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Terms & Conditions


TERMS AND CONDITIONS OF USE OF EYEIC SITE AND SERVICES

(Last modified on November 8, 2011)

INTRODUCTION

Welcome to the EyeIC, Inc. website – www.eyeic.com (the “Site”). EyeIC provides the Site to you subject to the following Terms and Conditions of Use (as updated and modified from time to time, these “Terms and Conditions of Use”), which govern your use of the Site. By viewing or using the material on the Site, you indicate and confirm that you understand and agree to the following provisions:


TERMS AND CONDITIONS OF USE

EyeIC provides the Site to you, subject to these Terms and Conditions of Use, which may be updated by us at any time and without notice. Unless stated otherwise, changes will be effective when they are posted. You can review the most current version of the Terms and Conditions of Use at any time by clicking on the link entitled Terms of Use located on our home page – www.eyeic.com.

NO SOLICITATION OR OFFER OF MEDICAL SERVICES OR ADVICE

The Site is designed to provide general information about EyeIC and its products and services and to provide registered Users of EyeIC services, including MatchedFlicker, access to that software/service. Some products and/or services may not be available in all states or in all countries. No material contained on the Site or accessed through use or operation of any EyeIC service, including MatchedFlicker, should be construed as medical advice and/or treatment. No physician/patient relationship is created between EyeIC and you by reason of your use of the site or your use of any EyeIC service, including MatchedFlicker, or under any circumstances. Individual inquiries about sensitive or confidential matters should be addressed to appropriate health care professionals.


NO LEGAL ADVICE

Nothing contained, expressed, or implied in the Site is intended as, nor shall be construed or understood as, legal advice, guidance, or interpretation. No attorney-client relationship is created between EyeIC and you by reason of your use of the Site or of any EyeIC service, including MatchedFlicker, or under any circumstances. If you have questions about any law, statute, regulation, or requirement referenced in this site, you should contact your own legal counsel.


ACCOUNTS, PASSWORDS AND SECURITY

Once you establish an account with respect to any EyeIC service, you will be asked to create a password, the use of which will be required in order to access that service and your information and your patients’ information. You are responsible for maintaining the confidentiality of the password and are fully responsible for all activities that occur under your password. You agree to immediately notify EyeIC of any unauthorized use of your password or other breach of security and to exit from your account at the end of each session. EyeIC cannot and will not be liable for any losses or damages arising from your failure to comply with this section. Except where expressly authorized by law, you certify that you are not using another person’s password or user identification to gain access to any EyeIC service. You agree not to falsely state or otherwise misrepresent your affiliation with a person or entity to obtain access to any EyeIC service, including MatchedFlicker. You also agree not to copy or disseminate, electronically or otherwise, except at expressly authorized by law, personal or confidential information you receive through any EyeIC service, including MatchedFlicker.


EYEIC PRIVACY POLICY AND PRIVACY PRACTICES

The information you provide to us is subject to our Privacy Policy. The protected health information provided to us by registered Users of any EyeIC service is subject to the procedures and other requirements set forth in our Notice of HIPAA Privacy Practices. You can review the most current version of the Website Privacy Policy and the Notice of HIPAA Privacy Practices at any time by clicking on the link entitled Privacy Policy located on each page of our site and our home page, www.eyeic.com.


HOLD HARMLESS

You agree to, and do hereby, release EyeIC and its subsidiaries and affiliates, and all of its and their directors, managers, officers, agents, and employees, and hold it and them harmless, from any claims, demands, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, asserted by any third party due to or arising out of your use of the Site or any EyeIC service, including MatchedFlicker, your violation of these Terms and Conditions of Use, and/or your violation of law.


GENERAL PRACTICES REGARDING ACCESS, USE AND STORAGE

You acknowledge that EyeIC may establish general practices and limits concerning use of the Site and its services, including MatchedFlicker. You acknowledge that, except as may be expressly required under any other agreement between you and EyeIC, such as the MatchedFlicker License and User Agreement (or Beta License and User Agreement) if you are a registered user of MatchedFlicker, EyeIC reserves the right to terminate access to any service, including MatchedFlicker, for any reason, including, but not limited to those accounts that are inactive for an extended period of time. You further acknowledge that EyeIC reserves the right to change its general practices at any time, in its sole discretion, with or without notice.


MODIFICATIONS TO THE SITE AND MATCHEDFLICKER

EyeIC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site and any service, including MatchedFlicker (or any part thereof) with or without notice. You agree that, except as may be expressly required under any other agreement between you and EyeIC, such as the MatchedFlicker License and User Agreement (or Beta License and User Agreement) if you are a registered user of MatchedFlicker, EyeIC will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or any service, including MatchedFlicker.


TERMINATION

You agree that EyeIC, in its sole discretion, may terminate your access to or use of the Site or your password, user identification (or any part thereof), or use of any service, including MatchedFlicker, for any reason, including, without limitation, for lack of use or if EyeIC believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions of Use. You agree that any termination of your access to the Site and/or a service, including MatchedFlicker, under any provision of these Terms and Conditions of Use may be effected without prior notice, and acknowledge and agree that EyeIC may immediately deactivate or delete your password and user identification and, except as expressly required by law, any electronic access to information in your account and/or bar any further access to such files or the site and/or service. Further, you agree that, except as may be expressly required under any other agreement between you and EyeIC, such as the MatchedFlicker License and User Agreement (or Beta License and User Agreement) if you are a registered user of MatchedFlicker, EyeIC shall not be liable to you or any third party for any termination of your access to the site and/or any service, including MatchedFlicker.


LINKS TO THIRD PARTY SITES

EyeIC occasionally provides links to other entities on the Site for your convenience. When you link to these other sites, you are leaving the Site. These third party websites are maintained by organizations that EyeIC does not control. A link on the Site to any third-party website does not constitute endorsement of the content, viewpoint, policies, products, or services provided or advertised on that website. Once you link to a website not maintained by EyeIC, you are subject to the terms and conditions of that website, including, but not limited to its Privacy Policy. Because EyeIC has no control over such sites, you acknowledge and agree that EyeIC is not responsible or liable for any content, advertising, products, or other materials on or available from such sites. You further acknowledge and agree that EyeIC will not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such website.


COMMUNICATIONS WITH US; GRANT OF LICENSE TO US

We welcome your feedback and suggestions about how to improve our products and services and the Site. By transmitting any suggestions, information, material, or other content, to EyeIC, you automatically grant EyeIC the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform, and display such materials (in whole or in part) worldwide and/or to incorporate it into other works in any form or media now known or later developed. Further, EyeIC is free to use any ideas, concepts, know-how, techniques, and suggestions contained in any communications you send through the site for any purpose, including but not limited to creating and marketing products and/or services using such information.


EYEIC’S PROPRIETARY RIGHTS

You acknowledge and agree that the Site and/or any service accessible through it, including MatchedFlicker, and any necessary software used in connection with the Site and any such service, contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that the content (including images, text, and the “look and feel” attributes) presented to you through the Site and/or portals is protected by copyrights, trademarks, service marks, patents, and/or other proprietary rights and laws. Except as expressly authorized by EyeIC in writing, you agree not to modify, copy, rent, lease, loan, sell, distribute, or create derivative works based on the site and/or such services, including MatchedFlicker, in whole or in part. EyeIC grants you a personal, nontransferable, and nonexclusive right and license to use the object code of its software underlying the Site on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse-engineer, reverse-assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the software. You agree not to modify the software in any manner or form, or to use modified versions of the software, including (without limitation) for the purpose of obtaining unauthorized access to the site and/or any service. You agree not to obtain access to the Site and/or any EyeIC services by any means other than through the interface that is provided by EyeIC.


DISCLAIMER OF WARRANTIES

You expressly understand and agree that, except as may be expressly required under any other agreement between you and EyeIC, such as the MatchedFlicker License and User Agreement (or Beta License and User Agreement) if you are a registered user of MatchedFlicker:

  • Your use of the Site and/or any EyeIC services, including MatchedFlicker, is at your sole risk. The Site and all services are provided on an “as is” and “as available” basis. EyeIC expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
  • EyeIC makes no warranty that (1) the Site and/or any service will meet your requirements, (2) the Site and/or any service will be uninterrupted, timely, secure, or error-free, (3) the results that may be obtained from the use of the site and/or service will be accurate or reliable or (4) any errors in the site will be corrected.
  • Any material downloaded or otherwise obtained through the use of the site and/or any service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
  • No advice or information, whether oral or written, obtained by you from EyeIC or through or from the site and/or any service shall create any warranty not expressly stated in these Terms and Conditions of Use.

Some jurisdictions do not allow the exclusion or disclaimer of certain warranties. As a result, some of the limitations of this section may not apply to you.


LIMITATION OF LIABILITY

You expressly understand and agree that EyeIC shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if EyeIC has been advised of the possibility of such damages), resulting from: (1) the use or the inability to use the Site and/or any EyeIC service; (2) unauthorized access to or alteration of your transmissions or data; (3) statements or conduct of any third party on the Site and/or ay EyeIC service; or (4) any other matter relating to the Site and/or any EyeIC. Some jurisdictions do not allow the exclusion of liability for incidental or consequential damages. As a result, some of the limitations of this section may not apply to you.


ELECTRONIC NOTICE

EyeIC may send you information regarding the Site and/or any service, including MatchedFlicker by either email or regular mail. The Site and/or any service may also provide notices of changes to these Terms and Conditions of Use or other matters by displaying notices or links to notices to you generally on the site or the service.


TRADEMARK INFORMATION

All trademarks, service marks, and logos are proprietary to EyeIC. Use or misuse of these trademarks is expressly prohibited and may violate federal and/or state trademark law. Without EyeIC’s prior written permission, you agree not to display or use in any manner, the trademarks, service marks, and logos found on the Site and/or any service. You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Site and/or any service. EyeIC enforces its intellectual property rights to the fullest extent of the law.


GENERAL INFORMATION

These Terms and Conditions of Use, together with any other agreement between you and EyeIC, such as the MatchedFlicker License and User Agreement (or Beta License and User Agreement) if you are a registered user of MatchedFlicker, constitute the entire agreement between you and EyeIC and govern your use of the Site and/or any service, superseding any prior agreements between you and EyeIC. These Terms and Conditions of Use and the relationship between you and EyeIC will be governed by the laws of the Commonwealth of Pennsylvania, without reference to its choice of law rules. You and EyeIC agree to submit to the personal and exclusive jurisdiction of the courts located within Philadelphia, Pennsylvania. The failure of EyeIC to exercise or enforce any right or provision of these Terms and Conditions of Use does not constitute a waiver of such right or provision. If any provision of these Terms and Conditions of Use 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 these Terms and Conditions of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site and/or any service or these Terms and Conditions of Use must be filed within one year after such claim or cause of action arose or be forever barred. The section titles in these Terms and Conditions of Use are for convenience only and have no legal or contractual effect.


VIOLATIONS

Please report any violations of these Terms and Conditions Use by contacting us at (and using any of the following means):

EyeIC, Inc.
Attn: Legal
200 Barr Harbor Drive, Suite 400
West Conshohocken, PA 19428
Phone: (610) 941-2931
Fax: (484) 840-5361
E-mail: legal@eyeic.com