Terms and Conditions of Use

Last Updated: February 18, 2010

Visible Optometry (“we”, “us” and terms of similar meaning) provides this web site (in these terms we call this site and any successor websites, and any software provided by Visible Optometry for use with the site, the “Site”) to you subject to these terms and conditions of use (these “Terms”). Please read these Terms carefully before using the Site. By accessing or using the Site or by merely browsing the Site you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Site.

This Site is not intended to be used by children. You must be at least of the age of majority to use this Site.

Our customers are called “Clients” and together with registered users of our forum or other interactive areas of the Site, these people are collectively described in this Privacy Policy as “Users” of our Site.

These Terms apply to the access and use of our website visibleoptometry.ca, and all subdomains and related sites. If you are a Visible Optometry client, please refer to your Client Contract for the terms and conditions governing that relationship.

Visible Optometry reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline of the Site, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any. If you do not agree with the changes, you can cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month-end after cancellation). Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Site after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Site. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Site. If you have any questions about the Terms, please email us at info[at]visibleoptometry.ca.

1. Privacy Policy

Please refer to Visible Optometry's privacy policy, available at (the “Privacy Policy”) for information on how Visible Optometry collects, uses and discloses personally identifiable information from its users. By using the Site you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

2. Registration Data; Account Security

If you register for an account on the Site (in our Forums or otherwise), you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to Visible Optometry, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Visible Optometry. You are responsible for all activity on your Visible Optometry account, and for all charges incurred by your Visible Optometry account.

3. Ownership, Copyright and Trademarks

In these Terms the content on the Site, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. All Content and all software available on the Site or used to create and operate the Site is the property of Visible Optometry or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Site, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Visible Optometry.

4. Your Limited License of Your User Content to Visible Optometry

We do not claim any ownership interest in your User Content (such as postings to our Forum or client testimony), but we do need the right to use your User Content to the extent necessary to operate the Site, and provide the services provided by the Site, now and in the future. For example, if you leave comments on the Visible Optometry blog or posts on the Visible Optometry forum, we need your license to display that User Content on the Site, and we need the right to sublicense that User Content to our other Users so that they can view that User Content.

Therefore, by posting or distributing User Content to or through the Site, you (a) grant Visible Optometry and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content on the Site, in the manner in and for the purposes for which the Site from time to time uses such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Site; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Site, as described in Section 5 of these Terms.

These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Site. And they are transferable because we need the right to transfer these licenses to any successor operator of the Site. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Site does this to your User Content when it processes it for use in the Site.

5. Our Limited License of Content to You

Visible Optometry grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Site and to view, copy and print the portions of the Content available to you on the Site. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Site or the Content, or reproduce, distribute or display the Site or any Content (except for page cacheing) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Site or the Content other than for its intended purpose.

Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Visible Optometry at any time.

You represent and warrant that your use of the Site and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.

To request permission for uses of Content not included in this license, you may contact Visible Optometry at the address set out at the bottom of these Terms.

6. Use of Interactive Areas and the Site

The Site may contain discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the Site (“Interactive Areas”). If Visible Optometry provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Site will be considered non-confidential. By using any Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:

• Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
• Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
• Unsolicited promotions, political campaigning, advertising or solicitations;
• Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
• Viruses, corrupted data or other harmful, disruptive or destructive files;
• Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
• Content that, in the sole judgment of Visible Optometry, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose Visible Optometry or its affiliates or its users to any harm or liability of any type.

Finally, Visible Optometry has a “zero-tolerance” policy towards SPAM: you may not use the Interactive Areas or the Site generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Site you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.

Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site.

7. Links to Other Sites

The Site may contain links to third-party Web sites (“Third-Party Sites”) and third-party content (“Third-Party Content”) as a service to those interested in this information. Third-Party Sites include payment processors and other payment intermediaries that you may use in connection with your use of the Site. You use links to Third-Party Sites, and any Third-Party Content or service provided there at your own risk. Visible Optometry does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Sites. Visible Optometry provides these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply Visible Optometry' endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. Visible Optometry accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or Web sites linking to the Site. When you leave the Site, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

8. Advertisements and Promotions

Visible Optometry may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Visible Optometry, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Visible Optometry is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.

9. Warranty Disclaimer

The Site, the Content and the services provided by the Site are provided to you on an “as is” basis without warranties from Visible Optometry of any kind, either express or implied. Visible Optometry expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Visible Optometry does not represent or warrant that Content is accurate, complete, reliable, current or error-free, and expressly disclaims any warranty or representation as to the accuracy or proprietary character of the Site, the Content or any portion thereof.

While Visible Optometry attempts to make your access to and use of the Site safe, Visible Optometry does not represent or warrant that the Site or any Content are free of viruses or other harmful components.

10. Limitation of Liability; Indemnity

You waive and shall not assert any claims or allegations of any nature whatsoever against Visible Optometry, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Site or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site. You use the Site at your own risk.

Without limitation of the foregoing, neither Visible Optometry nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Site or the Content, including without limitation any damages caused by or resulting from your reliance on the Site or other information obtained from Visible Optometry or any other Released Party or accessible via the Site, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Visible Optometry or any other Released Party's records, programs or Services.

In no event shall the aggregate liability of Visible Optometry, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site exceed any compensation paid by you for access to or use of the Site or our other services during the three months prior to the date of any claim.

You shall defend, indemnify and hold harmless Visible Optometry and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, and from the use of the Site by any person to whom you give access to your account (including as staff), including any claims made by any person that any of your User Content infringes the rights, including the intellectual property rights, of any third party.

11. Communications

Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data. Second, we may post a notice to Clients in the dashboard area of your account on the Site (if a suitable location exists). Third, we may post the notice elsewhere on the Site. Fourth, we may send mail to your address provided in your Registration Data. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.

Subject to the Privacy Policy, if you send to Visible Optometry or post on the Site in any public area any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that Visible Optometry can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Site or send them to us.

12. Applicable Law and Venue

The Site is controlled by Visible Optometry and operated by it from its office in Waterloo, Ontario. You and Visible Optometry both benefit from establishing a predictable legal environment in regard to the Site. Therefore, you and Visible Optometry explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to these Terms; (b) the Site or Content; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site; or (d) the relationships that result from these Terms or the Site or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Visible Optometry related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Visible Optometry. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.

To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Waterloo, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

If you choose to access the Site from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Visible Optometry and the other Released Parties for your failure to comply with any such laws.

13. Miscellaneous

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Visible Optometry may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Visible Optometry, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Visible Optometry regarding your use of the Site, and supercede all prior or contemporaneous communications whether electronic, oral or written between you and Visible Optometry regarding your use of the Site. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.

14. Questions and Comments

If you have any questions regarding these Terms or your use of the Site, please contact us here:

Visible Optometry
55 Northfield Dr. E
Suite 384
Waterloo, Ontario
N2K 3T6 Canada
(800) 899-5564 (phone)
(888) 589-3586 (fax)
info[at]visibleoptometry.ca