TERMS OF SERVICE
Updated: November 10, 2021
SUMMARY OF KEY TERMS
At Eyes On Eyecare, we care about transparency. Therefore, we have provided a short, bulleted summary of some key terms and conditions in the Agreement. Please understand, however, that this summary is provided merely as a convenience. You are expected to read the Agreement in its entirety. To the extent there is any direct or indirect conflict between the summary and the complete terms or conditions recited in the Agreement, the Agreement will prevail. With that in mind, some key terms and conditions in the Agreement are as follows:
- Users of the Services are not employees/agents of Eyes On Eyecare. Except for authorized use by some of our team members, those that use Eyes On Eyecare (including you) are not employees, agents, or affiliates of Eyes On Eyecare. At no point may Eyes On Eyecare be held liable for acts or omissions of any engagement performed between and among anyone except actual Eyes On Eyecare employees.
- Contingency Recruiting Services. Eyes On Eyecare team members utilize the Website and Services to facilitate interaction between users for a contingency fee under separate agreement between Employers and Eyes On Eyecare. We take great care to appropriately connect Job Seekers with Employers who may have a mutual interest in connecting with each other, and we use the information you provide and actions you take on our Website and through our Services to do so. You can opt-out of these types of communication at any time.
- Pricing. Eyes On Eyecare provides a free service for Job Seekers, and charges a transaction and technology fee to Employers for the use of certain Services.
- Our Content is Strictly Informational. Content on the Website is provided for informational purposes only. Any contracts and documents transmitted through Eyes On Eyecare should be reviewed by a legal or human resources professional. You should consult legal counsel before taking any binding actions in reliance on information you obtained through our Website or Services. In short, we assume no liability for any harm resulting from your reliance on our Content or our Website.
- Modifications to the Agreement. We reserve the right to modify this Agreement at any time. The current version of the Agreement will be located at https://jobs.eyesoneyecare.com/terms-of-service, which is accessible through the Website by clicking the “Terms of Service” button in the footer of the Website. Any and all amendments to the Agreement are automatically effective. Therefore, if you continue to use the Website and the Services after we amend the Agreement, you acknowledge and agree that you have consented to the amended Agreement.
The definitions recited above will apply throughout this Agreement. Other defined terms are as follows:
- “Content” means any content featured or displayed on the Website, published by or belonging to Eyes On Eyecare or a User, including but not limited to text, documents, information, data, articles, guidance, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features and other materials that are available on the Website.
- “Eyes On Eyecare,” “we,” “us” and “our” means CovalentCareers, Inc., which owns and operates the Eyes On Eyecare career development services platform, located at www.eyesoneyecare.com, as well as other affiliated websites such as www.covalentcreative.com, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents and employees to the extent reasonably practicable.
- “Person” means a human being, firm, labor organization, partnership, association, corporation, limited liability company, legal representative, trustee, trustee in Bankruptcy, or receiver as appropriate for the circumstances.
- “Third-Party Content” means Content belonging to or originating from third parties.
- “User” means a Person that has visited, used, or accessed the Website or our Services. Users may engage with each other as Website permissions permit, and can opt out of receiving communications from specific Persons.
- “User-Generated Content” means Content that has been submitted by a User or that has been created in connection with the User’s use of the Services or the Website.
ABOUT OUR SERVICES
- Not a Staffing Agency. We provide a platform to facilitate communication between Employers and Job Seekers and to provide career development resources for healthcare professionals. Eyes On Eyecare is NOT a staffing agency or firm, it does not contract or subcontract employees or temporary laborers to employers, it is not involved with the agreements between Employers and Job Seeker. At no point may Eyes On Eyecare be held liable for acts or omissions arising out of or related to any employer-employee relationship that may or may not form through or in connection with the Website or our Services.
- Contingency Recruiting Services. Eyes On Eyecare team members utilize the Website and Services to facilitate interaction between some Employers and Job Seekers for a contingency fee under separate agreement between Employers and Eyes On Eyecare. In these instances, we do assist with Job Seeker screening, communications between Job Seekers and Employers, and employment negotiations. However, any such assistance to Employers is governed by separate agreement.
- Inbound Talent Acquisition. Eyes On Eyecare assists Employers with creating unique company pages that may contain Employer branding, logos videos, articles, graphics, reviews, testimonials, job listings, and other media created by Employers or by Eyes On Eyecare to utilize on company pages and elsewhere on the Website. Any such company page, including updates and edits, will be managed by the Eyes On Eyecare team, will be public to other Users, and will be governed by separate agreement.
- No Legal or Professional Advice or Documents. Eyes On Eyecare does not create or provide legal or professional advice or legally binding documents through its Website or Services. All documents that may be created and provided as a Service should be reviewed by a legal and/or human resources professional, as applicable. You acknowledge that although some of the Content provided to you on the Website may be provided by individuals in the legal profession, the provision of such Content does not constitute an opinion or legal advice but is provided as general information about legal requirements and procedures.
- Monitoring User Activity. Eyes On Eyecare may monitor User activity to ensure compliance with this Agreement and applicable law. At our discretion, we, or technology we employ, may monitor or record your interactions with the Services, and take action in accordance with this Agreement.
REPRESENTATIONS AND WARRANTIES
In connecting with using the Website and Services to locate employment opportunities, you acknowledge and agree that:
- Authority. You represent and warrant that you are an individual over the age of 18 and you are of legal age to form a binding contract, and, if you are accessing the Website or Services on behalf of an entity, that you are authorized to enter into, and bind the entity to, this Agreement. Moreover, you represent and warrant that you have the full right and legal authority to post any User-Generated Content you submit, that you have fully complied with any third-party licenses relating to User-Generated Content, and that you have taken all steps necessary to pass through to end users any required terms.
- Compliance with the Agreement. Your use of and access to the Services is expressly conditioned upon your ongoing compliance with the terms and conditions in the Agreement. We reserve the right to terminate your account if we determine, in our sole and exclusive discretion, that you have violated a term in the Agreement.
- Employer Job Listings. You acknowledge that you will use job listings as intended under the purchased plan. The job description section and title of your job listing may be visible on all public facing jobs pages to which your job listing is syndicated. Employers or external recruiters may not use this tool to collect demographic information of Job Seeker to hire for any position except the one for which they have created a job listing. Any misuse of this system may result in legal action. Misuse includes unsolicited email for alternative employment opportunities, User data collection, or any other action that does not directly represent an attempt to hire a candidate for the specific job listing for which the Job Seeker applied.
- Lawful Use of the Services. You may use the Website or Services for lawful, non-commercial purposes only. At all times, your use of and access to the Website and Services must comply with any applicable laws, regulations, treaties, municipal codes, or other sources of law. You may not use the Website in any manner that could damage, disable, overburden or impair our servers or network, or interfere with any other party’s use and enjoyment of the Website or the Services. You may not attempt to gain unauthorized access to our Services, computer systems, or networks through any means. In addition to our right pursuant to this Agreement, we may take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce this Agreement.
- Limitations on Services. Eyes On Eyecare is solely a platform that provides career development resources and an opportunity for Employers and Job Seekers to connect. Job Seekers may decide to apply for an Employer’s job listing, however you are responsible for your employment decisions.
- No Guarantees of Employment. Your selection of a Job Seeker or Employer does not guarantee an employment relationship. Employment relationships are decided solely upon the discretion of the participants who engage in an employment relationship.
- No Liability for User Interactions. Any liability, loss or damage that occurs as a result of any User interaction, including but not limited to any employment agreements that you engage in or receive through your use of the Services is solely your responsibility.
No Reliance on Content. Content on the Website is provided
for informational purposes only, with no assurance that the Content is true
or accurate. Content on the Website is intended to be used for informational
purposes only and therefore Users should conduct independent research with
respect to Content.
The materials appearing on the Website could include technical, typographical, or photographic errors. Eyes On Eyecare does not warrant that any of the materials on its web site are accurate, complete, or current. Eyes On Eyecare may make changes to the materials contained on its web site at any time without notice. Eyes On Eyecare does not, however, make any commitment to update the materials.
Eyes On Eyecare does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
Eyes On Eyecare has not reviewed all of the sites linked to the Website and is not responsible for the contents of any such linked website. The inclusion of any link does not imply endorsement by Eyes On Eyecare of the linked website. Use of any such linked website is at the user’s own risk.
- Prohibited Conduct. You agree that you will not under any circumstances do any of the following through the Website or Services:
- Transmit Content that is unlawful or promotes unlawful activities;
- Defame, harass, stalk, intimidate, abuse, threaten or incite violence toward any Person;
- Transmit content that is pornographic, discriminatory or otherwise victimizes or intimidates any individual group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- Discriminate on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, or sexual orientation;
- Transmit spam, or other machine- or randomly-generated, unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling;
- Transmit Content that contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
- Infringe on any intellectual property rights of any Person, including patent, trademark, trade secret, copyright, right of publicity or other rights;
- Use the Website or our Services in a manner that is inconsistent with any local, state, federal, or international laws or regulations;
- State or imply that you are endorsed by or associated with Eyes On Eyecare without our prior written consent;
- Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Website or our Services;
- Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Website or Services, or any software used on or for the Website and Services, or cause others to do so;
- Transfer, sell, or otherwise allow a third party to use your account;
- Impersonate any person or entity, including any of our employees or representatives, or any Users; or
- Violate the privacy of any Person.
- Relationships between Users. We cannot guarantee the fitness of any of our Users for a particular position or purpose. Therefore, we encourage Users to independently research other Users before entering into any contractual relationships, and recommend that Employers conduct an interview and thorough screening of any individuals being considered for employment.
- Release. The Website provides a platform to connect Employers with Job Seekers based on criteria that is input by the Users, as well as provide published content for entertainment purposes only. Except for those limited interactions under separate contingency recruiting agreements, we are not a party to any communications, negotiations or transactions between Users. Further, we do not screen, review, or otherwise comment on information submitted by Users (Employers or Job Seekers). As a result, we cannot make any representations as to the truth, accuracy, or reliability of the content of that information, including verifying or authenticating a User’s true identity. You assume all risks in communicating, negotiating, or transacting business with other Users. We are not responsible for any employment decisions, or the results of any employment decisions, that you or any other User makes on the basis of information sent or received through the Website or our Services. You specifically release Eyes On Eyecare and its suppliers, licensees, officers, directors, employees, agents, and representatives, from any legal or equitable claim, cause of action, damages, or any injunctive relief, arising out of or relating to the Website and our Services, including but not limited to: (a) any employment decision or action that is related to or taken based upon any information posted or obtained from the Website; (b) any errors, omissions, interruptions or other inaccuracies on the Website; (c) any Content supplied by any user or third party on the Website; or (d) any dispute regarding the behavior of any user of the Website.
- Right to Terminate Accounts. We reserve the right to suspend, restrict, or terminate the account of any User who, in our sole and exclusive discretion, violates any term or condition in the Agreement, with or without prior notice.
- Your Account. You are fully responsible for all Content, communications or any other activities that occur, are transmitted, or otherwise made public through your account or through the user name and password associated with your account. We will not be liable for any acts or omissions by you or your representatives or agents, including any damages or losses of any kind incurred as a result of such acts or omissions. You must immediately notify us at firstname.lastname@example.org of any unauthorized uses of your Account or any other breaches of security.
TERM AND TERMINATION
These Terms are effective upon use of or access to the Website or the Services. We, in our sole discretion, may limit, suspend, or terminate your use of and access to the Website and Services at any time and for any reason, with or without notice. In the event that we suspend or terminate your use of and access to the Website and our Services, the Agreement shall remain in effect.
You may terminate this Agreement at any time. If you wish to terminate this Agreement, you may deactivate your account in your account settings or call us at 858.780.4450 or email us at email@example.com.
Eyes On Eyecare may, in our sole discretion, terminate your access to all or any part of the Website at any time, with or without cause, effective immediately. All provisions of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Assumption of Risk. By using the Services, you will be able to access Third-Party Content. Your use of the Services is consent for Eyes On Eyecare to present this Third-Party Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third-Party Content.
- Links. As part of the Services, we may provide you with links to third-party websites and other forms of Third-Party Content. These links are provided as a courtesy. We have no control over third-party websites or content, or any promotions, materials, information, goods or services advertised or sold by any third parties. By linking to such Content, we do not represent or imply that we adopt or endorse such Content, nor are we responsible for, the accuracy or reliability of any opinion, advice or statement made by parties other than Eyes On Eyecare. We are not responsible for any Third-Party Content accessed through our Website. If you decide to leave the Website and access Third-Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern or apply to your activity or the activity of a third-party.
- Limitations. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter or otherwise use any Third Party Content except as permitted by Eyes On Eyecare’ Agreement and other policies.
- Service Content, Software and Trademarks. You acknowledge and agree that the Website and our Services may contain Content, materials, or features that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws (the “Service Content”). Our name, logos, and other aspects of our branding are our trademarks and service marks. Other company, product, and service names and logos used and displayed via the Website and the Services are the trademarks or service marks of their respective third-party owners. Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our trademarks. All goodwill generated from the use of our trademarks will inure to our exclusive benefit. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Website, the Services or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Website. You agree that you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods in connection with your use of the Website and/or the Services. Any use of the Website, Services or the Service Content other than as specifically authorized herein is strictly prohibited. We own all right, title and interest, including all related intellectual property rights, in and to the Services, Website, and Service Content, and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services and Website. The Agreement does not convey any rights, intellectual property or otherwise, in the Services, Website, or Service Content except as expressly granted in these Terms. We reserve any and all rights not otherwise granted.
- Infringement of Third-Party Intellectual Property. We respect intellectual property rights, and expect our Users to do the same. Accordingly, we may terminate a User’s access to the Website or our Services if we determine that the User is infringing our intellectual property rights or the intellectual property rights of any third parties.
- Your Ownership of User-Generated Content. You own any User-Generated Content that you create and submit or upload to the Website, including your account information, resume, or any other documents you may upload to your account. However, by submitting the content to our Website, you grant us a revocable, royalty-free, non-exclusive, worldwide, sub-licensable license to use, reproduce, display, modify, adapt, distribute and perform on, in connection with, or related to our Website or Services. We have the right to remove any and all Content, including User-Generated Content, in our sole discretion. Under no circumstances shall we be liable in any way for the User 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 the use of any User Content.
- Your Responsibility. You are solely responsible for any harm that results from Content you create, upload, link to or otherwise make available via the Website or our Services, whether written or otherwise. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Services is solely your responsibility. This includes, but is not limited to, any liabilities arising out of or related to intellectual property infringement, an invasion of a right of privacy (whether statutory or common law), or contractual or legal obligations. We are not responsible for any public display or misuse of your User-Generated Content.
- Monitoring of User-Generated Content. We reserve the right to monitor all User-Generated Content, and to remove or refuse any User-Generated Content that we believe, in our sole and exclusive discretion, violates any term or condition of the Agreement, or is otherwise harmful, inappropriate or objectionable.
- Feedback on our Services. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Services, provided by you to us, is non-confidential and we are entitled to the unrestricted use and dissemination of this information for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
COPYRIGHT VIOLATIONS AND THE DMCA
Copyright Violations. We are committed to protecting
copyrights and expect Users of the Website and Services to do the same. At
our discretion and in appropriate circumstances, we may terminate or prevent
access to all or part of the Website or our Services by Users who infringe
the intellectual property rights of others. Further, we abide by the United
States federal Digital Millennium Copyright Act (“DMCA”). If you believe
that a user’s content is your proprietary work and has been copied in a way
that constitutes an infringement of your copyrights or other intellectual
property in that work, please immediately notify us of any such copyright or
other intellectual property rights infringement. Similarly, if you disagree
that your content constitutes an infringement, you may send a
counter-notification. In either case, your written notice should be sent to
our designated agent as follows:
Eyes On Eyecare
PO Box 99112
San Diego, CA 92169
- Third-Party Providers. Third-party providers such as Facebook have their own infringement and DMCA procedures. If you believe a user on a third party site is infringing on your proprietary work, please use that third party’s infringement/DMCA complaint procedure.
- Copyright Infringement Notification. To file a copyright infringement notification, please send us written communication that includes the following in the format listed below:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- 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, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Counter-Notification. If you disagree that your content is an infringement of another’s work, you may elect to send us a counter notice. To be effective your counter notice must be a written communication provided to our designated agent that includes substantially the following. Please also use the following format to expedite this process:
- A physical or electronic signature of the subscriber;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification or an agent of such person.
- Material Misrepresentations in DMCA Notifications. Under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. All reports and inquiries will be kept confidential, except to the extent necessary to investigate any alleged violation and enforce the terms and conditions of these Terms. Before sending either a copyright infringement notification or counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with our rights and obligations under the DMCA and do not constitute legal advice. Where applicable, we will comply with the procedures outlined in the DMCA.
PAYMENT AND TRANSACTIONS
- Payments. Payment will be processed through a secure third party as agreed upon by the User. Payments must be received prior to accessing the Services provided to Employers through our paid subscription (i.e., monthly recurring) and non-subscription (i.e., one-time) based services including use of our technology and access to Users.
- Authorization to Collect, Retain and Use Payment Information. By agreeing to these terms, you are giving Eyes On Eyecare permission to collect your pertinent credit card information and charge your on-file credit card or other approved method of payment for fees that you authorize for subscription and non-subscription based Services. Depending on your payment selection, Eyes On Eyecare may charge you on a recurring or one-time basis.
- Responsibility for Payment. You are responsible for all fees, including taxes, associated with your use of the Services. By using the Services, you agree to pay Eyes On Eyecare the amount as mutually agreed between you and Eyes On Eyecare. The termination of this Agreement by you or Eyes On Eyecare will not absolve you of responsibility for any fees, costs, or expenses incurred prior to such termination.
We use email and electronic means to stay in touch with our Users. For contractual purposes, you:
- Consent to receive communications from Eyes On Eyecare in an electronic form via the email address you have submitted or via the Services; and
While Eyes On Eyecare is not a Job Seeker or Employer-referral service, we provide a platform for Employers to identify how much an Employer would pay another User for referring a candidate for an employment opportunity. Users are under no obligation to refer candidates to another User. If a User refers a candidate to an Employer who ultimately hires that candidate, the Employer is expected, but under no obligation to pay the stated referral fee directly to the referring User. Users are under no obligation to make any referrals or pay any fees. Eyes On Eyecare does not pay or receive any fees for referrals, but Eyes On Eyecare does provide a paid contingency recruiting service for Employers.
Eyes On Eyecare maintains certain relationships with third-party websites (“Affiliate Websites”). In particular, Eyes On Eyecare offers certain product packages that syndicate User accounts and job listings to Affiliate Websites. This means that User-Generated Content can and will be seen on Affiliate Websites and you acknowledge and authorize us to forward User-Generated Content to Affiliate Websites for publication.
DISCLAIMER OF WARRANTIES
EYES ON EYECARE PROVIDES THE WEBSITE, THE CONTENT AND THE SERVICES “AS IS,” WITHOUT WARRANTY OF ANY KIND. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EYES ON EYECARE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE WEBSITE AND THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.
Eyes On Eyecare makes no representation or warranty that the information we provide or that is provided through the Services is effective, accurate, reliable or correct; that the Services will meet your requirements; that the Services will be available at any particular time or location, that the Services will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Services is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, Content or other material obtained from the Services.
Above all, Eyes On Eyecare does not and cannot guarantee any result from using the Services. We do not and cannot guarantee that Job Seekers will be employed or Employers will employ a Job Seeker as a result of the Services. Moreover, we do not and cannot guarantee the success of any employment relationship that may occur as a result of using the Services.
LIMITATION OF LIABILITY
We are not liable for any damages, losses, costs, or expenses arising out of or in any way related to this Agreement, however remote. To the maximum extent permitted by applicable law, Eyes On Eyecare will not be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:
- The use, disclosure, or display of your User-Generated Content;
- Your use of or inability to use the Services or Website;
- The Services generally or the software, hardware, or systems that make the Services or Website available; or
- Any other interactions with Eyes On Eyecare or any User of the Services; whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether Eyes On Eyecare has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose.
Eyes On Eyecare will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.
RELEASE AND INDEMNIFICATION
You agree to indemnify and hold harmless Eyes On Eyecare from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website and the Services, including but not limited to your violation of this Agreement. If you have a dispute with one or more Users, you release Eyes On Eyecare from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive your rights under California Civil Code §1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him must have materially affected his or her settlement with the debtor.”
MODIFICATION OF AGREEMENT
Eyes On Eyecare reserves the right, at our sole discretion, to amend this Agreement at any time and will update this Agreement in the event of any such amendments. In the event that we choose to exercise our right to modify the Agreement, we will post the amended Agreement on the Website at https://eyesoneyecare.com/terms-of-service. Your continued use of the Website or the Services following such publication shall constitute your affirmative acknowledgement of and consent to the Agreement as amended. If you choose not to accept the terms of the amended Agreement, you must immediately discontinue any use of our access to the Website and our Services, and you must remove User-Generated Content immediately.
The Agreement, and any issues arising out of or related to the Agreement, the Website, or our Services shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions, which might otherwise cause the application of the laws of any jurisdiction other than the State of California. You and Eyes On Eyecare agree to submit to the exclusive jurisdiction and venue in the State and Federal courts located in the San Diego, California, except as provided below in this Agreement.
The Parties will attempt to resolve any disputes arising out of or in any way related to the Agreement through informal negotiations. In the event that the dispute cannot be settled through direct discussions, the Parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The Parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) shall be final and may be entered in any court having jurisdiction.
LIMITATION OF TERM ACTION
All disputes or claims (to the extent permitted by law) must be filed within one year of the first date on which the claim or notice of dispute could be asserted. If you do not file a claim or dispute during this time, it is permanently barred.
If any portion or provision of the Agreement is declared illegal or unenforceable by a court of competent jurisdiction, the remaining terms and conditions will continue to apply with equal force, and shall be valid and enforceable to the fullest extent permitted by law. In the event that the severance of one or more portions of the Agreement materially modifies the meaning, application, or outcome for any provision not so severed, the Agreement, and any clauses or provisions therein, shall be construed as closely as reasonably possible to the original intent of the Parties, as reflected in this Agreement.
ASSIGNMENT AND DELEGATION
Notices to you may be made via email (the “Notice”). We may also provide Notice to you of changes to the Agreement or other matters by displaying information on the Website. The Notice shall be deemed to have been given upon the sending of an email or the publication of such information on the Website. You may give Notice to us at any time by email to the following address: firstname.lastname@example.org.
HEADING CAPTIONS AND SUMMARIES
The headings, captions and summaries in this Agreement are for convenience only and in no way define, describe, or limit the scope or content of any provision of this Agreement.
A printed version of this Agreement and of any notice given in electronic form will 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 Agreement constitutes the entire agreement between you and Eyes On Eyecare, and supersedes all prior communications, agreements and understandings, written or oral, with respect to any subject matter arising out of or related to the Agreement, the Website, or our Services. By creating an account, you acknowledge that you have read and understand these Agreement and will be bound by these Agreement.