TERMS OF USE AGREEMENT

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Last Update July 18, 2013

This Terms of Use Agreement (the “Agreement”) shall be governed by the Electronic Signatures Act, and your agreement to the terms of this Agreement shall be manifested by any use, viewing or access to the web site <www.LensOnDemand.com> (the “Site”).

PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY BEFORE USING THIS WEB SITE. LensOnDemand.com (“LOD,” “we,” “us”) provides this Site and the LensOnDemand.com services (the “Services”) subject to your compliance with the terms and conditions set forth in this Agreement. This Agreement governs the relationship between LOD and you (the “Site Visitor” or “you”) with respect to your use of the Site. It is important that you read carefully and understand the terms and conditions of this Agreement. BY USING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. If you do not agree to these terms and conditions, you must not use the Site.

LOD may at any time, at its sole discretion, revise or otherwise update this Agreement by posting an amended Agreement on the Site; any changes that LOD makes to this Agreement will be effective immediately upon posting. Please check this page periodically for changes to the Agreement; you will be able to determine if this Agreement has been changed since your previous visit by viewing the “Last Updated” information that appears at the top of this Agreement. Your use of the Site following the posting of an updated Agreement constitutes acceptance of the updated Agreement.

Further, LOD reserves the right, at any time, to modify or discontinue, temporarily or permanently, the Site (or any part thereof) without notice. You agree that LOD shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site, or of any materials (including the Services) provided on the Site.

1. YOUR USE OF THE SITE. By using the Site and/or requesting the Services, you confirm that you are a health care provider, or that your use of the Site and/or your request for the Services is made on behalf of a health care provider, as that term is defined in the Health Insurance Portability and Accountability Act of 1996 and all subsequent amendments (“HIPAA”) and the standards and regulations set forth by the United States Department of Health and Human Services pursuant to HIPAA. You agree that all Electronic Health Records and/or Electronic Medical Records entered at the Site will be protected by you in compliance with HIPAA and all regulations and standards. The Services are available only to customers, service providers, distributors, manufacturers, and suppliers who can enter into legally binding contracts under applicable law for legitimate business purposes as further limited below.

2. PRIVACY. Your privacy is very important to LOD. We designed our Privacy Policy to make important disclosures about how you can use LOD to share with others and how we collect and can use your content and information. We encourage you to read the Privacy Policy, and to use it to help make informed decisions.

3. THE MATERIALS PROVIDED ON THE SITE DO NOT CONSTITUTE MEDICAL ADVICE. LOD makes available certain information and materials on the Site, including information obtained from manufacturers, distributors and/or suppliers of products sold on the Site, some of which may be provided for general informational purposes only (the “Materials”). The Materials are not intended to constitute, and do not constitute, medical advice, and are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Anyone accessing the Materials should not act upon them without first seeking medical advice from his/her physician. Further, the Materials are general in nature, and may not apply to particular factual or medical circumstances. In addition, LOD does not seek to practice medicine in any jurisdiction in which it, or its employees, are not properly authorized to do so. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Site. If you think you may have a medical emergency, call your doctor or 911 immediately.

4. USER’S SUBMISSIONS. Personal information you submit to the Site is governed by the Privacy Policy. To the extent there is an inconsistency between this Agreement and the Privacy Policy, this Agreement shall govern. You agree that you will not upload or transmit any communications or content of any type to the Site that infringes or violates any rights of any party.

By submitting communications or content to the Site, you agree that such submission is non-confidential for all purposes. If you submit any business information, idea, concept or invention to the Site, you automatically grant, or warrant that the owner of such content or intellectual property has expressly granted, LOD a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. LOD may sublicense its rights through multiple tiers of sublicenses. If you wish to keep any business information, ideas, concepts or inventions private or proprietary, do not submit them to the LOD without a prior agreement regarding confidentiality.

It is strictly prohibited to upload information of any kind that contain expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with this Agreement or the Privacy Policy.

You agree that you will not upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or this Site.

LOD reserves the right to review all information prior to posting on the Site and to remove any information for any reason, at any time, without prior notice, at its sole discretion.

5. RULES OF CONDUCT. You agree to comply with all applicable laws, rules and regulations in accessing and/or using the Site and/or the Services and/or the Materials. In addition, your use of the Site is conditioned on your compliance with the following rules of conduct. You agree not to:

(a) impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party’s advertising, branding or other promotional content into any of the Site’s content, materials or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; (c) attempt to gain unauthorized access to other computer systems through the Site; (d) engage in spidering, screen scraping, database scraping, harvesting of catalogue information, e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining information on users or other information from or through the Site or the services offered on or through the Site, including without limitation any information residing on any server or database connected to the Site or the services offered on or through the Site; (e) obtain or attempt to obtain unauthorized access to computer systems, the Services or the Materials through any means; (f) use the Site or the Services or the Materials made available on or through the Site in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; (g) use the Site or the Services or Materials in violation of LOD’s or any third party’s intellectual property or other proprietary or legal rights; (h) use any known or future unknown technology to harvest, names, auction ids, web site addresses, names or addresses for spam, reverse engineering, data collection, data mining, unsolicited telemarketing or other unwanted nuisance intrusions; (i) use any device, software or scheme that would interfere with the proper functioning of the Site, or any transaction via the Site; (j) place an undue burden or interfere with the lawful transmission of the Services or the Materials content to the Site’s users, or use any device to limit LOD’s total free access to the web infrastructure; and (k) use the Site or the Services or the Materials in violation of any applicable law. You further agree that you may not attempt (or encourage or support anyone else’s attempt) to engage in any of the foregoing prohibited activities or to circumvent, reverse engineer, decrypt, disassemble, decompile or otherwise alter or interfere with the Site or the Services or the Materials, or any content thereof, or make unauthorized use thereof. You agree that you will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site or the Services or the Materials. You may not obtain, use or access, or attempt to obtain, use or access, any materials or information through any means not intentionally made publicly available or provided for through the Site

6. LOD’S PROPRIETARY RIGHTS. You acknowledge and agree that the Site, the Services and the Materials provided on the Site are and shall remain the property of LOD and/or its licensors, and are protected by copyright, trademark, and/or other proprietary rights and laws. Except as expressly authorized in advance in writing by LOD, you agree not to copy, distribute, transmit, display, perform or create derivative works of the Site or the Materials, provided that, subject to your compliance with this Agreement, LOD does grant to you a limited, personal, revocable, non-transferable and non-sublicensable license to (a) access the Site and the Materials via the Internet solely for purposes of viewing the Materials and (b) to print out pages of the Site for your personal, non-commercial use if you include the following copyright notice: "Copyright ©2013, LensOnDemand.com. All rights reserved." and other copyright and proprietary rights notices that are contained in the Materials. Any special rules for the use of other items accessible on the Site may be included elsewhere within the Site and are incorporated into this Agreement by reference.

Materials and features of the Site and the Services are subject to change or termination without notice in the editorial discretion of LOD. All rights not expressly granted herein are reserved to LOD and its licensors. If you violate any provision of this Agreement, your permission to use the Services and the Materials provided on the Site automatically terminates and you must immediately destroy any copies you have made of any portion of the Materials.

All trade names, trademarks and service marks on the Site that are not owned by LOD or its affiliates are the property of their respective owners. The trade names, trademarks, and service marks owned by LOD or its affiliates, whether registered or unregistered, may not be used in connection with any product or service that is not either LOD’s or one of its affiliate’s product or Services, or in any other manner that is likely to cause confusion or dilution. Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any right or license to use any of LOD’s (or its affiliates’) trade names, trademarks, or service marks without the prior express written permission of LOD or its affiliates.

7. ADVERTISEMENTS, SEARCHES, AND LINKS TO OTHER SITES. The Site may provide links to third-party web sites. LOD also may select certain sites as priority responses to search terms you enter and LOD may agree to allow advertisers to respond to certain search terms with advertisements or sponsored content. LOD does not recommend and does not endorse the content on any third-party websites. LOD is not responsible for the content of linked third-party sites, sites framed within the LOD Site, third-party sites provided as search results, or third-party advertisements, and does not make any representations regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites. LOD does not endorse any product, service, or treatment advertised on the LOD Site.

8. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES. The Site is an electronic portal for customers, service providers, distributors, manufacturers, and suppliers. LOD makes no representations about the accuracy, reliability, completeness, or timeliness of Materials contained on, distributed through, or linked, downloaded or accessed from the Site and makes no representations whatsoever about the information posted on the Site obtained as a result of an advertisement on the Site or any other information or offer in or in connection with the Services. LOD is not involved in the actual transaction between customers and distributors, manufacturers, and suppliers. As a result, LOD has no control over the quality, safety, or legality of the products advertised, the truth or accuracy of the listings, the ability of suppliers to sell or provide the products, the ability of insurance providers to reimburse claims, or the ability of customers to buy products. LOD cannot and does not control whether or not distributors, manufacturers, or suppliers will complete the sale of products they offer or that customers will complete the purchase of products. In addition, there are risks of dealing across national borders, with underage people, or with people acting under false pretense. Because user authentication on the Internet is difficult, LOD cannot and does not confirm that customers, service providers, distributors, manufacturers, and suppliers are who they claim to be.

THE SITE, THE SERVICES AND THE MATERIALS ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. LOD, ITS AFFILIATES AND ITS SUPPLIERS DO NOT MAKE ANY, AND HEREBY DISCLAIM ALL, WARRANTIES THAT MIGHT ARISE FROM YOUR USE OR RELIANCE ON THE SITE (INCLUDING ANY LINKS TO OTHER WEBSITES THAT ARE CONTAINED WITHIN THE SITE), THE SERVICES AND THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. LOD, ITS AFFILIATES AND ITS SUPPLIERS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF LOD, ITS AFFILIATES AND/OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, THE DEMO SOFTWARE, THE SERVICES AND OTHER MATERIALS IS TO STOP USING THE SITE, THE SERVICES AND THE MATERIALS.

9. INDEMNITY. You agree to release and defend, indemnify and hold harmless LOD, its affiliates and its suppliers, and each of their respective partners, employees, representatives and agents, from and against all claims, losses, costs, damages, liabilities, and expenses (including but not limited to attorneys’ fees) arising out of: (a) your activities in connection with the Site; (b) your use of the Services or the Materials provided by LOD based on your request made on this Site; (c) any violation or alleged violation of the Terms of Use of any third party website by LOD, or other claim of violation or alleged violation made by any third party against LOD, arising out of the provision of any Services or Materials to you based on your request made on this Site; (d) any violation of this Agreement by you; (e) any improper or unauthorized use of the Services or the Materials by you; (f) any allegation that anything you transmit through or in connection with the Site infringes or otherwise violates the copyright, trademark, trade secret, privacy, or other rights of any third party; and (g) any dispute that you have with one or more other users of the Site.

10. JURISDICTIONAL ISSUES. The Site is controlled and operated by LOD from its principal office in Weston, Florida, U.S.A., and is not intended to subject LOD to the laws or jurisdiction of any state, country, or territory other than that of Florida and of the United States of America. LOD does not represent or warrant that the Site, the Services and the Materials, or any aspect thereof, are appropriate or available for use in any particular jurisdiction. Those who choose to access the Site and/or use the Services and the Materials do so on their own initiative and at their own risk, and are responsible for complying with local laws. LOD may limit the availability of the Site to any person, geographic area, or jurisdiction it chooses, at any time in its sole discretion. You agree not to transport, import, export or re-export all or any part of the Materials to (or to a national or resident of), or to use all or any part of the Services and the Materials from (as applicable): (a) Balkans, Burma (Myanmar), Cuba, Iran, Liberia, North Korea, Sudan, Syria, or any other country to which the United States has embargoed goods; or (b) any person or entity on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, and you represent, warrant, and covenant to LOD that you are not located in or under the control of any such country or on any such list.

11. GOVERNING LAW AND FORUM. This Agreement is governed by and shall be construed in accordance with the laws of the State of Florida, United States of America, without regard to its principles of conflicts of law. In the event of a dispute arising under or relating to this Agreement, the Site or the Materials between you and LOD or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers, you agree to the exclusive jurisdiction of the federal and state courts located in Broward County in the State of Florida, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

12. COPYRIGHT AGENT. LOD respects the intellectual property rights of others, and requires that the people who use the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to LOD, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:

Your address, telephone number, and email address;

A description of the copyrighted work that you claim has been infringed;

A description of where the alleged infringing material is located;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Copyright Agent
LensOnDemand.com
3265 Meridian Parkway
Suite 112
Weston, Florida 33331

13. MISCELLANEOUS. If any provision of this Agreement is found for any reason to be unlawful, void, or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. A party’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

14. COMPLETE AGREEMENT; NO MODIFICATION; NON-ASSIGNABILITY. Except as otherwise expressly provided, these Terms of Use together with any of LOD’s policies referred to herein, are the entire Agreement between you and LOD relating to your use of the Site, the Services and the Materials, and supersedes any and all prior or contemporaneous written or oral Agreements between you and LOD regarding the same subject matter (except other written, fully-executed contracts, including Sales Order Authorizations between you and LOD). Neither the course of conduct between you and LOD, nor trade practice, shall act to modify any provision of this Agreement, and any modification of this Agreement must be in writing and signed by the party against whom enforcement is sought. This Agreement is not assignable, transferable or sublicensable by you except with the prior written consent of LOD.

Questions or comments regarding the Site should be submitted using the Contact Us Form or via U.S. mail to: Webmaster, LensOnDemand.com, 3265 Meridian Parkway, Suite 112 Weston, Florida 33331

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