TERMS & CONDITIONS

WELCOME TO www.eye-exec.com (OUR “WEBSITE”). PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES AND CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND EYE-EXEC CONSULTING, LLC (“EYE-EXEC” “WE”, “US”, OR “OUR”) REGARDING YOUR USE OF OUR WEBSITE , AS WELL AS THE ASSOCIATED WEB PAGES, FEATURES AND FUNCTIONS MADE AVAILABLE BY EYE-EXEC AND OUR EYE-EXEC SYSTEM.

YOU AGREE TO READ THESE TERMS OF USE CAREFULLY EACH TIME YOU ACCESS THE WEBSITE.

A. GENERAL TERMS

There are portions of the Website that we make available to the general public without registration and you may visit and browse those portions without charge or obligation. In order to access and use certain services, features or functions of the Website, such as using our Eye-Exec subscription evaluation services or posting comments on our Blog, we require you to register. As part of the registration process, we may require that you provide personally identifiable information from time to time and over time. Please read our Privacy Policy, which describes how we collect, use, disclose, manage and store your personal information. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of your registration information.

The Website, and the services thereon, are offered and made available only to users 18 years of age or older or have reached the age of majority in the jurisdiction in which you live or reside. If you are not yet 18-years-old or have not reached the age of majority in the jurisdiction in which you live or reside, you must have a parent or guardian’s permission to view and use the services on the Website. Moreover, if your use of the Website is prohibited or restricted in any way by the laws, regulations or other governmental requirements of the jurisdiction in which you live or reside, or if, for any reason and at any time, you do not agree with all of the terms and conditions contained in these Terms of Use, please discontinue using the Website immediately. BY ACCESSING THE WEBSITE: (I) YOU CERTIFY THAT YOU ARE AT LEAST 18 YEARS OF AGE OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU LIVE OR RESIDE OR HAVE A PARENT’S OR GUARDIAN’S PERMISSION TO ACCESS THE WEBSITE AND (II) YOU UNDERSTAND, ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS OF USE. YOUR REMEDY FOR DISSATISFACTION WITH THE WEBSITE, OR ANY SERVICES, CONTENT OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE, IS TO STOP USING THE WEBSITE AND/OR THOSE PARTICULAR SERVICES OR CONTENT. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR ACCESSING THE WEBSITE.

When we use the term “Agreement” we mean and are referring to these Terms of Use, as well as any additional terms and conditions that apply to and govern your use of the features, functions and services we make available to you from time to time through or in connection with the Website. These Terms of Use and our use of the term “Agreement” also includes collectively our Privacy Policy that can be accessed through links on the Website’s home page and Eye-Exec’s System Terms and Conditions that appear on our Invoice. The Privacy Policy and Terms and Conditions are hereby incorporated into this Agreement with you by this reference and this Agreement will remain in full force and effect as long as you access and use the Website, even if your use of or participation in any particular service, feature, or function terminates, expires, ceases, is suspended or deactivated for any reason.

The words “use” or “using” in this Agreement, means any time you, directly or indirectly, with or without the aid of a machine or device, access or attempt to access, interact with, use, display, view, print or copy from the Website, receive data from the Website, or in any way utilize, benefit, take advantage of or interact with any evaluation, function, service or feature of the Website, for any purpose whatsoever. This Agreement does not cover your rights or responsibilities with respect to third party content or any links on the Website that may direct your browser or your Internet connection to third party Websites or Web pages, which rights and responsibilities are set forth below in Section G.

B. MODIFICATIONS

This Agreement is effective as of December 30, 2018. We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms of this Agreement without any liability or obligation to you, with or without notice. We may post or display notices of material changes on the Website. Once we post them on the Website, these changes become effective immediately and if you use the Website after they become effective, then you will be deemed to agree to be bound by the changes. You acknowledge and agree that it is your responsibility to review the Website and these Terms of Use periodically and to be aware of any modifications or revisions. You should check back frequently and review the terms and conditions of this Agreement regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us.

C. OWNERSHIP AND PROPRIETARY RIGHTS

The Website, including any and all content, media and materials, all software, code, design, text, images, photographs, illustrations, media files, artwork, graphic material, articles, databases, writings, spoken statements, music, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, and visual effects, as well as any accompanying documentation or other materials, tangible or intangible, and all copyrightable or otherwise legally protectable elements of the Website, including, without limitation, the selection, sequence and “look and feel” and arrangement of items, and all derivative works, translations, adaptations or variations of same, regardless of the medium, broadcast medium, format or form, now known or hereinafter developed or discovered, in black-and-white or in colors, alone or in conjunction with other works, characters, real or imaginary, in any part of the world (all of the foregoing, individually and/or collectively, is referred to herein as “Content”) are the property of Eye-Exec and/or its licensors. All Content on the Website is legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. As such, you should assume that all Content contained in the Website is either the copyrighted property of Eye-Exec or is the copyrighted property of third parties unless otherwise noted.

The brands, names, logos, trade names, trademarks, service marks and other distinctive identifications (collectively “Marks”) on the Website, including, without limitation, “Eye-Exec” and our stylized Eye-Exec logo are the trademarks and intellectual property of and proprietary to Eye-Exec. You have no right to use either of these Marks or any marks confusingly similar thereto for any purpose without the express prior written consent of Eye-Exec, such consent shall be in Eye-Exec’s sole and absolute discretion.

You understand and agree that upon registering and submitting assessment data that such data will be stored by Eye-Exec and such aggregated data may be used by Eye-Exec for other evaluation and analysis purposes. Be assured that aggregated data does not contain any personal identifying information. Eye-Exec may use such aggregated data for its own internal use without your permission. If Eye-Exec desires to use any such aggregated data for external use, it will seek your consent,

LICENSE AND WEBSITE ACCESS

Eye-Exec authorizes you to access Content on the Website and grants you the limited right and license to use the Website solely for your non-commercial, non-exclusive, non-assignable, non-sublicensable, non-transferable and limited personal use and for no other purpose whatsoever. You may download Content displayed on the Website for non-commercial, personal use only. You must not alter, delete or conceal any copyright or other legal notices contained on the Content you display, print or reproduce from the Website. Unless we explicitly and specifically notify you otherwise in writing, you shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, deliver, sell, upload, transmit, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party web site) or otherwise use, any Content without the express prior written consent of Eye-Exec.

This license does not include any resale or commercial use of the Website or its Content; any derivative use of the Website or its Content; any downloading or copying of registration information for the benefit of a third party; or any use of data mining, Web scrapers, spiders, robots, or similar data gathering and extraction tools. The Website or any portion thereof may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without the prior express written consent of Eye-Exec. You may not frame or utilize framing techniques to enclose any Marks or Content (including page layout, or form) on the Website without our prior express written consent. You may not use any meta tags or any other “hidden text” utilizing our Marks without our prior express written consent.

As an express condition of your use of the Website, you warrant to us that you will not use the Website for any unlawful purpose or purpose prohibited by this Agreement or the laws or regulations in the jurisdiction in which you live or reside. Any unauthorized or prohibited use of any Content, including use in contravention of this Agreement, may subject you to civil liability, criminal prosecution, or both. If you violate any part of this Agreement, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any of the Content.

PROCEDURE FOR MAKING COPYRIGHT INFRINGEMENT CLAIMS

We respect the intellectual property of others, and we ask you to do the same. Accordingly, Eye-Exec has adopted the following Intellectual Property Compliance Policy. If you or any user of the Website believes its copyright, trademark, or other property rights (“IP Rights”) have been infringed, the IP Rights owner (“Complaining Party”) should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
Identification of the IP Rights claimed to have been infringed;
Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
Identification of the material that is claimed to be infringing or to be subject to infringing activity on the Complaining Party’s IP Rights that is to be removed and information reasonably sufficient to permit us to locate such materials;
A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive IP Right that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C § 512(c) (“DMCA”), our Designated Agent for notice of claims of IP Rights infringement can be reached as indicated below.

Designated Agent for Claimed Infringement:

Eye-Exec Consulting, LLC
Attn.: Founder & Consultant

info@eye-exec.com

Once notified we will act expeditiously to review and if necessary to remove content on the Website that infringes the IP Rights of others and will disable the access to the Website and its services of anyone who uses them to infringe repeatedly the IP Rights of others. Any such removal will be without liability to you or any other person and the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA. We take protection of IP Rights, both our own and others, very seriously.

E-COMMERCE

We may offer various products or services for purchase through the Website. In order to purchase products or services through the Website, you must be at least 18 years-of-age or older or have reached the age of majority in the jurisdiction in which you live or reside. By purchasing such services, you represent and warrant that you are at least 18 years-of-age or older or have reached the age of majority in the jurisdiction in which you live or reside.

You may access our evaluation services on-line. Each registrant will have its own personal log-in credentials that will control access to the services, access to account details, and other details.

All prices are shown in U.S. dollars, and are valid and effective on the day they are ordered. All prices are subject to change without notice. You are responsible for any taxes imposed on purchases through the Website and any applicable taxes (if any) will be added to the amount charged. You agree to indemnify, defend and hold Eye-Exec, its affiliates and its and their respective officers, directors, employees, agents, licensors, representatives, service providers and suppliers (collectively “Agents”) harmless from and against any and all claims, demands, actions, losses, expenses, damages and costs, including without limitation reasonable attorneys’ fees (collectively “Claims”), resulting from your failure to pay any taxes to the proper governmental authorities.

Eye-Exec has no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Eye-Exec or any other party), failure of a utility service or transport or telecommunications network, act of God, terroristic acts, and the direct results of such acts, war, riot, civil commotion, malicious damage (including without limitation so-called “denial of service” attacks or computer or server hacking or similar malicious online activity), compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, EYE-EXEC EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR RELATING IN ANY WAY TO THE EVALUATION SERVICES OFFERED THROUGH THE WEBSITE. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY AND EVERY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EVALUATION SERVICES OFFERED THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. We have no responsibility or liability whatsoever for goods or services you may obtain from or through third party web sites or web pages, even if you were directed or linked to such a site or page through the Website.

HYPERLINKS TO THIRD PARTY SITES

The Website may provide links to third party websites and other resources that could be of interest to you. You understand, acknowledge and agree that these links are provided solely as a convenience to you and not as an endorsement by Eye-Exec of the content, advertising or business practices (including the privacy policies) of such third party web sites, whether our logo or sponsorship identification is on the third party web site, or whether such site conducts “framing,” which allows a user to access several web pages or web sites while still viewing a header or border from the Website. These third party web sites may have different privacy policies and business practices than we do. Eye-Exec does not endorse, verify, make any representations, or take responsibility for the content, truthfulness, accuracy, quality or completeness of the content or activities conducted on such third party web sites. You understand and agree that the Website, Eye-Exec, its affiliates, successors and assigns, and their respective officers, directors, shareholders, employees, representatives, agents, and operational service providers will not, under any circumstances, be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on the content, advertising or business practices of linked third party sites. If you decide to access and use linked third party web sites, you understand, acknowledge, and agree that you do so entirely at your own risk. If any third party site obtains or collects personally identifiable information from you, in no event shall we assume or have any responsibility or liability. Please read our Privacy Policy, which describes how we collect and use your personally identifiable information.

Email is an important communications channel for the Website and Eye-Exec. All email sent to us should be generated by the person in whose name the email account is registered. Email users shall not mask their identity by using a false name or another person’s name. We will use your email address and the content of any email for administrative and correspondence purposes and to send you information that you may request. Please see our Privacy Policy for details.

Any unsolicited, non-personal Content you provide to Eye-Exec through the Website or by email, including, but not limited to, feedback, data, answers, questions, comments, suggestions, plans, ideas or the like (collectively “Information”), shall be deemed to be non-confidential and we assume no obligation to protect such Information from disclosure. You understand, acknowledge, and agree that if you submit any such Information to us, Eye-Exec shall be free to reproduce, use, disclose and distribute such Information without restriction.

BLOGS, BOARDS AND POSTINGS

The Website may contain A Weblog (commonly called A “Blog”) and other message and communication facilities (collectively “Boards”) that may provide you and other users an opportunity to submit, post, question and/or exchange information, ideas, opinions and messages with other users and/or with us and these collectively are referred to in this Agreement as a “Post” or “Posting.” Eye-Exec reserves the right at all times, but does not have the obligation, to edit, refuse to Post, or to remove any Posting, in whole or part, that it deems inappropriate for inclusion in the Boards, for any reason or for no reason. Boards are public and not private and you should assume your Postings may be read by others, with or without your knowledge or permission. Eye-Exec shall have no liability if unauthorized persons obtain access to the Boards. Your use of the Boards is entirely at your own risk and you should not disclose or make available your personal information in any Posting or in any Board.

The Website does not represent or guarantee the truthfulness, accuracy, timeliness or reliability of user Postings. YOUR USE OF THE BOARDS IS SOLELY AT YOUR OWN RISK. EYE-EXEC ASSUMES NO DUTY TO MONITOR POSTINGS WITHIN THE BOARDS. EYE-EXEC DOES NOT REPRESENT OR GUARANTEE THE TRUTHFULNESS, ACCURACY OR RELIABILITY OF SUCH POSTINGS OR THAT ANY POSTING COMPLIES WITH THE TERMS OR CONDITIONS OF THIS AGREEMENT.

You understand, acknowledge and agree that Postings are the sole responsibility of the individual associated with that Posting. This means that you (and not Eye-Exec or the Website) are entirely responsible for the consequences of all of your Postings. Postings do not reflect the views of Eye-Exec or any of its affiliates. In no event shall Eye-Exec or any affiliates have or be construed to have any responsibility or liability for or in connection with any third party Posting whatsoever; provided, however, if we determine, in our sole discretion and judgment, that any Posting does or may violate any of the terms of this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (a) refuse to allow you to Post; (b) remove and delete Postings; (c) revoke your right to use the Boards and the Website; and/or (d) use any technological, legal, operational or other means available to Us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration on the Website and/or the Boards.

If you Post on the Website, you hereby agree that: (a) you are placing the Posting in the public domain without reservation of any rights or further control over the Posting or its use and you specifically authorize Eye-Exec and its affiliates to use such Posting in whole or in part, throughout the universe, and you automatically grant Eye-Exec and its affiliates a royalty-free, fully-paid, perpetual, irrevocable, unrestricted, unconditional, non-exclusive license to use, reproduce, modify, publish, edit, adapt, create derivative works from, translate, distribute, perform, display and otherwise exploit such Posting and all elements thereof alone or as part of other works in any form, media, or technology, whether now known or hereafter developed or discovered, and to license and sub-license such rights through multiple tiers of sub-licenses, all without any notification or obligation to you, or compensation, attribution or otherwise; (b) you represent and warrant that (i) the Posting is original to you or fully cleared for use as contemplated herein, (ii) the Posting does not and will not, in any way, violate or breach any of the terms of this Agreement, (iii) the Posting does not violate our Rules of Conduct (Section J below), and (iv) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the Posting; (c) if your Posting incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that you have the right to place such Posting in the public domain and grant Eye-Exec and its affiliates the right to use such Posting as described above; and (d) we have the right to delete, re-format and/or change your Posting in any manner that we may determine (although you will not be responsible for any such changes made).

The amount of storage space on the Website per user is limited and some Postings may not be processed due to space constraints or inbound/outbound message limitations. You understand, acknowledge and agree we assume no responsibility for deletion of Postings or any failure to store, receive or deliver Postings in a timely manner or at all or as to any other matter relating to Postings. Posting is for noncommercial purposes only and you may not Post in any manner which does or is intended to promote or generate revenue for any business enterprise or commercial activity.

We are not obligated to respond to any Post. If we choose to respond, we will use commercially reasonable diligence in responding, although we do not “guarantee” any response time.

All Postings are subject to our online etiquette policy, which are as follows:

Treat all other people who Post with the same respect that you would expect from them;
Be honest;
Don’t use offensive language
Refrain from inappropriate comments or insults;
Respect others’ privacy;
Respect others’ time;
Stay on topic;
Avoid using ALL CAPS to emphasize – this will be understood as “yelling.”; and
Keep messages short.

You acknowledge and agree that we will determine in our sole and absolute discretion whether any Posting violates the etiquette policy or conduct of this Website. You agree that we may at any time, and at our sole discretion, terminate your access without prior notice to you for violating any of the above provisions. Should your access be terminated for this reason, you acknowledge that may notify law enforcement authorities and fully cooperate with any investigation related thereto.

RULES OF CONDUCT

Your use of the Website is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties. You are solely responsible for your acts, actions and omissions that occur in, from, or through the Website. You shall not use, allow, or enable others to use the Website, or knowingly condone use of the Website by others, in any manner that is, attempts to, or is likely to:

be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;
affect us adversely or reflect negatively on us, the Website, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of the Website, or from advertising, linking or becoming a supplier to us in connection with the Website;
result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing”;
be used for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other website or Web pages;
transmit, distribute or upload programs or material that contain malicious code, such as viruses, time bombs, cancel-bots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information;
forge any TCP/IP packet header or part of the header information in any e-mail or newsgroup posting for any reason;
violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States of America), judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person, firm or enterprise;
gain unauthorized access to the Website, other users’ accounts, names, User IDs, personally identifiable information or other computers, websites or Web pages, connected or linked to the Website or to use the Website in any manner which violates or is inconsistent with the terms and conditions of this Agreement;
modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Website or the rights or use and enjoyment of the Website by any other person, firm or enterprise; or
collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, firm or enterprise, in connection with their or your use of the Website, unless you have obtained the express, prior permission of such other person, firm or enterprise to do so.

You agree to indemnify, defend and hold Eye-Exec and its Agents harmless from and against any and all Claims resulting from any breach or violation of this Agreement by you, or resulting from your Postings or any content you provide, submit or make available on or through the Website or your unauthorized use of any Content. Eye-Exec reserves the right to assume, at its sole expense, the exclusive defense and control of any such Claim and all negotiations for settlement or compromise, and you agree to fully cooperate with Eye-Exec in the defense of any such Claim, settlement or compromise negotiations, as requested by Eye-Exec.

DISCLAIMER AND LIMITS ON LIABILITY

We try to assure the accuracy of all information displayed on the Website, but despite our best efforts it is possible that some of the information MAY contain errors, inaccuracies, or omissions (collectively, “Errors”). We are not liable for any harm caused or related to any such Errors. THE WEBSITE AND ALL MATERIALS THEREON AND ALL PRODUCTS OR SERVICES PURCHASED THROUGH THE WEBSITE ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE WEBSITE WILL BE AVAILABLE FOR USE, OR THAT ALL FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Website. Without limiting the foregoing, Eye-Exec is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Website.

In addition, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while we conscientiously strive to keep the Website secure, you acknowledge that: (a) there are security and privacy limitations of the Internet that are beyond our control; (b) the security, integrity, and privacy of any and all information and data exchanged between you and us through this Website cannot be guaranteed; and (c) it is possible that any such information and data may be viewed or tampered with while in transit by an unauthorized third party.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE WEBSITE, EYE-EXEC OR, ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE WEBSITE OR FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

You further understand and acknowledge the capacity of the Website, in the aggregate and for each user, is limited. Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in this Agreement may not apply to you.

ADS AND MALWARE

We take great care and pride in creating the Website. We are always on the lookout for technical glitches that effect how the Website works. When we find them on our end, we will fix them. Unfortunately, your home computer may cause some glitches that effect how you view the Website or evaluation programs therein – and that is totally beyond our control.

If you experience any unusual behavior, content or ads on the Website, it may be the result of Malware on your computer. Malware – short for MALicious softWARE – is a term used to broadly classify a form of software which is installed in a computer system with malicious intentions, usually without the owner’s knowledge or permission. Malware includes computer viruses, key loggers, malicious active content, rogue programs and dialers, among others. While we continuously work closely with our partners to ensure that everything on the Website is working properly, sometimes Malware programs on your personal computer may interfere with your experience on the Website and on other sites that you visit. If you do discover any Malware on your system, we suggest you speak with a qualified computer technician.

INTERNATIONAL USE

Although the Website may be accessible worldwide, we make no representation that Content herein, our Eye-Exec System or any of our services are lawful, appropriate or available for use in locations outside the United States of America or that our Eye-Exec System or subscription evaluation services are authorized for export from the United States of America or for import into any foreign country, and ordering our Eye-Exec System or accessing the Website from territories where its Content is illegal is prohibited. If you choose to purchase our Eye-Exec System or access the Website from locations outside the United States of America, you do so on your own initiative and are responsible for compliance with all import and export laws and regulations and all applicable laws of any jurisdiction outside of the United States of America from which you may access the Website. Any offer for any product, service, and/or information made in connection with the Website is void where prohibited.

MISCELLANEOUS TERMS

Without limitation, this Agreement and any additional terms and conditions that apply to your use of any specific services, features and functions of the Website, as well as any other documents, policies and provisions we refer to in any of the foregoing, all of which are hereby incorporated herein by this reference, contains the entire understanding and agreement between you and Eye-Exec and supersedes any and all prior, inconsistent or other understandings relating to this Agreement or the Website and your use of the Website. This Agreement cannot be modified, changed or terminated by you, except as specifically described herein. We reserve the right in our sole and absolute discretion to modify this Agreement at any time.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions herein and this Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the Website, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause of action arose).

This Agreement and your use of the Website shall be governed by, construed and enforced in accordance with the substantive laws of the State of Maryland, USA applicable to contracts made, executed and wholly performed in that State (without regard to its conflict of law’s provisions). For the purpose of any and all legal or equitable actions, you expressly agree to be subject to and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of Maryland and agree you will not object to such exclusive jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise; provided, however, that notwithstanding the foregoing, you agree that Eye-Exec has the sole right and discretion to commence and prosecute an action against you in connection with this Agreement, in your home jurisdiction. To the extent it may be applicable, you agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act.

IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE WEBSITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

You will not, without the prior written consent of Eye-Exec, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Eye-Exec may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Where text requires, words in the singular shall be deemed to include the plural and vice-versa, and words of any gender shall be deemed to include all genders.

TERMS & CONDITIONS

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