Last Revised: September 4, 2016
These TOS are between you (the end-user; patient and/or practitioner) ("You" and "Your") and Eyecarrot Innovations Corp. ("Eyecarrot", "We", "Our" or "Us") and govern Your (i) use of the website, located at www.eyecarrot.com (and the webpages within the website) and/or use of our collaborative vision performance platform-as-a-service product ("BinoviTM Coach", "BinoviTM Pro", "BinoviTM Admin", the "BinoviTM Platform", and any other services we may offer to You) (collectively, the "Services") (ii) access to and receipt of the Services through the Website, including any interfaces, tools, products, services and/or features offered as part of the Service; and (iii) any text, graphics, video, audio, information, data, trademarks, logos, trade names or other content on or within the the Service (together, "Eyecarrot Content"), as well as the design, structure, selection, coordination, expression and arrangement of the Eyecarrot Content on or through the Service. You may contact Us by e-mail at firstname.lastname@example.org, with questions about the terms and conditions of these TOS.
By clicking "I AGREE" below, By using, ACCESSING, and/OR RECEIVING any Service and/or continuing to use, access, and/or receive any service:
These TOS may be changed from time to time without Us providing notice to You, and any such changes will be effective immediately upon posting IT ON OUR WEBSITE AT www.eyecarrot.com/legal. YOUR CONTINUED USE OF, ACCESS TO, AND/OR RECEIPT OF THE SERVICE, WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE THEN-UPDATED TOS.
You should periodically check OUR WEBSITE AT www.eyecarrot.com for the most current TOS.
You represent and warrant to Us that You (i) are at least the age of majority in Your province or territory of residence; and (ii) have full power and authority to enter into these TOS and doing so will not violate any other agreement to which You are a party.
If You agree to these TOS on behalf of a person younger than the age of majority in Your province or territory of residence, You hereby warrant and represent that you are the legal guardian for the minor and that you, on your and the minor behalf agree to the TOS. You, as a legal guardian for a minor user and/or recipient of the Services, hereby agree that You will be fully responsible and liable for the minor's full compliance with these TOS. Proof of identification and legal guardian authority must be provided upon request. If proof of legal guardian authority cannot be obtained We reserve the right to restrict, suspend, and/or terminate Your use of, access to, or receipt of the Services.
If You choose to provide any information or fill out any forms via the Service, You agree to (i) provide true, accurate, current and complete information; and (ii) maintain and promptly update the information You provide to Us. If You provide any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We have the right to suspend or terminate Your account and refuse any and all current or future access to and receipt of the Service (or any portion thereof).
You may allow one or more professional, at your sole discretion, to use parts of the Service on your behalf via the mobile application and the BinoviTM Platform. If you grant access to a professional on your behalf, you acknowledge, agree, and understand that We cannot and are not responsible for any professional that you grant user rights to the Service on your behalf. You further understand that, you will be fully responsible for the professional's full compliance with these TOS.
Through the Service, you may receive certain professional content (such as text, pictures, videos, links and personalized information or instructions) for the provision of vision performance products and services from professionals and their respective personnel with whom you have a relationship and whom you have granted user rights of the Service. You hereby acknowledge, agree, and understand that We cannot and do not warrant or endorse any professional and We do not validate or investigate the licensing, certification, good standing, or other requirements and qualifications of professionals. You acknowledge, agree, and understand that it is solely your responsibility to conduct any due diligence and investigations into any professional with whom you engage through and with the Service.
Subject to the limitations and restrictions below, We grant to You, for Your non-commercial or personal use (or, with respect to an entity, its internal business purpose use) only, a limited revocable, non-exclusive, non-transferable, non-sublicensable limited right to:
YOU MUST, in order to exercise any of the rights granted above:
Except as allowed above, YOU MAY NOT do any of the following with respect to any or all of the Service, including, without limitation, the Eyecarrot Content:
An Internet connection is required in order to access the Service or its Internet-based features. In order to benefit from the Service, you are required to have and maintain an adequate Internet connection. By accessing the Service, you acknowledge and agree that third party fees (e.g. data transfer) may apply and that you are responsible for any such fees.
You understand that all text, graphics, video, audio, information, data, trademarks, logos, trade names, software, photographs, messages or other content, uploaded, posted, emailed, transmitted or otherwise made available by users of the Service (including shoppers, product managers, merchants and retailers) ("User Contributed Content"), whether publicly or privately, are the sole responsibility of the person from which such User Contributed Content originated. This means that You, and not We or our licensors, are entirely responsible for all User Contributed Content that You upload, post, email, transmit or otherwise make available via the Service.
We do not claim ownership of User Contributed Content, but by submitting or making available such User Contributed Content, You agree that we may keep Your User Contributed Content available via the Service and that We may share or make Your User Contributed Content available or post links to Your User Contributed Content via our Service's social media pages with other third party services or display it or portions thereof in other promotional materials for the Service. You therefore:
You agree NOT TO, via the Service:
We and Our designees shall have the right to remove any User Contributed Content that violates these TOS or is otherwise objectionable in Our sole discretion.
We and our licensors have limited control of the User Contributed Content posted via the Service.
We do not guarantee the accuracy, integrity or quality of any User Contributed Content or any Eyecarrot Content (collectively, the "Content").
You understand that by using, accessing, and/or receiving the Service, You may be exposed to content that is offensive, indecent or objectionable.
Under no circumstances will We or our licensors be liable in any way for any USER CONTRIBUTED CONTENT, EYECAROT CONTENT, AND ANY OTHER CONTENT THAT YOU MAY ACCESS VIA OUR SERVICE (THE "CONTENT"), including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of ACCESS TO AND/OR the use of any Content made available via the Service.
You agree that You must evaluate, and bear all risks associated with, the ACCESS AND use of any Content, including any reliance on the accuracy, completeness, AND/or usefulness of such content. In this regard, you acknowledge that you may not rely on any Content ACCESSED OR USED VIA OUR SERVICE.
You acknowledge that We and Our designees have the right (but not the obligation) in our sole discretion to refuse or move any Content that is available via the Service.
You acknowledge and agree that We may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these TOS or other applicable rules or policies of the Service; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Us, our licensors, other users, and/or members of the public.
You acknowledge and agree that the Service, including without limitation, the Eyecarrot Content, are the property of Us or Our service providers, suppliers or licensors. The Service and the Eyecarrot Content are protected by copyright, both individually and as a collective work or compilation, and by trademark law, patent law and any other applicable laws.
You do not and will not acquire any rights or licenses in any copyrights, trademarks, patents or other intellectual property on or in the Service, including without limitation, the Eyecarrot Content.
You agree to abide by any and all copyright and trademark notices, information or restrictions displayed on the Service.
Any unauthorized use, reproduction or distribution of any Eyecarrot Content is deemed to be in violation of copyright, trade-marks, patents or other intellectual property rights or applicable laws.
EYECARROT and any logos appearing on or via the Service are Our trade-marks. Any use of Our trade-marks without prior written authorization is strictly prohibited.
If You breach any of these TOS terms and conditions, Your authorization to use, access, and/or receive the Service, will automatically terminates and You must immediately destroy any downloaded or printed materials or any other materials derived from the use of, access to, and/or receipt of the Service, which contain intellectual property of Us or Our service providers, suppliers or licensors.
We are not responsible for information on any third party website or service (or any portion thereof) that is referred in, or accessible or connected by hyperlink to the Service or the Eyecarrot Content. If You access any third party website or service through the Service, the Eyecarrot Content, or otherwise, You do so at Your own risk. We are not responsible for information on or made available as part of any such third party websites or services. Hyperlinks to or from the Service does not constitute Our endorsement of, sponsorship by, agreement with, legality of, or affiliation with Us of any of the hyperlinked content and/or service.
To log onto portions of the Service and to contribute Your User Contributed Content, You need to create an account by signing-in to the Service using certain login methods (e.g. e-mail address and password) ("Access Methods").
You are solely responsible for the confidentiality and security of Your Access Methods. You are responsible for all activities that occur under Your Access Methods and/or account and may not share Your Access Method details with others.
We are not obligated to inquire as to the authority or propriety of any use of, or action taken under, Your Access Methods and/or account. You must immediately notify Us of any actual or suspected loss, theft or unauthorized use of Your Access Methods, or any other security breaches of which You become aware. We will not be responsible for any loss to You that arises from any use of Your account or Your Access Methods or from Your failure to comply with these provisions.
To the extent the Service has push notification capability and you have enabled same, you hereby consent to receive communications, including commercial communications from us and/or our partners.
You acknowledge and agree that you understand that We are not a "Covered Entity" under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") or the Ontario Personal Health Information Protection Act ("PHIPA") as such term is defined by HIPAA and PHIPA. HIPAA and PHIPA address the manner in which a Patient's individually identifiable health information may be used or disclosed by Covered Entities and other companies. For more information regarding your rights under HIPAA, see www.hhs.gov/ocr/privacy. For more information regarding your rights under PHIPA, see www.ipc.on.ca. You specifically acknowledge, understand, and agree that any of your information is only protected under the Canadian federal Personal Information Protection Electronics Document Act and any other similar legislation across the globe where our Services are being used.
We are not liable for any technological problems regarding the Service and any impact that such problems may have. All or any portion of the Service may not be available and may not function properly at any time. We make reasonable efforts to avoid technological problems, but at any time the Service may have and may cause technological problems such as viruses and other damaging computer programming routines or engines.
We make reasonable efforts to ensure that the Service will be secure, but We do not guarantee the security of the Service. We are not liable for any defects, delays or errors in or resulting from Your use of, access to, and/or receipt of the Service.
We reserve the right to reject, suspend or terminate Your use of, or access to or receipt of, all or any portion of the Service at any time and for any reason, in Our sole discretion. The terms and conditions in these TOS will continue to apply to You past use of, access to, and/or receipt of the Service, in the form in which it then-existed at the time. Furthermore, termination of Your use of, access to, and/or receipt of the Service, shall not relieve You of any obligations arising or accruing prior to such termination or limit any liability that You otherwise may have to Us.
WE DO NOT WARRANT THAT THE CONTENT ON THE OR WITHIN THE SERVICE, INCLUDING, WITHOUT LIMITATION, IS OR WILL BE ERROR-FREE OR OMMISSION-FREE, RELIABLE, ACCURATE, COMPLETE, OR CURRENT. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS, AND TO CHANGE OR UPDATE INFORMATIONAND/OR CONTANT AT ANY TIME WITHOUT PRIOR NOTICE.
WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE THAT THE LAW ALLOWS US TO DISCLAIM. THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL EYECARROT CONTENT, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WARRANTIES OF SUITABILITY OF CONTENT, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OF CONTENT, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS.
WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE SECURITY, AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SERVICE, OR ANY PART OF THE EYECARROT CONTENT OR USER CONTIBUTED CONTENT.
OUR LIABILITY WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE CONTENT, IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER, NO MATTER THE CAUSE, IN CONNECTION WITH THESE TERMS OF SERVICE, THE THE SERVICE, THE CONTENT, OR THE INABILITY TO USE, ACCESS, AND/OR RECEIVE THE SERVICE AND/OR CONTENT, REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES, OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE, AND WHETHER OR NOT SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You will be responsible for any liability we have that arises out of Your breach of these TOS, Your use of, access to, and/or receipt of Service.
You agree to indemnify, defend and hold harmless Us and Our affiliates, agents, employees and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to
We have the right but not the obligation to participate in any defense or settlement. If We choose to participate, each party must pay for its own lawyers' fees. This obligation survives the termination of these TOS.
The Service and the Eyecarrot Content can be accessed from countries around the world other than Canada. We make no representation that the Service and/or Eyecarrot Content is appropriate or available for use in other locations, and accessing Service and/or Eyecarrot Content from jurisdictions where such content is illegal is prohibited. Those who choose to access the Service from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws.
By accessing the Service, You and We agree that all matters relating to Your use of, access to, and/or receipt of the Service, shall be governed by the statutes and laws of the Province of Ontario and the applicable the federal laws of Canada, as applicable, without regard to the conflicts of laws principles thereof. You and We also agree and hereby submit to the exclusive personal jurisdiction and venue of the courts of the Toronto, in the Province of Ontario with respect to any and all matters arising in connection with these TOS.
If any provision of these TOS are found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of these TOS shall remain in full force and effect. These TOS constitutes the entire understanding, and supersedes all other understandings, between You and Us concerning the subject matter hereof.
We may assign these TOS in whole or in part at any time without Your consent. You may not assign these TOS or delegate any of Your obligations under these TOS. Any purported assignment these TOS in violation of their terms is void from the outset.