, except for (1) IP Claims and (2) claims that may be brought in small-claims court. For purposes of this Section 14, a “claim” includes any dispute, claim, cause of action, or controversy between you and Warby Parker, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that arises from or relates to the Intelligent Eyewear Services, any Warby Parker product (whether or not purchased or owned by you), any advertising or promotions conducted by or for Warby Parker, any use or disclosure of your information or information about you, or the arbitrability, validity, enforceability, or scope of these Intelligent Eyewear Terms or any portion of them. “IP Claims” are claims relating to patents, copyrights, trademarks, trade secrets, or moral rights, and requests for injunctive or equitable relief for alleged unlawful use or infringement of such rights. (IP Claims do not include privacy or publicity claims.) Claims that are not IP Claims but are filed together with IP Claims will be resolved by arbitration. Either party may bring an individual claim in small-claims court, so long as it remains in small-claims court, is not removed or appealed to a court of general jurisdiction, and proceeds only on an individual (non-class, non-representative) basis. Whether a claim falls within a small-claims court’s jurisdictional limits is for that court to decide in the first instance.
c. Pre-Arbitration Process. Before you or Warby Parker may file an arbitration demand or bring a claim in small-claims court, the claiming party must first send the other party a written Pre-Arbitration Notice (“Notice”). Good-faith, informal efforts to resolve claims often produce a faster, lower-cost, and mutually beneficial result. A Notice is “complete” only when it includes all of the following: (1) the claiming party’s full name, mailing address, email address, telephone number, and, if applicable, the email address or other identifier associated with their Warby Parker account or transaction, country of residence, and (if you are a U.S. resident) state of residence; (2) the name and contact information of the claiming party’s attorney, if the claiming party is represented by counsel; (3) a clear description of the nature and basis of the claim; (4) a description of the specific relief sought, including any damages and a detailed calculation of those damages; and (5) a statement personally signed by the claiming party (not solely by their attorney) verifying under penalty of perjury that the contents of the Notice are true and accurate. The Notice must concern only one party’s claim.
d. Your Notice to Warby Parker must be sent via certified U.S. Mail or Federal Express (signature required) to: Warby Parker Inc., 233 Spring Street, 6th Floor East, New York, NY 10013, Attn: Legal Department, or by electronic mail to [email protected]. Warby Parker’s Notice to you will be sent to the email address or physical address currently associated with your account or otherwise provided by you in connection with the applicable transaction or the Intelligent Eyewear Services. After the receiving party gets a complete Notice, both parties will work in good faith to resolve the dispute for 60 days from the date the complete Notice is received (“Resolution Period”). The Resolution Period may be extended by written agreement of the parties. During the Resolution Period, either party may request an individualized settlement conference by phone or video. Both parties must personally attend the conference (with counsel for both parties if represented, invited to attend). A party who cannot attend by video may attend by phone upon a showing of good cause. The parties will cooperate to schedule the conference at the earliest mutually convenient time which may fall after the 60-day period if the parties agree.
e. If the dispute is not resolved by the end of the Resolution Period (or any agreed extension), either party may commence arbitration, file in small-claims court, or pursue any other course permitted by these Intelligent Eyewear Terms. Completing the Notice and Resolution Period steps described above (the “Pre-Arbitration Process”) is required before commencing any arbitration or small-claims court proceeding. Any demand for arbitration (or small-claims petition) must be accompanied by (1) a written certification that the filing party has completed the Notice and Resolution Period steps and (2) the personal signature of the filing party (and their counsel, if represented) on both the demand and the certification. If there is a question about whether the Notice was sufficient or whether the Resolution Period steps were completed, either party may raise that issue with a court of competent jurisdiction, and any pending arbitration will be stayed. The court has the authority to enforce this required first step, including the power to enjoin the filing, prosecution, or administration of any arbitration filed without completing this process; enjoin the assessment, collection, or invoicing of arbitration fees for any such filing; and award damages for non-compliance. Unless prohibited by law, the arbitration administrator may not accept, administer, assess, or invoice fees for an arbitration commenced without proof of completion of this process. If an arbitration has already been filed without compliance, it must be administratively closed. All applicable limitations periods (including any statutes of limitation) and any filing-fee deadlines are tolled from the date a complete Notice is received by the other party until the earlier of (a) the conclusion of the Resolution Period steps (including any agreed extension) or (b) the date the dispute is resolved, withdrawn, or the filing party commences an arbitration or small-claims proceeding after the Resolution Period ends. Either party may ask a court for a temporary restraining order or preliminary injunction while the Resolution Period is ongoing, but only if waiting would cause irreparable harm. A court’s authority under this paragraph is strictly limited to granting temporary relief to support the arbitration, small-claims, or other judicial process. The court may not decide the merits of the dispute.
f. Arbitration. Any arbitration will be administered by National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures (and, if applicable, its Supplemental Rules for Mass Arbitration Filings), as modified by these Intelligent Eyewear Terms. NAM rules and forms are available at www.namadr.com. If NAM is unavailable or unwilling to administer the arbitration consistent with these Intelligent Eyewear Terms, the arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, available at www.adr.org. If neither NAM nor AAA is available, you and Warby Parker will either agree on a new arbitration administrator or, if you and We cannot agree, petition a court of competent jurisdiction to appoint an arbitration administrator that will administer the proceeding consistent with these Intelligent Eyewear Terms. The party initiating the arbitration must include all of the following with their demand for arbitration: (1) written certification that the filing party has completed the Pre-Arbitration Process described above, (2) a copy of the Notice previously sent to the other party, (3) a statement that the filing party is bound by these Intelligent Eyewear Terms and this Section 14, and (4) personal signatures of the filing party and their counsel (if represented) on both the arbitration demand and the certification. If an arbitration demand does not include all of the above, the arbitration administrator must not accept, administer, or assess fees in connection with that demand, and any such filing will be dismissed without prejudice to refiling after the deficiency is cured.
g. A court of competent jurisdiction has exclusive authority to decide (1) whether this Section 14 is valid, enforceable, or applicable to a particular dispute (gateway issues), (2) whether a dispute can or must be brought in arbitration (arbitrability), (3) whether the Pre-Arbitration Process was satisfied, (4) whether to enjoin the filing, prosecution, or administration of an arbitration or the assessment of arbitration fees, (5) whether claims are “similar” for purposes of triggering the Mass Arbitration procedures below, and (6) any issues specifically reserved for a court elsewhere in these Intelligent Eyewear Terms. YOU AND WARBY PARKER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER. The arbitrator decides all other issues, including the merits of any properly filed claim, after the Pre-Arbitration Process has been completed. The arbitrator does not have authority to revisit the court’s gateway determinations.
Unless you and Warby Parker agree otherwise, or the applicable arbitration rules dictate otherwise, any arbitration hearing involving a claim seeking no more than $15,000 will be held via videoconference with both parties having the option to attend the hearing live. All other hearings will take place in the county or parish of your residence. You and a Warby Parker representative must attend any videoconference or in-person arbitration. At the conclusion of the arbitration, the arbitrator must issue a reasoned written decision that explains the essential findings and conclusions supporting or rejecting any award. The arbitrator’s decision is binding only on the parties to that arbitration and has no precedential effect in any other proceeding involving a different party. An award that has been fully satisfied may not be entered in any court.
h. By signing and filing an arbitration demand or any submission in the arbitration, each party and their counsel (if represented) certify that, to the best of their knowledge, information, and belief formed after an inquiry reasonable under the circumstances, (1) the filing is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or establishing new law; and (3) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator is authorized to impose any sanctions available under the arbitration rules, applicable federal or state law, or standards analogous to those set forth in Federal Rule of Civil Procedure 11. Sanctions may include an award of the opposing party’s reasonable attorneys’ fees, costs, and expenses and reallocation of arbitration fees. The arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, consistent with applicable law.
i. Arbitration Fees. The payment of arbitration fees (the fees imposed by the arbitration administrator including filing, arbitrator, and hearing fees) will be governed by the applicable arbitration rules and applicable law. You and Warby Parker agree that arbitration should be cost effective for all parties and that any party may engage with the arbitration administrator to address the reduction or deferral of fees.
j. Confidentiality. Except as required by law, all non-public, proprietary, or confidential information exchanged in connection with an arbitration—including the existence of the arbitration, submissions, evidence, and any award—must be kept confidential and may be used only for purposes of the arbitration or any proceeding to confirm, enforce, or challenge the award. If disclosure is required by law, the disclosing party will, to the extent allowed, seek confidential treatment (such as filing under seal) and limit disclosure to the minimum necessary. The foregoing confidentiality obligations are subject to the limited exception set forth in the Mass Arbitration subsection below.
k. Offer of Settlement. In any arbitration, the defending party may make a written settlement offer at any time before the arbitrator issues a decision. If the party bringing the claim does not accept the settlement offer within 7 days after receiving it and does not obtain a more favorable result in the arbitration, the party bringing the claim must pay the defending party’s costs incurred after the offer was received, including arbitration fees, to the extent permitted by applicable law. The fact and terms of the settlement offer may not be disclosed to the arbitrator until after the arbitrator issues a decision.
l. Individual Claims. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WARBY PARKER AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both you and Warby Parker agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a class, collective, consolidated, or representative proceeding. Notwithstanding the foregoing, and only to the extent required by applicable law, if a claim is asserted that includes a request for public injunctive relief (meaning injunctive relief that is primarily for the benefit of the general public and not solely for the benefit of the individual party), the parties agree that all issues other than the request for public injunctive relief shall be resolved in arbitration first (unless the claim is not subject to arbitration or is properly brought in small-claims court). Following the issuance of any final award on the arbitrable claims, any request for public injunctive relief shall be decided by a court of competent jurisdiction, to the extent required by applicable law. The court shall be bound by the findings of fact and conclusions of law made by the arbitrator to the fullest extent permitted by law. Similarly, if, after all appeals have been exhausted (or the decision is otherwise final), a court determines that any of the prohibitions on non-individualized relief or class, collective, consolidated, or representative proceedings are unenforceable with respect to a particular claim or request for relief, then (1) that particular claim or request for relief will be severed and may proceed in a court of competent jurisdiction; (2) all other claims that remain subject to arbitration on an individual basis must be arbitrated first, and the court proceedings on the non-arbitrable claim(s) will be stayed pending the completion of that arbitration; (3) any portion of the class/representative waiver that is enforceable will continue to be enforced in arbitration; and (4) the court will be bound by the arbitrator’s findings of fact and conclusions of law to the fullest extent permitted by law. You agree that any arbitrations between you and Warby Parker will be subject to this Section 14 and not to the dispute-resolution or arbitration provisions in any prior version of these Intelligent Eyewear Terms, and, notwithstanding any provision in these Intelligent Eyewear Terms to the contrary, you agree that this Section 14 supersedes and replaces those prior provisions and applies to all claims between you and Warby Parker, including claims that arose or accrued before this Section 14 became effective and claims that were or could have been asserted under any prior version of these Intelligent Eyewear Terms.
m. Mass Arbitration. If, at any time, 25 or more claimants submit Notices or seek to file demands for arbitration raising similar claims against the other party or related parties by the same or coordinated counsel or entities (“Mass Arbitration”), then you and Warby Parker agree that the additional procedures set forth below shall apply. Claims are “similar” if they arise from the same or substantially similar facts, transactions, or legal theories, even if the claimants allege different individual damages. The parties agree that throughout this process, their counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Arbitration proceeding. The parties acknowledge and agree that by electing to participate in a Mass Arbitration proceeding, the adjudication of their claim might be delayed but that reasonable efforts will be made to minimize any delays. Any applicable limitations period (including statutes of limitation) and any filing-fee deadlines shall be tolled beginning when the Notice and Pre-Arbitration Process are initiated, so long as the Notice complies with the requirements in this Section 14, until a claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration. Stage One: Counsel for the parties shall each select 10 claims per side (20 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. The outcomes and rulings of these Stage One arbitrations shall have no precedential or binding effect on any remaining claims. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. Stage Two: After the Stage One arbitrations are completed (or sooner if the parties agree in writing), the remaining parties must engage in a single global mediation of all remaining claims, with the mediator’s fee paid by Warby Parker. The parties must agree on a mediator within 30 days after the conclusion of the last Stage One arbitration. If the parties cannot agree on a mediator within 30 days, the arbitration administrator will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed. Notwithstanding the confidentiality obligations set forth above, the outcomes and awards from Stage One arbitrations may be shared with all parties participating in the Mass Arbitration and their counsel for purposes of the Stage Two mediation and any subsequent stage of the Mass Arbitration process described in this section. Stage Three: If the Stage Two mediation does not resolve all remaining claims, the arbitration requirement in this Section 14 will no longer apply to any party with a claim for which a timely and complete Notice was submitted and who completed the Pre-Arbitration Process. Any such party with an unresolved claim may pursue that claim in court, not in arbitration. These parties may bring their claims in court either individually or as part of a joint or consolidated action. However, to the fullest extent permitted by applicable law, any joint or consolidated court action may include only those claimants in Mass Arbitration proceedings who submitted a timely and complete Notice and completed the Pre-Arbitration Process. A court of competent jurisdiction shall have the authority to enforce these Mass Arbitration provisions and, if necessary, to enjoin the mass arbitration, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to a claim, and a court of competent jurisdiction determines that they are not enforceable as to that claim, then that claim shall proceed in a court of competent jurisdiction otherwise consistent with these Intelligent Eyewear Terms. You and Warby Parker agree that you each value the integrity and efficiency of arbitration and wish to employ the process for the fair resolution of genuine and sincere claims between you and Warby Parker. You and Warby Parker acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. You and Warby Parker further agree that application of these Mass Arbitration proceedings has been reasonably designed to result in an efficient and fair adjudication of such cases.
n. Opt Out. You may opt out of the arbitration requirements of this Section 14 by sending written notice of your decision to opt out to [email protected] within 30 days of first agreeing to these Intelligent Eyewear Terms. Such notice must include (1) your name, (2) your contact information (including email address, mailing address, and telephone number), and (3) a statement that you wish to opt out of requirements to arbitrate and instead agree to resolve claims in court. If you do not timely send such notice of opting out of arbitration, then you agree to be bound by this Section 14’s arbitration requirements. If you opt out, the opt-out applies only to this Section 14’s arbitration requirements and does not affect any other provision of these Intelligent Eyewear Terms (including the class-action waiver and jury-trial waiver, which remain in effect to the fullest extent permitted by law). If you opt out and a dispute is already pending at the time of your opt-out, your opt-out will apply to that pending dispute to the extent permitted by applicable law.
o. Severability. If any portion of this Section 14 is found to be unenforceable or unlawful for any reason (except as specifically provided above regarding class/representative waiver severability), then (1) the unenforceable or unlawful provision will be severed from these Intelligent Eyewear Terms; (2) severance will not affect the remainder of this Section 14 or the parties’ ability to compel arbitration of remaining claims on an individual basis; (3) to the extent any claims must proceed on a class, collective, consolidated, or representative basis, those claims must be litigated in a civil court of competent jurisdiction (not in arbitration), and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration; and (4) if this specific severability paragraph is found unenforceable, the entirety of the arbitration provision (except for the Pre-Arbitration Process) will be null and void. This Section 14 will survive the termination of these Intelligent Eyewear Terms and your relationship with Warby Parker.
p. Class Action Waiver and Jury Trial Waiver. Except for a joint or consolidated action expressly permitted under subsection (m) following completion of the Mass Arbitration process, you and Warby Parker agree that, to the fullest extent permitted by law, (1) each party may bring claims against the other only in their individual capacity—not as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, or representative proceeding, whether in court or in arbitration; (2) neither party may bring a claim on behalf of a class or group, or on behalf of any other person (unless acting as a parent, guardian, or other duly authorized representative of a minor or someone who cannot bring their own claim); (3) neither party may participate in any class, collective, consolidated, private attorney general, or representative proceeding brought by a third party—except that you and Warby Parker may participate in a class-wide settlement; and (4) both parties waive the right to a jury trial. This class action waiver is intended to be enforceable to the fullest extent permitted by law, regardless of the enforceability of the arbitration provision itself. The jury trial waiver remains in effect even if the arbitration provision is found unenforceable. If this waiver is found unenforceable for a particular claim, that claim shall proceed in court after all arbitrable claims are resolved in arbitration. This Class Action Waiver and Jury Trial Waiver will survive the termination of these Intelligent Eyewear Terms and your relationship with Warby Parker.
15. Severability
If it turns out that any part of these Intelligent Eyewear Terms are invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms. NOTHING IN THESE INTELLIGENT EYEWEAR TERMS WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
16. Consent to Electronic Communications
By using the Intelligent Eyewear Services, you consent to receiving certain electronic communications from Us. You agree that any notices, agreements, disclosures, or other communications that We send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. If you want to change your communications preferences, please see the “Your Choices” section of the Privacy Policy.
17. Miscellaneous
We will not be liable for any failure to perform any of our obligations stated in these Intelligent Eyewear Terms to the extent the failure results from a cause beyond our reasonable control, including mechanical, electronic or communications failure or degradation, supplier shortages or service provider failures, acts of god, governmental actions, or delays, disruptions and shortages due to or as a result of public health emergencies, epidemics, pandemics (e.g., COVID-19), or similar events. Third-Party Technology Partners manage the availability and operation of the features and services they provide. Warby Parker is not responsible for failures, interruptions, changes, or discontinuation of those features or services to the extent caused by circumstances beyond our reasonable control. This provision does not excuse Warby Parker from responsibility to the extent a failure results from our own acts or omissions or from obligations that cannot be excluded under applicable law. The limitations of liability in Section 11 apply.
You cannot assign, transfer or sublicense these Intelligent Eyewear Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without your consent. These Intelligent Eyewear Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.
If We do not enforce any part of these Intelligent Eyewear Terms, it does not mean We give up the right to later enforce that or any other part of these Intelligent Eyewear Terms. In order for any waiver of compliance with these Intelligent Eyewear Terms to be binding, We must provide you with written notice of such waiver through one of our authorized representatives.
The section and paragraph headings in these Intelligent Eyewear Terms are for convenience only and do not affect their interpretation.
Notice for California Users. Under California Civil Code Section 1789.3, California users of the Intelligent Eyewear Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
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How to Contact Us. For questions or concerns regarding the Intelligent Eyewear Terms or the Intelligent Eyewear Services, please contact Us via email at [email protected] or by mail or telephone as follows:
233 Spring Street, 6th Floor East New York, NY 10013 Telephone: 888.492.7297