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Terms and Conditions

Last Updated: Mar 19th, 2021

The Products and Services are not intended for use in the event of an emergency. If you believe you may have a medical emergency, call 911 or your local emergency medical system immediately.

These Terms of Service (these “Terms”) govern your access to and use of the website at visionology.com (the “Services”), and your purchase, receipt and use of the products offered by Visionology and our corporate affiliates, including without limitation any subsidiaries, and any professional entities that engage with healthcare providers to deliver the Services (collectively, “Visionology, “we”, “us” or “our”) through the Services (“Products”), and constitute a binding legal agreement between you and us. Note that Section 19 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.

By (a) clicking “I Accept”, (b) accessing or using the Services, or (c) ordering, receiving or using any Products offered by Visionology through the Services, you agree to these Terms. If you do not agree with these Terms, including the mandatory arbitration provision and class action waiver in Section 19, you are not authorized to access or use the Services or order, receive or use the Products.

Services

Visionology provides access to an ophthalmologist and pharmacists who will diagnose you and prescribe you a customized ophthalmologic prescription. We will also answer your ongoing eye health related questions.

These Terms apply to you when you (a) access or use our Services as a recipient of health care services from an independent third party health care provider or from a provider group that is affiliated with Visionology (“Provider”), and (2) order, receive or use any Products offered by Visionology through the Services.

Note that Visionology does not process prescriptions for narcotics or other controller substances.

Secondary Tool; Visionology is Not a Healthcare Provider

Visionology is not a healthcare provider. If any medical advice is provided to you by a Provider through the Services, such medical advice is not provided by Visionology but is provided by your Provider.

The Services might not function as intended. By using the Services, you assume full responsibility for the use of the Services, and you agree that we are not responsible or liable for any claim, loss, or damage arising from your use of the Services.

While the Services may enable you to communicate with your Provider, we are not responsible for monitoring such information and communications, and we are not a party to transactions that may occur between you and your Provider. Please review the additional disclaimers in Section 15 below.

Privacy

When you access or use our Sites, we automatically collect information about you, including:

Eligibility

The Services are not targeted toward or intended for use by anyone under the age of 18. By using the Services, you represent and warrant that you (a) are 18 years of age or older, (b) are a legal resident of the United States, (c) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, (d) do not have more than one Visionology account (as defined below), and (e) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

Accounts, Security, and Communication Preferences

To access and use certain features of the Services, you will need to register for an Account (“Account”) by creating a password and providing your name, email address, and phone number. If you register for an Account, you must provide accurate information and promptly update this information if it changes. Your failure to provide accurate account information may result in inaccurate matching of information from Providers. You also must maintain the security of your Account and promptly notify us if you discover or suspect that someone has accessed your Account without your permission. If you permit others to use your Account credentials, you are responsible for the activities of such users that occur in connection with your Account.

By creating an Account, you also consent to receive electronic communications from Visionology (e.g., via email, text message, or by posting notices to the Services). These communications may include operational notices about your account (e.g., information from your Providers, payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

Responsibility for Your Care; Provider Credentials

Each user’s health care is solely the responsibility of themselves and their respective Provider(s). Providers are the exclusive providers of any health advice and services provided through the Services. Visionology supports Providers by providing them with certain rights to access and use the Services. However, under the Services, Providers have the exclusive control and responsibility for the delivery of health care services.

Visionology is not responsible for credentialing Providers, makes no representation regarding the accuracy of Providers’ credentials or qualifications, and expressly disclaims any liability for fraudulent credentials or claims by Providers. We recommend that you separately confirm that your Provider is qualified and in good standing with his or her respective licensing board(s).

Additional Terms Associated with Remote Visits

By accepting these Terms, you are hereby consenting to receive clinical services delivered via the Services by Providers who are located at sites remote from you to provide consultative services to you. The receipt of clinical services from Providers via the Services is a type of “telemedicine” or “telehealth” service.

We may ask you a series of initial questions to help you determine whether a telemedicine visit is appropriate for you. Based on your responses to these questions, we may determine that a telemedicine visit may not be appropriate for the particular issue for which you are seeking a telemedicine visit or for other reasons related to your health status. In such a case: (i) you will receive an alert notifying you that you will be unable to use the Services for the particular issue you submitted; (ii) your request for a telemedicine visit will not be submitted to your Provider; (iii) your Provider will not receive any of the information that you submitted; and (iv) you will need to seek any needed care in another way. Your Provider may, following submission of a telemedicine visit request, determine that your diagnosis or treatment requires an in-person office visit or is otherwise not appropriately addressed through use of the Services. In such a case, your Provider may notify you that you will be unable to use the Services for the particular issue you submitted and provide additional information regarding next steps. Your Provider is solely responsible for providing you any such notification, whether through the Services or by some other means.

Visionology will have no responsibility or liability for your Provider’s delay or failure to respond to a telemedicine visit request, to notify you that your telemedicine visit cannot be completed, or to provide you with next steps or follow-up information, or for any care, medical advice or treatment provided by your Provider.

Your use of the Services may have the following possible benefits:

  • Making it easier and more efficient for you to seek medical care and treatment for the conditions treated by the applicable healthcare provider;
  • Allowing you to seek medical care and treatment by your Provider at times that are convenient for you; and
  • Enabling you to communicate with your Provider without the necessity of an in-office appointment.

As with any medical procedure, there are potential risks associated with the use of telemedicine or telehealth services, which may include, without limitation, the following:

  • The information transmitted to your Provider may not be sufficient (e.g., poor resolution of images) to allow your Provider to make an appropriate medical decision;
  • Your Provider’s inability to conduct certain tests or assess vital signs in-person may in some cases prevent the provider from providing a diagnosis or treatment or from identifying the need for emergency medical care or treatment for you;
  • Your Provider may not be able to provide medical treatment for your particular condition and you may be required to seek alternative healthcare or emergency care services;
  • Delays in medical evaluation/treatment or a failure to obtain needed treatment could occur due to unavailability of your Provider, deficiencies or failures of the technology or electronic equipment used, a transmission delay or failure, issues with the internet or other communications means, or for other reasons;
  • The electronic systems, public networks, or security protocols or safeguards used in the Services could fail, causing a breach of privacy of your medical or other information;
  • Your healthcare provider’s diagnosis and treatment options, especially pertaining to certain prescriptions, may be limited;
  • Lack of access to your medical records or ability to perform an in-person examination, which could result in negative health outcomes (e.g., adverse drug interactions, allergic reactions);

Please note that your Provider (or Visionology on Provider’s behalf) will charge you (and not your insurance company) for telemedicine visits. You agree that you are: (i) fully responsible for payment for all fees billed to you related to telemedicine visits and (ii) responsible for asking any questions that you may have about and fully understanding your financial responsibility before using the Services.

The information provided by you to Providers via the Services may be used for diagnosis, therapy, follow-up and/or education, and may include live two-way audio, video and other materials (e.g., medical records, data from medical devices). The scope of the clinical services delivered via the Services will be at the sole discretion of the Provider who is interacting with you, with no guarantee of diagnosis, treatment, or prescription. The Provider will determine whether the condition being diagnosed and/or treated is appropriate for a telemedicine encounter via the Services.

By using the Services, you also represent and warrant the following:

  • You understand the benefits and risks and the alternatives to the use of the Services, and you have provided consent to your Provider for the use of the Services.
  • You understand that the use of the Services involves electronic communication of your personal medical information to your Providers who may be located in other areas, including outside of the state in which you reside, and that the electronic systems, public networks, or security protocols or safeguards used in the Services could fail, causing a breach of privacy of your medical or other information.
  • You understand that it is your duty to provide your Provider truthful, accurate, and complete information, including all relevant information regarding care that you may have received or may be receiving from other healthcare providers or outside of the Services.
  • You understand that your Provider may determine that your condition is not suitable for diagnosis or treatment using the Services, or may fail to respond promptly or ever to your request for a telemedicine service, and that you may need to seek medical care and treatment from your Provider, a specialist, or other healthcare provider outside of the Services.
  • You understand the risks and benefits of the Services and its use in the medical care and treatment provided to you by your Provider.
  • No potential benefits from the use of the Services, care provided via the Services, or specific results can be guaranteed. Your condition may not be cured or improved, and in some cases, may get worse.

By accepting these Terms, you acknowledge and accept the risks identified above and the terms associated with the receipt of clinical services via the Services, and you give your informed consent to receive clinical services under the terms described herein.

Terms of Sale

Payment and Billing Information

By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges) (each, a “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any payment method problems before we proceed with your Order. If you want to change or update your payment method information, you can do so at any time by logging into your Account.

You acknowledge that the amount billed may vary due to promotional offers, preferences you select, or changes in applicable Taxes or other charges, and you authorize us (or our third party-payment processor) to charge your payment method for the corresponding amount.

Continuous Subscription; Cancellation Policy

When you register for a subscription, you expressly acknowledge and agree that (a) Visionology (or our third-party payment processor) is authorized to charge you on a recurring monthly basis for your subscription (in addition to any applicable taxes and other charges) for as long as your subscription continues, and (b) your subscription is continuous until you cancel it or we suspend or stop providing access to the Services in accordance with these Terms. You may cancel your subscription at any time by managing your subscription in your Account settings.

Pricing and Availability

The cost of each visit will be made available to you before commencing a remote visit with a Provider. Your payment method will be charged upon completion of the remote visit once the Provider completes the notes for that visit and “signs out” of the visit.

All prices on our Services are shown in U.S. dollars and applicable Taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice, including without limitation, as based on geographic or other criteria as we may establish from time to time. We will not, however, be able to notify you of changes in any applicable taxes.

All of our Products are subject to availability and may change without notice to you. We reserve the right to impose quantity limits on any Order, to reject all or part of an Order, and to discontinue offering certain Products without prior notice.

Special Offers

From time to time, we may offer coupons or other promotions with special offers. To redeem, you must enter the promotional code found on the special offer under Payment Method during checkout. Special offers cannot be combined with other promotions. We reserve the right, without prior notice and at any time to limit or impose conditions on the honoring of any coupon or other promotion.

Taxes

We will collect applicable sales, use and other tax (collectively, "Tax") on Products and subscriptions for which we determine we have a duty to collect Tax. If a Product or subscription is subject to Tax, you agree that the amount of Tax shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in applicable Tax rates.

Shipping and Handling

You agree to pay any shipping and handling charges shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the charges applicable to you before you make your purchase. Generally, shipping is handled by a third party courier. When you purchase a Product from our Services, any shipping times shown are estimates only. Actual delivery dates may vary. You agree that you will not obtain, or direct shipment of, a Product for export.

All Products purchased from us are made pursuant to a shipment contract. This means that when you purchase a Product that is fulfilled by one of our third party fulfillment partners title to and the risk of loss of such Product passes to you upon the fulfillment partner’s delivery of such Product to the third party courier, and when you purchase a Product that is fulfilled by us title to and the risk of loss of such Product passes to you upon the third party courier’s delivery of such Product to you.

Refunds

If you are dissatisfied with a Product in your Order, please contact us at (615) 240 5629. We reserve the right to issue a refund or issue a credit equal to the amount of the purchase for future Orders, or take no action.

Customer Service

If you have any questions or concerns relating to your Order, please contact us at: (615) 240 5629.

User-Supplied Material

Our Services may allow you to upload, store and share content, including messages, text, photos and other materials (collectively, "User Content"). Except for the license you grant below, as between you and Visionology, you retain all rights in and to your User Content.

You hereby grant Visionology a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content in all media formats and channels now known or later developed without compensation to you.

If you supply or transmit any User Content via the Services, you represent and warrant to us that you have the legal right necessary to grant us the license described above, and that such material will not violate any law or the rights of any person or entity (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity).

Any User Content uploaded or sent privately to a Provider is the sole responsibility of the person that submitted it. Although Visionology reserves the right to review or remove all User Content on the Services, we do not necessarily review all of it. As such, we do not take responsibility for any User Content provided through the Services.

Appropriate Use of the Services

You agree to use the Services in accordance with all applicable local, state, national and foreign laws, treaties and regulations. You will not violate any contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services.

In addition, without limitation, you will not, directly or indirectly, do any of the following while using or accessing the Services:

  • Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  • Use or attempt to use another user’s account without authorization from that user and Visionology;
  • Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users or Providers from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
  • Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
  • Bypass or ignore instructions contained in our robots.txt file, accessible here https://visionology.com/robots.txt, that controls automated access to portions of our Services; or
  • Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

You may also only upload or otherwise share User Content that you have all necessary rights to disclose. You may not upload, store or share any User Content that:

  • is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  • would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
  • impersonates, or misrepresents your affiliation with, any person or entity;
  • contains any private or personal information of a third party without such third party’s consent;
  • contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
  • is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose Visionology or others to any harm or liability of any type.

In addition, although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

Termination; Cancellation

We may change the Services, and the Visionology Content (defined below) at any time. We may discontinue offering our Services, and we may suspend or terminate your right to use our Services at any time, in the event that you breach these Terms, for any other reason, or for no reason at all, in our sole discretion, and without prior notice to you.

All licenses and other rights granted to you by these Terms will immediately terminate upon termination of your right to use our Services or our termination of the Services. These Terms will survive and continue to apply after any suspension, termination, or cancellation, except that your access rights and other rights as a user will be suspended, terminated or cancelled, respectively.

Intellectual Property; Limited License

The Services, and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Visionology Content”) are owned by or licensed to Visionology and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Visionology and our licensors reserve all rights in and to our Services and the Visionology Content.

Visionology hereby grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and the Visionology Content; provided, however, that such license is subject to these Terms and does not include any right to (a) sell, resell our Services, Products or the Visionology Content; (b) copy, reproduce, distribute, publicly perform or publicly display Visionology Content, except as expressly permitted by us or our licensors; (c) modify the Visionology Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or the Visionology Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services, Products or the Visionology Content other than for their intended purposes. Any use of our Services and the Visionology Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

Links to Third Parties

The Services may include links to third-party websites, resources and advertisements (collectively, “Third Party Sites”). We are not responsible or liable for the availability or accuracy of, and Visionology does not endorse, sponsor, or recommend any Third Party Sites or the content, products, or services on or available from such Third Party Sites. Your use of Third Party Sites is at your own risk, and Visionology and its affiliates will not be liable for any losses arising out of or relating to Third Party Sites.

Software Updates

We may from time to time, in our sole discretion (without obligation), develop and provide updates to our Services, which may include upgrades, bug fixes, patches and other error corrections and/or new features (“Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Visionology has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

Disclaimer of Warranties

Visionology is not itself a provider of health care services, and any healthcare providers that you interact with via the Services are not acting as employees or agents of Visionology. Visionology is not a medical provider or telehealth service as such terms may be defined under state or federal laws. While we enable users and Providers to communicate with one another, we are not responsible for monitoring such information and communications, and we are not a party to transactions or interactions that may occur between users and Providers, whether online or offline. In addition, we are not responsible for and we expressly disclaim all liability that may result from information made available by users and Providers and the conduct of users and Providers, whether online or offline. Visionology does not sponsor, endorse, recommend or approve of any Providers. Additionally, we cannot and do not represent or warrant that any Provider is licensed, qualified, insured or capable of performing any product or service, and we make no representations or warranties about the expertise, professional qualifications, or quality of work of any Provider, or the suitability, reliability or accuracy of the products and services they provide.

Your use of the Services, Products and Visionology Content is at your sole discretion and risk. Except as may be provided in a warranty by the manufacturer of a Product, the Services, Products and Visionology Content, are provided on an “as is” and “as available” basis without warranties of any kind.

Visionology and its licensors and affiliates expressly disclaim all warranties of any kind, express, implied, or statutory, relating to the Services and Visionology content, including without limitation the warranties of title, merchantability, fitness for a particular purpose, non-infringement of proprietary rights, course of dealing, or course of performance.

We do not control, endorse or take responsibility for any User Content on our Services or content on Third Party Sites linked to by our Services. Visionology makes no warranty, representation or guarantee with respect to products and services offered by Providers, and Visionology specifically disclaims any warranty, representation or guarantee with respect to the quality, safety, legality or other characteristics of such products and services, or with respect to the conduct of any Provider in connection with such services.

We make no representations concerning, and do not guarantee, (a) the security, accuracy, reliability, timeliness and performance of the Services, including, but not limited to, any Visionology Content or its applicability to your individual circumstances, or (b) that the Services will be error free or that any errors will be corrected. Our Services and Visionology Content are developed for use in the United States and Visionology and its licensors and affiliates make no representation or warranty concerning the Services or Visionology Content when they are used in any other country.

No advice or information provided to you by Visionology will create any warranty that is not expressly stated in these Terms. Some jurisdictions do not permit us to exclude warranties in these ways, so it is possible that these exclusions will not apply to our agreement with you. In such event the exclusions will apply to the fullest extent permitted under applicable law.

Limitation of Liability

In no event will Visionology, Visionology’s licensors, affiliates, and our respective owners, directors, officers, employees, contractors, agents and representatives, (collectively, “Visionology Parties”) be liable to you for any damages whatsoever, including without limitation, indirect, incidental, special, punitive or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of data or lost profits, whether in an action in contract, tort (including but not limited to negligence) or otherwise, including but not limited to any damages caused by or resulting from reliance on information obtained through the Services, Products or from the conduct of you or anyone else (including but not limited to bodily injury, death or property damage), whether online or offline, arising out of or in connection with your use of the Services, Products, or the Visionology Content, whether the damages are foreseeable and whether or not Visionology has been advised of the possibility of such damages in advance.

To the fullest extent permitted by applicable law, in no event shall the maximum aggregate liability of the Visionology Parties (jointly) arising out of or in any way related to access or use of the Services, Products or Visionology Content, exceed the greater of $100 or the amount you paid to us in the three (3) month period immediately preceding the date on which your claim arose. The foregoing limitations shall apply even in the event your remedies hereunder fail of their essential purpose, and the foregoing shall constitute the Visionology Parties’ sole liability and obligation in respect hereof, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory.

In no event will the Visionology Parties be liable for the disclosure of your confidential information by a Provider from whom you receive health care services. Visionology is not liable to any person or user for any harm caused by the negligence, misconduct or any other acts or omissions of a Provider providing health care services.

Some jurisdictions do not permit us to limit our liability in these ways, so it is possible that these limitations will not apply to our agreement with you. In such event, the limitations will apply to the fullest extent permitted under applicable law.

Indemnification

You will indemnify, defend, and hold harmless the Visionology Parties from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to (i) your access to or use of the Services, Products or the Visionology Content, (ii) your User Content, (iii) your violation of any of the provisions of these Terms and (iv) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. Visionology reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Release

To the fullest extent permitted by applicable law, you release Visionology and the other Visionology Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a California resident, you hereby waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Dispute Resolution; Binding Arbitration

Please read the following Section carefully because it requires you to arbitrate certain disputes and claims with Visionology and limits the manner in which you can seek relief from us.

Binding Arbitration

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation of Section 10 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Visionology agree (a) to waive your and Visionology’s respective rights to have any and all Disputes arising from or related to these Terms, the Services, or the Products resolved in a court, and (b) to waive your and Visionology’s respective rights to a jury trial. Instead, you and Visionology agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

No Class Arbitrations, Class Actions or Representative Actions

You and Visionology agree that any Dispute arising out of or related to these Terms, the Services and Products is personal to you and Visionology, and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Visionology agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Visionology agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. The arbitrator does not have the power to vary these class action waiver provisions.

Federal Arbitration Act

You and Visionology agree that these Terms affect interstate commerce and that the enforceability of this Section 19 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

Notice; Informal Dispute Resolution

You and Visionology agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Visionology shall be sent by certified mail or courier to 102 Woodmont Blvd., Suite 610 Nashville, TN 37205. Your notice must include (a) your name, postal address, telephone number and/or mobile phone number, the email address you use or used for your account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with Section 5, and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Visionology cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Visionology may, as appropriate and in accordance with this Section 19, commence an arbitration proceeding or, to the extent specifically provided for in Section 19.1, file a claim in court.

Process

Except for Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Visionology agree that any Dispute must be commenced or filed by you or Visionology within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Visionology will no longer have the right to assert such claim regarding the Dispute). You and Visionology agree that (a) any arbitration will occur (i) in the State of Tennessee, County of Davidson, (ii) in the county where you reside, or (iii) telephonically, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the American Arbitration Association’s (“AAA”) Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth herein (“AAA Rules”), which are hereby incorporated by reference, and (c) that the seat of the arbitration shall be Nashville, Tennessee and that state or federal courts of the State of Tennessee and the United States, respectively, sitting in the State of Tennessee, County of Davidson, have exclusive jurisdiction over any litigation in aid of arbitration and the enforcement of any arbitration awards. The parties shall attempt to agree on the single arbitrator to be appointed to resolve the dispute. If the parties are unable to reach agreement within 30 days after commencement of the arbitration with the AAA, the arbitrator selection process identified in the AAA Consumer Arbitration Rules shall apply. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court. Each party shall be responsible for its costs incurred in such arbitration, but the arbitrator shall not have the authority to re-allocate those costs in an award or otherwise. If you cannot afford to pay for the arbitration, you agree to provide us the option of paying the arbitrator before seeking to initiate any other form of dispute resolution, including litigation. As part of the arbitration, both you and Visionology will have the opportunity to reasonable discovery of non-privileged information that is relevant and material to the Dispute, including the ability to request from each other, and third parties, documents, information and testimony that is relevant and material to the Dispute.

Authority of Arbitrator

As limited by the FAA, these Terms and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Notwithstanding any other provision of this Section 19, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained in this Section 19, are to be decided only by a court of competent jurisdiction, and not by the arbitrator.

Rules of AAA

The AAA Rules and additional information about the AAA are available on the AAA website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the AAA Rules, or (b) waive your opportunity to read the AAA Rules and any claim that the AAA Rules are unfair or should not apply for any reason.

Severability

If any term, clause or provision of this Section 19 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 19 will remain valid and enforceable. Further, the waivers set forth in Section 19.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

Opt-Out Right

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Terms by writing to: 102 Woodmont Blvd., Suite 610 Nashville, TN 37205. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 20.

Governing Law; Venue

These Terms and our relationship with you will be governed by the laws of the State of Tennessee, excluding its choice of laws rules. You and Visionology each irrevocably agrees that any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved on an individual basis exclusively in the state or federal courts located in Davidson, Tennessee. You and Visionology each irrevocably consent to the personal jurisdiction of these courts and waives any and all objections to the exercise of jurisdiction by these courts and to this venue. Notwithstanding the foregoing, however, you and Visionology agree that Visionology may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

International Users

Use of the Services is intended solely for residents of the United States. The Services may contain content, services, or information otherwise not accessible or valid in your country. Access to the Services from outside the United States is at your own risk and in compliance with all applicable laws.Visionology does not take responsibility for your use of the Services. Any offer for any service made on the Services is void where prohibited by law.

Miscellaneous

The Services may contain typographical errors or other inaccuracies and may not be complete or current. Visionology reserves the right, but does not have the obligation, to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice to you. Visionology may refuse to provide Services or Products that are based on inaccurate or erroneous information, including, without limitation, incorrect or out-of-date information regarding pricing, payment terms, or for any other lawful reason.

These Terms, along with any additional terms and conditions incorporated herein, constitute the entire agreement between you and us relating to our Services and the Visionology Content, replacing any prior or contemporaneous agreements, whether written or oral, unless you have signed a separate written agreement with us relating to our Services or the Visionology Content. If there is any conflict between the Terms and a separate signed written agreement between you and us relating to our Services or the Visionology Content, the signed written agreement will control.

We reserve the right to change our Terms at any time. Any changes that we make will become a part of our agreement with you when they are posted to our Services. Your continued use of our Services will constitute your agreement to the changes we have made. The last date these Terms were revised is set forth at the top of these Terms.

The failure by you or us to enforce any provision of the Terms will not constitute a waiver. If any court of law, having the jurisdiction to decide the matter, rules that any provision of the Terms is invalid or unenforceable, then the invalid or unenforceable provision will be removed from the Terms or reformed by the court and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of the Terms will continue to be valid and enforceable. Nothing contained in these Terms will limit the ability of a party to seek an injunction or other equitable relief without posting any bond. The titles of the Sections of these Terms are for convenience only and will have no legal or contractual effect.

Contacting Us

If you have any questions concerning our Terms, please contact us at: info@visionology.com.