Terms of Service:

Please read these Terms of Service (“Terms”) carefully as they govern your access to and use of Alexander Optical’s website and associated applications. By continuing to access or use the Alexander Optical Platform, you indicate that you have read and accept these terms of service and agree to comply with and be bound by these Terms.

Thank you for using Alexander Optical!

These Terms constitute a legally binding agreement (“Agreement”) between you (the “User”) and Alexander Optical (as defined below) governing your access of the Alexander Optical website, including any Third-Party affiliates thereof, and any other websites through which Alexander Optical makes its services available (collectively, “Site”), our mobile device applications (“Application”) and all associated services (collectively, “Services”). If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. The Site, Application and Services together are hereinafter collectively referred to as the “Alexander Optical Platform”.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

In the event that changes are made to any terms or conditions a new copy of the Terms shall be available on the Alexander Optical Platform with a memo at the top of the document highlighting said changes. Changes to the Terms will be effective immediately upon notification to users of the updated documents availability on the Alexander Optical Platform. Alexander Optical may require users to provide consent to the updated Terms in specified manner before further use of the Alexander Optical Platform and/or Services provided.

If you do not agree with any change(s) after receiving a notice of such change(s), you shall be required to stop using the Alexander Optical Platform and/or Services. Otherwise, your continued use of the Alexander Optical Platform and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE TERMS OF SERVICE SECTION ON THE ALEXANDER OPTICAL PLATFORM TO VIEW THE MOST CURRENT TERMS. You should read these Terms of Service in their entirety; however, this index is provided for reference.

1 Definition of Key Terms

· User(s). The terms User and Users represent the general term to identify all individuals and organizational representatives accessing regardless of the category of access and service. These Terms apply to all users, with exception to sections nine, ten & eleven (9, 10 & 11), unless otherwise stated.

· Eye Care Professionals. The term used to identify the collective group of accredited professionals made up of Optometrists, Opticians, and Optometric Assistants who seek Administrative Services from Alexander Optical. Please see section seven (7) for additional information.

· Hosts. The term used to identify the corporations seeking to host clinics within their operations, sites or on their behalf. Please see section eight (8) for additional information.

· Patients. The term used to identify the individuals invited to attend a clinic through a registered Host. Please see section nine (9) for additional information

· Clinic(s). The term used to identify the mobile event scheduled and organized by Alexander Optical. This term can also be applied to other local eye care clinics in which Subscriber's constituents may come into contact with.

· Eye Care. The term used to encompass all the services and goods provided by Eye Care Professionals.

· Electronic Medical Record. The type of third-party system used for the collection, use, and storage of personal health information. For additional information please see sections two (2), five (5) and review the Alexander Optical Privacy Policy.

2 Scope of Services

2.1 General Information

The Alexander Optical Platform constitutes a technology Platform that combines the Services of an online Electronic Medical Record system with scheduling software that enables Users to schedule Clinics and/or Appointments with third-party independent Eye Care Professionals who have additional agreements with Alexander Optical, for the provision of Eye Care. You understand and acknowledge that Alexander Optical is not, nor does it represent itself as being, a Healthcare provider and that all such Healthcare services are provided by independent third-party contractors who are not employed by Alexander Optical or any of its affiliates.

The Services provided directly by the organization are administrative, event management and informational Services. Informational Services are available to all users and should be used for educational purposes only and are not Healthcare services. The information provided is designed to educate Users about eye health, industrial changes and legislation and is not specific to individual users and/or Patients unless otherwise described.

The Alexander Optical Platform may be used for the communication of Eye Care Professionals and Patients, these communications are done so at the discretion of the users, for additional information see section nine, subsection five, subsection two (9.5.2).

2.2 License

Subject to your compliance with these Terms, Alexander Optical grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable, license to: (i) access and use the Alexander Optical Platform on your personal device solely in connection with your use of the Services; and (ii) access and use of Collective Content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted are reserved by Alexander Optical and Alexander Optical’s Licensors.

2.3 Restrictions

The Alexander Optical Platform and associated systems do not represent, or claim to represent, an Eye Care organization. Only those vetted and identified as authorized Eye Care Professionals are qualified to provide Eye Care Services through Alexander Optical Services. These Services are not a replacement for traditional optometric organizations, the Services are designed to allow for additional access and convenience to Patients. For serious and/or major eye injuries, conditions or concerns please contact your current optometrist, general professional or visit an emergency room as soon as possible.

2.4 Third Party Services and Content

The Services may be made available or accessed in connection with third party services and content (including advertising), provided for user convenience, that Alexander Optical does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. Alexander Optical does not represent such third-party services and content and in no event shall Alexander Optical be responsible or liable for any products or services of such third-party providers. Alexander Optical holds no responsibility for the availability, accuracy, the related content, products, or services provided by third-third parties, with some exceptions in relation to the Electronic Health Record System provided by Alexander Optical to Users.

Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of service.

In respect of the third-party Services provided by Eye Care Professionals, Alexander Optical does offer some support, answer questions, and will record feedback on their behalf as appropriate. Additional support is offered in respect to dispute resolution. Please see sections seventeen (17) for in depth information.

2.5 Ownership

The Alexander Optical Platform, Alexander Optical Content and rights therein, with exception to personal health information, are and shall remain the property of Alexander Optical or the property of Alexander Optical’s licensors. Neither these Terms nor your use of the Alexander Optical Platform convey or grant to you any rights to use or reference in any manner Alexander Optical’s brand elements, company name, logo, product and service names, trademarks or services marks or those of Alexander Optical’s licensors. You are not permitted to copy or otherwise reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any Alexander Optical Content, except as expressly permitted by these Terms. Please see section six, subsections four and five (6.4 and 6.5) for additional information.

3 Eligibility, Using the Platform & User Verification

3.1 Eligibility & Restrictions

In order to access and use the Alexander Optical Platform or register an Alexander Optical Account you must be a duly organized, validly existing business, organization or other legal entity in good standing under the Provincial and/or Federal laws (as appropriate) and able to enter into legally binding contracts.

Eye Care Professionals shall only be eligible upon proof of the appropriate licensing within Ontario. For Patients who are non-residents of Ontario, additional verification may be required prior to reception of Services.

Alexander Optical reserves the right to deny your request for an Account at our sole discretion if we suspect you are in contravention of any of these Terms. If Alexander Optical denies your request you will be notified via email with contact information, you will have the opportunity to request the denial be overturned if you are able to provide proof that a contravention did not occur and/or the situation has been amended.

3.2 Using the Platform

Your use of the Alexander Optical Platform is conditional on your acceptance of and compliance with these Terms. Usage may include, but is not limited to, accessing, using and/or downloading messages, information, data, text, software, images, or other content provided by the Alexander Optical Platform, or by sending, posting or providing information, data, text, messages, software, images, or other content to the Alexander Optical Platform, you agree on your own behalf, and on behalf of any entity on whose behalf you may act, to accept and abide by the Terms for each visit to the Platform. If you do not agree to abide by these Terms, you must immediately discontinue all use.

Alexander Optical may make access to and use of the Alexander Optical Platform, or certain areas or features of the Alexander Optical Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific licensing requirements, etc. Such conditions may be specific to the categorization of user, for additional information please see sections seven (7), eight (8) and nine (9).

3.3 User Verification

You will be asked to provide proof of identity in order to access certain Services, you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity. User verification is subject to limitation and we do not assume any responsibility for the confirmation of validity of Patient information, Patient’s are required to provide their valid health card information (or equivalent for out of province and international patients). Eye Care Professionals and Host representatives are required to fill out additional verification documents and processes including, but not limited to, signing a separate physical agreement, providing a valid medical practice license, and physical site inspections. For specific verification requirements for each classification please see section nine, subsection six (7.6) for Eye Care Professionals and section nine, subsection one, subsection one (9.1.1) for Patients, and section eight, subsection four (8.4) for Hosts.

3.4 Access Limitation

The Alexander Optical Platform is intended for use within Ontario and Alexander Optical makes no representation or warranty that the information is appropriate or available for use at any location outside Ontario. Those who choose to access this Platform from other locations do so on their own initiative and understand that many of the Services are inaccessible outside of the Province.

The access to or use of certain areas and features of the Alexander Optical Platform may be subject to separate policies, standards or guidelines, and/or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Alexander Optical Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Alexander Optical Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

3.5 Lawful Use

You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for their intended purpose. You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage whether to the Third-Party Eye Care Professionals or any other party.

4 User Accounts

4.1 Registration

In order to access certain Services and features, such as scheduling, Users must register an account ("Account"). If you are registering an Alexander Optical Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

You may not register more than one (1) Alexander Optical Account.

4.1.1 Third-Party Account Registration

You can register an Alexander Optical Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook or Google ("SNS Account"). You have the ability to disable the connection between your Alexander Optical Account and your SNS Account at any time, by accessing the "Settings" section of the Alexander Optical Platform.

If you choose this option, you do so with the understanding of the additional risks associated.

4.2 Accuracy

You represent and warrant that all information you provide is accurate, current and complete, including information provided by you to create an account on behalf of a Host Organization. All Users are responsible for ensuring their information is kept up to date, accurate, and complete.

4.3 Access

In order to access certain Services of the Alexander Optical Platform, including scheduling Clinics/Appointments, accessing prescriptions, and/or communicating with Patients, you must register for and maintain an active Account. You must meet the criteria associated with these Terms at the time of registration, you may not authorize third parties to use your Account. You are only permitted to request Eye Care Services once you have registered and completed a Patient Intake Form.

4.4 Confidentiality

You are responsible for maintaining the confidentiality and security of your Alexander Optical Account credentials and may not disclose your credentials to any third party. You must immediately notify Alexander Optical if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Alexander Optical Account. You are liable for any and all activities conducted through your Alexander Optical Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

In the event that you suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised the Alexander Optical team shall enact the Breach protocol to prevent third-party access to your Account and personal information/personal health information.

5 Information, Privacy & Security

Please note, this section of the terms of service are a summarization of the full Alexander Optical privacy policy. For in depth and additional information on user privacy please see the Privacy Policy.

5.1 Collection, Use & Disclosure

Our collection, use, disclosure, retention and disposal and destruction of Information are governed by our Privacy Policy. You must review our Privacy Policy prior to agreeing to these Terms as the Privacy Policy is incorporated by reference into, and accordingly is part of, these Terms.

5.2 Confidentiality

No matter how the Services change, your information will never be shared without your permission. Only the third-party Eye Care Professional(s) who treat/serve you will ever have access to your personal health information, all non-medical personnel have variations of access to Patient personal information that place limitations upon them as per dictated by their security clearance.

5.3 Personal Information & Personal Health Information

The Alexander Optical Platform, in partnership with Jane.App, enables Patients to store information (including personal health information). The system is designed to ensure that personal information and personal health information are identified separately in order to ensure that only authorized personnel are able to gain access to personal health information.

The Alexander Optical Platform has multiple authorization levels that allow for administrative services to be separated from Healthcare services provided to/by Eye Care Professionals. The Alexander Optical Platform system enables Eye Care Professionals to assess Patient Personal Health Information for the assessment and treatment of eye health, upload Patient prescriptions and maintain contact for the best possible service. The Alexander Optical Platform also allows for us to provide administrative Services, process payments and insurance claims and maintain inventory for the Service of Eye Care Professionals.

While we may be responsible for the storage and security of personal health information, we do not, nor do we claim to, have any rights to or ownership of the personal health information you provide. For additional information on the ownership of personal health information please see section seven, subsection three, subsection one, subsection one (7.3.1.1).

5.4 Ownership & User Content

Alexander Optical may, in Alexander Optical’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Alexander Optical through the Services textual, audio, and/or visual Content and information, including Profile pictures, biographical information, Patient charts, and more ("User Content"). Any User Content provided by you remains your property. However, with exception to personal health information, you grant Alexander Optical a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Alexander Optical’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Alexander Optical the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Alexander Optical’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

By continuing to access the Alexander Optical Platform, you understand you are required to enter confidential information. You retain full ownership of your information and we do not claim any ownership to any of it. These Terms do not grant us any rights to your information or intellectual property except for the limited rights that are needed to run the Services, as explained in section thirteen (13).

5.5 Security

You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. You are responsible for any activity on Account, whether or not you authorized that activity. You should immediately notify Alexander Optical of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or files to Alexander Optical, it is your responsibility to use a secure encrypted connection to communicate with the Services. Alexander Optical is not responsible for the loss of or damage arising from your User negligence unless otherwise stated. We strongly suggest Users use a unique password for each individual Account created.

5.6 Maintenance & Protection

Alexander Optical and Users share the responsibility for maintenance & protection. It is the responsibility of Users to ensure that their information is up to date, accurate and complete, as well as ensuring that their account information remains private. Additionally, we suggest that Eye Care Professionals retain externally backed up copies of their Patient records for additional protection of Patient data.

Alexander Optical holds the responsibility to ensure that the Alexander Optical Platform remains protected and intact to the best of our abilities, as well as backing up non-medical information that is crucial to the operation of our business.

5.7 Storage

We rely on a third-party provider for the storage of user information, the third-party provider is a Canadian company that is in compliance with the legislation of Ontario. Alexander Optical takes continuous action and care to ensure that your information is thoroughly and effectively protected, your information is encrypted, backed up and stored in Canada and the database is continuously monitored to prevent a breach of information. For additional information please see the Privacy Policy.

6 General User Responsibilities

6.1 Conduct

All Users are required to follow the Terms set forth within the General User Responsibilities. Additional Terms will apply for specified User types. See Sections seven (7), eight (8) and nine (9).

You are solely responsible for you conduct, the authorized or known activity that occurs under your User Account, the User Content and communication undertaken or transmitted in the course of your usage of the Alexander Optical Platform, and you agree to maintain the security and secrecy of your User Account username and password at all times, and to comply with all laws that apply or may apply to such actions, communications or use.

In creating a User Profile, you represent and warrant that you will not post or transmit to or from the Alexander Optical Platform any material or content which does or may:

a) Breach any applicable local, provincial or federal law;

b) Be unlawful or fraudulent;

c) Amount to unauthorized advertising;

d) Contain any defamatory, obscene or offensive material;

e) Promote violence or discrimination;

f) Infringe the intellectual property rights of Alexander Optical or other Users;

g) Breach any legal duty owed to third party (such as privacy);

h) Promote illegal activity or invade another’s privacy;

i) Falsely give the impression that you represent Alexander Optical;

j) Be used to impersonate another person or to misrepresent your affiliation with another User, organization or professional College.

In addition, you agree to refrain from abusive language or inappropriate conduct when communicating with anyone through the Alexander Optical Platform.

You will be solely liable for any damages resulting from any violation of the foregoing restrictions or any other harm resulting from your use of the Alexander Optical Services and the User Content you provide to the Alexander Optical Platform.

Alexander Optical reserves the right to prohibit or remove (or require you to remove) any link to the Alexander Optical Platform on third-party sites, including, without limitation, any link which contains or makes available any Content or information of the foregoing nature, at any time. Alexander Optical will investigate occurrences which may involve violations of the Terms, laws, and may involve, and co-operate with, law enforcement authorities in prosecuting Users who are involved in such violations. Alexander Optical reserves the right at all times to disclose any information regarding your usage of the Website as necessary to satisfy any law, regulation or governmental request.

6.2 User Content

All information, data, text, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Alexander Optical Platform by Users ("User Content"), is the sole responsibility of such Users. This means that the User, and not Alexander Optical, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available on the Alexander Optical Platform. Alexander Optical may monitor User Content, with exception to Personal Health Information, from time to time but does not guarantee the accuracy, integrity or quality of such User Content. To the extent your User Content contains any personally identifiable information, that data is handled in accordance with the Alexander Optical Privacy Policy and the Alexander Optical Breach Policy.

6.3 Network Access & Device Use

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Alexander Optical does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Alexander Optical does not supply any User’s with devices for personal use, it is the User’s sole discretion to ensure that the device used to access Services is compatible and secure.

6.4 Unlawful & Fraudulent Content

You will not upload, publish, submit or transmit any User Content that is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive. You may not, without Alexander Optical’s prior written permission, use the Alexander Optical Platform, the Services or any of the Collective Content (including other User’s User Content) for purposes other than the applicable Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to, or attempt to use the Alexander Optical Platform and/or the Alexander Optical Content to:

a) Falsely represent yourself as a User/employee of Alexander Optical, as an Eye Care Professional or as representation for a Host organization;

b) Suggest, directly or indirectly that Alexander Optical has approved, authorized or endorsed you, your company or your activities;

c) Provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Alexander Optical in its sole discretion, whether or not such material may be protected by law;

d) Promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

e) Use the Alexander Optical Platform in a manner that may offend, threaten, promote harm and/or harm any other user, individual or group;

f) Promote illegal or harmful activities or substances;

g) Use the Alexander Optical Platform in a manner that violates the rights (including, but not limited to contractual, intellectual property or proprietary rights) of any third party;

h) Use the Alexander Optical Platform or associated products in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse the Alexander Optical Platform, or any Services, system resources, Accounts, servers, networks or affiliated or linked sites, connected or accessible through them (including without limitation uploading, posting or otherwise transmitting to the Platform or associated products any computer viruses, Trojan horses, malware or other harmful software, computer programs, and harmful links which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the Platform’s infrastructure); or

i) Use any robot, spider, or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Website, an Alexander Optical social media site, or the Collective Content, in whole or in part;

j) Remove, alter, modify, reproduce, print, download, copy, distribute, license, lease, sell, resell, transfer, publicly display, transmit, or otherwise exploit the Alexander Optical Platform except as expressly permitted by Alexander Optical;

k) Remove, alter, modify, reproduce, print, download, copy, distribute, license, lease, sell, resell, transfer, publicly display, transmit, or otherwise exploit information or content that is found on affiliated and/or linked third-party websites that accessible from the Alexander Optical Platform, except with the prior written permission of that copyright author or owner;

l) Dilute, tarnish or otherwise harm the Alexander Optical brand in any way, including through unauthorized use of Alexander Optical Content, registering and/or using Alexander Optical or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Alexander Optical domains, trademarks, taglines, promotional campaigns or Alexander Optical Content;

m) Use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other Alexander Optical Content from or otherwise interact with the Alexander Optical Platform for any purpose;

n) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Alexander Optical or any of Alexander Optical’s providers or any other third party to protect the Alexander Optical Platform;

o) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Alexander Optical Platform;

p) Export, re-export, import, or transfer the Application except as authorized by federal law, provincial, and any other applicable laws;

q) Any other use of Collective Content featured on the Alexander Optical Platform is expressly prohibited without Alexander Optical’s prior, written permission. For greater certainty, the Collective Content featured on the Alexander Optical Platform may not be used for profit or for a commercial purpose without Alexander Optical’s prior, written permission;

r) Decompile, reverse engineer or disassemble the Alexander Optical Platform except as may be permitted by applicable law;

s) Attempt to gain unauthorized access to or impair any aspect of the Alexander Optical Platform, or its related systems or networks; or

t) Otherwise violates Alexander Optical’s policies.

Alexander Optical may, without prior notice, remove or disable access to any User Content that Alexander Optical finds to be in violation of applicable law, these Terms or Alexander Optical’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Alexander Optical, its Users, third parties, or property.

6.5 Inappropriate Conduct

If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Alexander Optical by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

7 Terms Specific to Eye Care Professionals

7.1 Relationship

If you choose to use the Alexander Optical Platform as an Eye Care Professional, your relationship with Alexander Optical is limited to being an independent, regulated health professional registered to practice in the province of Ontario, third-party contractor, and not an employee, agent, joint venturer or partner of Alexander Optical for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Alexander Optical. Alexander Optical does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Eye Care Services. You acknowledge and agree that you have complete discretion in the treatment of Patients and how you perform Eye Care Services.

7.2 Control of Eye Care Services

EYE CARE PROFESSIONALS ARE SOLELY RESPONSIBLE FOR EYE CARE SERVICES THAT THEY PROVIDE, INCLUDING COMPLIANCE WITH STANDARDS OF CARE AND RECORD-KEEPING AND OTHER PROFESSIONAL OBLIGATIONS. Alexander Optical does not control the methods or processes used to perform healthcare services.

7.3 Types of Eye Care Professionals

Eye Care Professional’s are separated into three sections, Optometrists, Opticians and Optometric Assistants. With exception to the subsections below, all Eye Care Professionals are obligated to follow all applicable Terms in the same manor. It is the responsibility of all Eye Care Professionals to understand their legal obligations for Service.

7.3.1 Terms Specific to Optometrists

7.3.1.1 Record Ownership

Alexander Optical does not, nor does it claim to, have any ownership over Patient Personal Health Information. Optometrists are the custodians of Patient Personal Health Information and have custody and control over their Patient’s Records. Should the Eye Care Professional choose to terminate their use of the Alexander Optical Platform, we have the exclusive right to export all of their Patient’s Records for the continued treatment of said Patients. They may also choose to transfer said Records to another Optometrist with the Patient's permission.

7.3.1.2 Advertising

In accordance with the College of Optometrists guidelines on advertising, Alexander Optical agrees to ensure that advertisements published on behalf of Optometrists are honest, accurate and objectively verifiable.

7.3.2 Terms Specific to Opticians

7.3.2.1 Contract for Purchase of Goods

The legal contract for the purchase of Goods will in all cases be between the Patient and the Eye Care Professional. You irrevocably appoint and authorize us to act as your sole and exclusive agent for the purpose of concluding contracts for the sale of Goods between you and the Patient by means of you placing Orders via the Alexander Optical Platform. We may act as agent for the Patient and the Eye Care Professional for the legal contract for the purchase and sale of the Goods.

7.4 Service Agreements

Eye Care Professionals are required to sign and adhere to a separate Service Agreement with Alexander Optical, prior to the reception/provision of any Services. These Terms are in addition to said Service Agreement, and you agree to adhere to all applicable Terms in any Agreement Alexander Optical may require you to sign. If a Term of this Agreement should be found to be contradictory to the Service Agreement the Term in the Service Agreement shall be upheld.

7.5 Agreement Between Eye Care Professionals & Patients

When you accept or have pre-approved an Appointment request by a Patient, you are entering into a legally binding agreement with the Patient and are required to provide your Healthcare Service(s) to the Patient as described in your Profile when the Appointment request is made. You also agree to pay the applicable Service Fee and any applicable Taxes for said Services. Alexander Optical is not a party to your relationship with a Patient.

7.6 Verification

Eye Care Professionals understand that Alexander Optical has the right to verify their licensing with their respective college, verify the credibility of their insurance and request additional information (such as a police check) in order to protect Patients. If Alexander Optical discovers that any of the information provided by an Eye Care Professional is fraudulent, inaccurate or otherwise incorrect, Alexander Optical may be required to report the Eye Care Professional to their respective college, and in extreme cases, to the authorities.

7.7 Accuracy

When creating a Profile through the Alexander Optical Platform you must (i) provide complete and accurate information about your Services (such as amount of experience, specific demographic you have proficiency with, types of services you are able to perform, and calendar availability), (ii) your valid license number and the expiration date, (iii) disclose any deficiencies, restrictions (such as Services you cannot perform) and requirements necessary for receiving Services and (iii) provide any other pertinent information requested by Alexander Optical. You are responsible for keeping your Profile information (including calendar availability) up-to-date at all times.

7.8 Insurance

Alexander Optical requires that Eye Care Professionals obtain appropriate insurance for their Healthcare Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Hosts while using their Facility, Patients participating in Clinics, or other Eye Care Professionals attending a Clinic.

7.9 Access Limitations

Eye Care Professional Profiles may face some restrictions based on their Service Agreement, location, Services or profession. Alexander Optical has the right to set Access Limitations as they deem appropriate on an individual basis.

7.10 Service & Product Fees

7.10.1 Service Fees

You are solely responsible for setting a price for your Services (“Service Fee”). Once a Patient requests an Appointment, you may not request that the Patient pays a higher price than the listed price. You agree to comply with the price requirements set by the Government of Ontario.

7.10.2 Product Fees

You are solely responsible for setting a price (including any Taxes if applicable) for your Products (“Product Fee”). If a Patient wishes to purchase a Product, you agree to be transparent of all costs associated with the specific product purchased.

7.11 Emailing & Text Messaging

By creating a Profile on the Alexander Optical Platform, you agree to allow Alexander Optical to contact you using your preferred contact method.

7.12 Professional judgement

As with any other medical consultation, no results can be guaranteed or assured: as the provider, Eye Care Professionals may determine the Eye Care Services are not appropriate for some or all of the Patient treatment needs, and accordingly may elect not to provide Eye Care Services to them through Alexander Optical and/or the Alexander Optical Platform.

7.13 Host Facilities

You understand that a Clinic at a Host’s Facility is a limited license granted to you by the Host to enter, occupy and use the Facility for the duration of the Clinic, during which time the Host (only where and to the extent permitted by applicable law) retains the right to remain at the Facility, in accordance with Alexander Optical’s agreement with the Host.

7.14 Permitted and Prohibited Activities

You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Alexander Optical Platform. In connection with your use of the Alexander Optical Platform, you will not and will not assist or enable others to:

· Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;

· Use the Alexander Optical Platform or Alexander Optical Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Alexander Optical’s endorsement, partnership or otherwise misleads others as to your affiliation with Alexander Optical;

· Use the Alexander Optical Platform in connection with the distribution of unsolicited commercial messages ("spam");

· Offer, as an Eye Care Professional, any Services that you are not legally trained and/or allowed to perform;

· Unless Alexander Optical explicitly permits otherwise, book any Clinics if you will not actually be using the Alexander Optical Services yourself;

· Contact another User for any purpose other than providing Healthcare Services;

· Use the Alexander Optical Platform to request, make or accept an Appointment independent of the Alexander Optical Platform, to circumvent any Service Fees or for any other reason;

· Request, accept, or make any payment for Service Fees outside of the Alexander Optical Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Alexander Optical harmless from any liability for such payment;

· Export, re-export, import, or transfer the Application except as authorized by Ontario law, the export control laws of your jurisdiction, and any other applicable laws;

· Violate or infringe anyone else’s rights or otherwise cause harm to anyone; or

· Otherwise violate these Terms including Terms for General User’s.

7.14.1 Monitoring

You acknowledge that Alexander Optical has no obligation to monitor the access to or use of the Alexander Optical Platform by any Patients or to review, disable access to, or edit any User Content, but has the right to do so, with exception to personal health information, to (i) operate, secure and improve the Alexander Optical Platform(including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure User’s compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Eye Care Professional’s agree to cooperate with and assist Alexander Optical in good faith, and to provide Alexander Optical with such information and take such actions as may be reasonably requested by Alexander Optical with respect to any investigation undertaken by Alexander Optical or a representative of Alexander Optical regarding the use or abuse of the Alexander Optical Platform.

8 Terms Specific to Host Organizations

8.1 Relationship

Hosts are independent Third-Party organization’s who seek Alexander Optical’s Services for the provision of Clinics. Hosts shall elect an individual to represent their organization as the primary contact, this individual shall be responsible for relaying information between the Host, Alexander Optical and personnel who wish to become Patients. Hosts may create an account and use the Alexander Optical Platform to solicit Clinics, maintain their facility information and communicate with Alexander Optical.

8.2 Host Agreement

Hosts are required to sign and adhere to a separate Host Agreement with Alexander Optical, prior to Hosting a Clinic. These Terms are in addition to said Host Agreement, and you agree to adhere to all applicable Terms in any Agreement Alexander Optical may require you to sign. If a Term of this Agreement should be found to be contradictory to the Host Agreement, the Term in the Host Agreement shall be upheld.

8.3 Accuracy of Information

When requesting a Clinic through the Alexander Optical Platform you must (i) provide complete and accurate information about your Facility(ies) (such as location, capacity, privacy, etc.), (ii) disclose any deficiencies, restrictions (such as safety policies, permits required, etc.) and requirements that apply (such as personal protective equipment required) and (iii) provide any other pertinent information requested by Alexander Optical. You are responsible for keeping your Facility information (including calendar availability) up-to-date at all times.

8.4 Facility Minimum Standards

Host Facilities must meet a minimum standard in order to be approved for a Clinic. The minimum standards may vary depending on the following factors;

· Type of Host Organization;

· Number of Patients to be Examined;

· Age of Patients;

· Accessibility requirements;

· Number of Eye Care Professionals required for Clinic;

· Permits required for Clinic;

· Safety risks;

· Any other variable factors, on a case by case basis.

Alexander Optical will conduct two site inspections, the first shall be completed prior to the signing of the Host Agreement in order to assess the facilities capability, and the second within twenty-four (24) hours prior to the initial Clinic.

8.4.1 Cleanliness & Damage

It is the Hosts responsibility to ensure that the Facility is clean and appropriate prior to a Clinic. Alexander Optical will be responsible for setting up and dismantling Clinic equipment and leaving the environment in an orderly manor upon completion of a Clinic. Alexander Optical will only be responsible for damage if the damage was caused by personnel of Alexander Optical, if an Eye Care professional causes damage to a Host facility, the Host may request recompense from said Eye Care Professional through Alexander Optical, but Alexander Optical does not guarantee said recompense.

In the event that a Host reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by Alexander Optical in Alexander Optical’s reasonable discretion, Alexander Optical reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Eye Care Professional using your payment method designated in your Account. Such amounts will be transferred by Alexander Optical to the applicable Host and are non-refundable.

8.5 Insurance

Alexander Optical require that Hosts possess appropriate insurance for the protection of their Facility(ies) and personnel. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Third-Party Service Providers (such as Alexander Optical and the Eye Care Professionals) while providing Services at your Facility(ies). While Alexander Optical will take all reasonable precautions to ensure the protection of all Parties, we are not responsible for the actions of Third-Party individuals.

8.6 Communication

Alexander Optical will require a valid means of contact for the Primary Contact of the Host, in order to maintain communication between the Host and Alexander Optical. Alexander Optical agrees to limit communication to information regarding our relationship with the Host, the Facilities and/or Clinics.

8.7 Prohibited Activities

You are solely responsible for compliance with any and all laws, rules, regulations, and procedures that may apply to your use of the Alexander Optical Platform. In connection with your use of the Alexander Optical Platform, you will not and will not assist or enable others to:

· Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;

· Use the Alexander Optical Platform or Alexander Optical Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Alexander Optical endorsement, partnership or otherwise misleads others as to your affiliation with Alexander Optical;

· Copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Alexander Optical Platform in any way that is inconsistent with Alexander Optical’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Users or Third-Parties;

· Use the Alexander Optical Platform in connection with the distribution of unsolicited commercial messages ("spam");

· Offer, as a Host, any Facility that you do not have permission to make available as a Host Facility through the Alexander Optical Platform;

· Unless Alexander Optical explicitly permits otherwise, book any Clinic if you do not have permission to represent an organization as a Host;

· Use the Alexander Optical Platform to request, schedule a Clinic independent of the Alexander Optical Platform, to circumvent any Service Fees or for any other reason;

· Request, accept or make any payment for Fees outside of the Alexander Optical Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Alexander Optical harmless from any liability for such payment;

· Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;

· That closely imitate or are confusingly similar to Alexander Optical domains, trademarks, taglines, promotional campaigns or Alexander Optical Content;

· Take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Alexander Optical Platform;

· Violate or infringe anyone else’s rights or otherwise cause harm to anyone.

8.7.1 Monitoring

You acknowledge that Alexander Optical has no obligation to monitor the access to or use of the Alexander Optical Platform by any Host’s or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Alexander Optical Platform(including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure User compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Host’s agree to cooperate with and assist Alexander Optical in good faith, and to provide Alexander Optical with such information and take such actions as may be reasonably requested by Alexander Optical with respect to any investigation undertaken by Alexander Optical or a representative of Alexander Optical regarding the use or abuse of the Alexander Optical Platform.

9 Terms Specific to Patients

9.1 New Patients

New Patients may or not be required to create an Alexander Optical Account. If required, upon creation, they will have the ability to book Appointments. Prior to the initial Appointment, Patients are required to complete a Patient Intake Form, as well as any other specific forms requested by the Eye Care Professional(s), you agree to complete these Forms accurately and within a reasonable amount of time to allow the Eye Care Professional(s) to review your form prior to a scheduled appointment.

9.1.1 Verification Process

Patients are required to provide a valid Health Card Number in order to receive Eye Care. Patients who are not residents of Ontario will be required to provide an equivalent form of documentation, private insurance or indicate an appropriate method of payment.

9.1.2 Walk-Ins

Walk-Ins may be accepted on a case-by-case basis. If a patient has not created an Alexander Optical Account, they may be required to create one as well as complete the New Patient Intake Form, prior to receiving Eye Care at a Clinic.

9.2 Returning Patients

Returning Patients will be required to complete the Intake Form every two years or upon a known change to their health that may affect their quality of care.

9.3 Booking Appointments

Subject to meeting any requirements (such as completing any verification processes) set by Alexander Optical and/or the Host, you can book an Appointment on the Alexander Optical Platform by following the respective booking process. Information about your appointment will be represented on your Alexander Optical Account. If you do not see an appointment time that works, or all appointment’s have been filled, you may add yourself to the Wait List, once enough Patients are registered on the Wait List another Clinic may be scheduled, at the discretion of the Host and availability of Eye Care Professionals.

9.3.1 Confirmed Appointments

Upon receipt of an Appointment confirmation from Alexander Optical, a legally binding agreement is formed between you and the Eye Care Professional(s), subject to the applicable cancellation policy and any rules and restrictions specified in the Appointment.

9.4 Fees

Exam Fees will be explained prior to and during your appointment. Product Fees are based on the type of prescription required, the frame selection and any other customizations. You agree to pay the Exam Fees and the Product Fees upon reception of Services.

9.5 Independent Third-Party Eye Care Professionals

You understand that the Eye Care Services will be provided by Independent Third-Party Eye Care Professionals, and that Alexander Optical does not have control over the provision of said Eye Care Services or the associated Fees. You agree to release Alexander Optical of liability in the event that Eye Care Services are below your expected quality.

9.5.1 Disclosure

You understand that the information entered into your Alexander Optical Profile will be accessible to Independent Third-Party Eye Care Professionals and agree to disclose this information as appropriate.

9.5.2 Contact

You understand that the Eye Care Professional(s) who perform Eye Care Services for you will have the ability to contact you through the Alexander Optical Platform. This contact is to be limited to the provision of Eye Care Services, including the answering of follow-up questions, provision of information regarding your prescription and/or eye health, and information regarding products you have purchased.

9.6 Agreement Between Eye Care Professionals & Patients

When you schedule an Appointment, you are entering into a legally binding agreement with the Eye Care Professional and agree to comply with these Terms and other applicable Agreements. You also agree to pay the applicable Fee’s and any applicable Taxes for said Services. Alexander Optical is not a party to your relationship with an Eye Care Professional.

9.7 Third-Party Payment/Coverage

Alexander Optical may permit a Third-Party (e.g. employer) to pay the Fees for some or all of the Eye Care Services provided to a Patient or group of Patients. In these circumstances, Alexander Optical has a contract with the Third-Party, under which the Third-Party discloses the name and contact information, including the email address, of the Patient or Patients who have agreed to register with Alexander Optical to obtain Eye Care Services, and for whom the Third-Party will pay the Fees for some or all of the Eye Care they receive. The payment option will be determined by the Third-Party and Alexander Optical. Alexander Optical is not a party to and has no control over the agreement between any Patient and a Third-Party payer. Coverage by a Third-Party does not release a Patient from the obligation to comply with these Terms except the Terms related to their direct payment of the Fees. Alexander Optical will inform Patients of any changes to or termination of their Third-Party coverage. Patients whose Third-Party coverage is terminated may be given the option of continuing to use the Alexander Optical Platform under their existing account so long as they pay the Fees.

9.8 Prohibited Activities

You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Alexander Optical Platform. In connection with your use of the Alexander Optical Platform, you will not and will not assist or enable others to:

· Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;

· Use the Alexander Optical Platform or Alexander Optical Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Alexander Optical endorsement, partnership or otherwise misleads others as to your affiliation with Alexander Optical;

· Copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Alexander Optical Platform in any way that is inconsistent with Alexander Optical’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Users or third parties;

· Use the Alexander Optical Platform in connection with the distribution of unsolicited commercial messages ("spam");

· Unless Alexander Optical explicitly permits otherwise, book any Appointment if you will not actually be using the Eye Care Services yourself;

· Contact another User for any purpose other than asking a question related to a your own eye care, Product, or the User’s use of the Alexander Optical Platform, including, but not limited to, recruiting or otherwise soliciting any User to join third-party services, applications or websites, without our prior written approval;

· Use the Alexander Optical Platform to request, make or accept an Appointment independent of the Alexander Optical Platform, to circumvent any Service Fees or for any other reason;

· Request, accept or make any payment for Eye Care Fees outside of the Alexander Optical Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Alexander Optical harmless from any liability for such payment;

· Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;

· Misuse or abuse any Host Facility or Services associated with the Alexander Optical Platform; or

· Violate or infringe anyone else’s rights or otherwise cause harm to anyone.

9.8.1 Monitoring

You acknowledge that Alexander Optical does not have the ability to monitor of access your Personal Health Information, it is the joint responsibility of you and the Eye Care Professional(s) who performed Eye Care Services for you to ensure information is accurate and complete. You acknowledge that Alexander Optical has no obligation to monitor the access to or use of the Alexander Optical Platform by Patient’s, and no obligation to review, disable access to, or edit any User Content, but has the right to do so (with exception to Personal Health Information) to (i) operate, secure and improve the Alexander Optical Platform(including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Patient’s agree to cooperate with and assist Alexander Optical in good faith, and to provide Alexander Optical with such information and take such actions as may be reasonably requested by Alexander Optical with respect to any investigation undertaken by Alexander Optical or a representative of Alexander Optical regarding the use or abuse of the Alexander Optical Platform.

You acknowledge that Alexander Optical has limited obligation to monitor the access to or use of the Alexander Optical Platform by Eye Care Professional’s, and no obligation or to review, or edit any User Content, but has the right to do so for the reason’s as set forth in these Terms. If you believe that an Eye Care Professional is in contravention of these Terms, legislation and/or your rights, you should report this to Alexander Optical (and the authorities, if applicable) immediately.

10 Fees, Payments & Insurance

10.1 Service Fees

You understand that use of the Services may result in charges to you for the Services or Goods received from the Third-Party Eye Care Professionals. After you have received Services or Goods obtained through your use of the Services, Alexander Optical will facilitate your payment of the applicable charges on behalf of the Eye Care Professionals as such Eye Care Professional’s limited payment collection agent. Payment of the Fees in such manner shall be considered the same as payment made directly by you to the Eye Care Professional. Fees will be inclusive of applicable taxes where required by law. Fees paid by you are final and non-refundable, unless otherwise determined by the Eye Care Professional.

You shall pay all Fees for Services used and Goods purchased as specified in the billing section of the Alexander Optical website. The scheduling of payments may depend on the Goods and Services you are receiving. Except as otherwise provided herein, payment obligations are non-cancelable, and fees paid are non-refundable. After payment has been received, the Clinic will send you a receipt via email and a physical copy may also be acquired.

10.2 Eye Care Fees

Eye Care Professionals operate as independent third-party providers. All fees, prices and changes associated with Eye Care are the sole responsibility of Eye Care Professionals. Alexander Optical does not control the prices associated with Eye Care, nor shall we attempt to. Please see section seven, subsection ten (7.10) for additional information.

10.2.1 Eye Examinations & Assessments

It is the sole responsibility of each Eye Care Professional to set the prices for Eye Care Services. However, the Ontario government sets the fee for children nineteen and under (0-19) and adults over the age of sixty-five (65+). For those between the ages of twenty and sixty-four (20-64). Additional assessments and treatments may be subject to additional fees.

10.2.2 Eye Wear Devices

Fees associated with eye wear (such as single vision glasses, sunglasses, etc.) are determined at the sole discretion of the Eye Care Professional who you purchase the devices from. Product prices will vary depending on the type of prescription, style of frame, lens coatings, etc.

10.3 Payment Processing Services

Patients may pay the Fees for Eye Care Services (“Fees”) at completion of their appointments. If you choose to pay via credit card, you agree that Alexander Optical, on behalf of the Eye Care Professionals, may validate your credit card and put a hold on it in the amount of the Fees. Alexander Optical will notify you of any applicable Fees and will only have the charge processed to your credit card after you have obtained the corresponding Eye Care Services. Alexander Optical will provide you with a receipt for the Fees you pay.

Payment processing services for the Alexander Optical Platform are provided by payment services providers as Alexander Optical may choose from time to time (collectively referred to as the "Payment Processing Services Provider"). You hereby authorize Alexander Optical to share with the Payment Processing Services Provider the necessary financial information, banking details and transaction information related to your use of the payment processing services and the Alexander Optical Platform. You also agree that the Alexander Optical is not responsible for the use or misuse of such financial information, banking details and transaction information by the Payment Processing Services Provider or any third party.

10.4 Payments for Eye Care Services

Alexander Optical may facilitate payment of the fees to the Eye Care Professionals. Payments for Eye Care Services shall be considered the same as payment made directly to the Eye Care Professional. The payment of said fees is detailed below in section ten, subsection seven, subsection one (10.7.1). All fees for Eye Care Services are in Canadian dollars and inclusive of all applicable taxes.

10.4.1 Invoicing & Payment

You will provide Alexander Optical with valid and updated billing information. If you provide credit card information to Alexander Optical, you authorize us to charge such credit card for all the Goods and Services you have received. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. The terms of invoicing can be found within the Service Agreement.

Payment can be made using e-transfers, debit cards, credit cards, and cash (as appropriate).

10.5 Taxes

The Services provided by Alexander Optical may require Users to pay applicable Goods and Services taxes. You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") may require Taxes to be collected from Hosts, Eye Care Professionals and/or Patients on Service Fees, and to be remitted to the respective Tax Authority. Taxes may be required to be collected and remitted as a percentage of the Product Fees set by Eye Care Professionals, a set amount per exam, or other variations.

10.6 OHIP Coverage & Private Insurance

You will be required to provide the Clinic with the necessary information required in order to process an insurance claim. Alexander Optical is not responsible for the length of time it takes your insurance agent to process a claim.

10.7 Third-Party Payments

Alexander Optical may permit a Third-Party (such as an employer) to pay the Eye Care Service Fees and/or Product Fees for some or all of the Eye Care Services provided to a User or group of Users. In these circumstances, Alexander Optical has a contract with the Third-Party, under which the Third-Party discloses the name and contact information, including the email address, of the User or Users who have agreed to register with Alexander Optical to obtain Eye Care Services, and for whom the Third-Party will pay the Fees for some or all of the Eye Care Services they receive. The payment option will be determined by the Third-Party and Alexander Optical. Alexander Optical is not a party to and has no control over the agreement between any User and a Third-Party payer. Coverage by a Third-Party does not release a User from the obligation to comply with these Terms except the Terms related to their direct payment of the Eye Care Service Fees Product Fees. Alexander Optical will inform Users of any changes to or termination of their Third-Party coverage. Users whose Third-Party coverage is terminated may be given the option of continuing to use the Alexander Optical Platform under their existing account so long as they pay the Eye Care Fees.

10.8 Eye Care Professional Service Fees

As part of our provision of Services, we charge Eye Care Professionals a Service Fee for their use of the Alexander Optical Platform as well as Administrative Services (the “Service Fees”). The Service Fees for use of the Alexander Optical Platform are charged on a monthly basis. The Service Fees for Administrative Services are deducted from the fees paid for Eye Care Services.

Alexander Optical reserves the right to change the Service Fees at any time and will provide Eye Care Professionals adequate notice of any fee changes prior to they go into effect. Changes to Service Fees may not affect those under signed written Service Agreements.

10.9 Over Due Payments

You are responsible for paying any Fees owing to Alexander Optical and/or Eye Care Professionals. The applicable Fees (including any applicable Taxes) may be collected by Alexander Optical. If any charges are not received from you by the due date, then at the discretion of the Clinic, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals on payment terms shorter than those agreed upon.

10.10 Payment Disputes

Alexander Optical shall not exercise our rights under section ten, subsection eight (10.8) and/or section sixteen, subsection three (16.3) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

11 Cancellations & Refunds

11.1 Patient Cancellations

Patients can cancel a confirmed Appointment at any time pursuant to the Alexander Optical Cancellation Policy. Unless extenuating circumstances exist, any portion of the Fees due to the Eye Care Professional’s under the applicable cancellation policy will be remitted to the Eye Care Professional’s by Alexander Optical pursuant to the Payments Terms.

Please see the Alexander Optical Cancellation Policy for additional information.

11.2 Host Cancellations

Hosts are required to sign and adhere to a separate Service Agreement with Alexander Optical, prior to the reception/provision of any Services. These Terms are in addition to said Service Agreement, and you agree to adhere to all applicable Terms in any Agreement Alexander Optical may require you to sign. If a Term of this Agreement should be found to be contradictory to the Service Agreement the Term in the Service Agreement shall be upheld.

11.3 Eye Care Professional Appointment Cancellations

All Eye Care Professional’s agree to take reasonable measure to ensure that their participation at a Clinic is not cancelled within a twenty-four (24) hour period leading up to scheduled Clinics.

In the event that an Eye Care Professional’s must cancel their participation in a Clinic they will be required to notify Alexander Optical as soon as reasonably possible in order to ensure the Host and Patients are also notified. Repeated and/or consecutive cancellations are a terminable offence of their Service Agreement and these Terms.

Please see the Alexander Optical Cancellation Policy for additional information.

11.4 Weather Related Cancellations

Cancellation’s based on weather, illness and other extenuating circumstances will be required to be rescheduled if possible. The Eye Care Professional has the right to reschedule a cancelled Clinic in accordance with their availability. It is the Eye Care Professional’s responsibility to maintain their availability in the schedule in order to allow Alexander Optical to adjust and schedule Clinics.

If weather poses a safety risk that prevents a Patient from attending a scheduled appointment, they may be able to reschedule their appointment at the discretion of the Eye Care Professional’s availability.

11.5 Alexander Optical Cancellations

In certain circumstances, Alexander Optical may decide, in its sole discretion, that it is necessary to cancel a pending or confirmed Clinic and initiate corresponding refunds and reimbursement. This may be for reasons set forth in Alexander Optical’s Cancellation Policy or (i) where Alexander Optical believes in good faith, while taking the legitimate interests of all User’s into account, this is necessary to avoid significant harm to Alexander Optical, other Users, third parties or property, or (ii) for any of the reasons set out in these Terms.

11.6 Cancellation Notice

In the event that any User must cancel a scheduled appointment, Alexander Optical will make all reasonable efforts to ensure that all affected parties are notified, and Appointments are rescheduled if possible.

11.7 Refund Policy

Refunds for Goods and Services related to Eye Care will be at the sole discretion of the Eye Care Professional and Clinic that provided the Goods and/or Service. Alexander Optical will be available to assist with the facilitation of the refund when necessary.

Refunds for Services provided by Alexander Optical are at the sole discretion of Alexander Optical. For additional information please use the contact information in section twenty-one (21).

12 Feedback

12.1 Reviews

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Alexander Optical Platform and Services (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Alexander Optical Platform, or by other means of communication. Any Feedback you submit to us may be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you. These terms do not grant you any right, title, or interest in the Services, Software, or the Alexander Optical Content in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us without company obligation to inform you.

After you have received Eye Care Services or Goods obtained through the Alexander Optical Platform and/or Services, you will have the opportunity to rate your experience and leave additional feedback about your Third-Party Eye Care Professional(s).

12.2 Service Complaints

If you have a complaint about the Services you received from Alexander Optical, please use the contact information in section twenty-one (21) to submit a complaint and we will review the submitted complaint and take the reasonable actions necessary to resolve the situation.

12.3 Reporting Mistreatment, Malpractice or Mishandling

If you believe an Eye Care Professional is in contravention of these Terms, legal obligations or you have been mistreated by one, please contact us to let us know. For serious offenses involving individual safety, inappropriate conduct or mishandling of information you may be required to contact the appropriate authorities. We ask that you contact us for all types of misconduct so as to ensure that the college that the Eye Care Professional belongs to can be notified, their Account can be suspended, and a thorough investigation can be implemented. For additional information please see section seventeen, subsection one (17.1).

13 Intellectual Property

13.1 Intellectual Property

The Alexander Optical Platform, Alexander Optical Content, and User Content, with exception to personal health information, may in its entirety or in part be protected by copyright, trademark, and/or other laws of Ontario and Canada. You acknowledge and agree that the Alexander Optical Platform and Alexander Optical Content, including all associated intellectual property rights, are the exclusive property of Alexander Optical and/or its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Alexander Optical Platform, Alexander Optical Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Alexander Optical used on or in connection with the Alexander Optical Platform and Alexander Optical Content are trademarks or registered trademarks of Alexander Optical in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Alexander Optical Platform, Alexander Optical Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

13.2 Copyright

The Alexander Optical Platform, associated sites, and software we use to provide the Services are protected by copyright, and other laws of both Canada and foreign countries. These Terms do not grant you any rights to use the Alexander Optical logo, domain names, or other brand features.

No content that is attributed to a copyright may be reproduced, printed, downloaded or distributed, except with the prior written permission of that copyright owner. No information or content that is found on third-party websites or other third-party sources that are accessible from the Alexander Optical Platform via a hyperlink or other linking practice may be reproduced, printed, downloaded or distributed, except with the prior permission of that copyright author or owner.

13.3 Proprietary Rights

The Alexander Optical Content is protected by copyright laws and treaty provisions in Canada and elsewhere. Any unauthorized copying, redistribution, reproduction or modification of the Alexander Optical Content by any person may be a violation of copyright laws in one or more countries and could subject such person to legal action. You agree to comply with all copyright laws worldwide in your use of the Alexander Optical Platform, and you agree to prevent any unauthorized copying of the Alexander Optical Content.

Certain names, graphics, logos, icons, designs, words, titles and phrases on the Alexander Optical Platform constitute trade-marks, trade names, domain names, trade dress or other intellectual property of Alexander Optical that is protected in Canada and elsewhere. The limited copyright license does not apply to these other intellectual property rights, and any use of same, in whole or in part, is strictly prohibited without Alexander Optical’s prior, written authorization.

Other trade-marks, trade names, trade dress and associated products and services mentioned on the Alexander Optical Platform may be the trade-marks of their respective owners. The display of these trade-marks, trade names, trade dress and associated products and services does not convey or create any license or other rights in these trade-marks or trade names. Any unauthorized use of them is strictly prohibited.

13.4 Limited License

Subject to the limitations of this these Terms, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited license within Canada to display on your computer, download, print, and/or save Alexander Optical Content for informational purposes only and solely for your own personal or internal company use (as appropriate). You must include the copyright notice “Copyright © 2022 Alexander Optical. All rights reserved”, as well as all copyright, trade-mark, service mark and other proprietary notices contained in the Alexander Optical Content with any display or copy of the Alexander Optical Content. Your license to use the software is automatically revoked if you violate these Terms in a manner that implicates our intellectual proprietary rights.

13.5 Site Content

Alexander Optical may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Alexander Optical Platform ("User Content"); and (ii) access and view User Content and any Content that Alexander Optical itself makes available on or through the Alexander Optical Platform, including proprietary Alexander Optical Content and any content licensed or authorized for use by or through Alexander Optical from a third party ("Alexander Optical Content" and together with User Content, "Collective Content").

14 Availability, Access & Updates

14.1 Scheduled Maintenance

Alexander Optical may upgrade or alter the Alexander Optical Platform at any time. Alexander Optical may remotely access the Alexander Optical Platform at any time for any lawful reason, in particular to update the software or to perform software maintenance. Alexander Optical may restrict the availability of the Alexander Optical Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Alexander Optical Platform. Alexander Optical may improve, enhance and modify the Alexander Optical Platform and introduce new Alexander Optical Services from time to time.

Users may be notified in advance of any scheduled maintenance and/or updates. Updates will begin automatically at the scheduled time as per the notification. AO does not guarantee that Users will be notified upon an unexpected issue.

14.2 Outages

While we try to ensure the Alexander Optical, Platform is normally available twenty-four (24) hours a day, we do not undertake any obligation to do so, and no Users of Alexander Optical will be liable to you if the Alexander Optical Platform is unavailable at any time or for any period. In the event that the Alexander Optical Platform experiences an outage, Eye Care Professionals will be notified as soon as possible, with other Users notified if appropriate.

14.3 Errors

The Collective Content and material appearing on the Alexander Optical Platform could include technical, typographical or photographic errors. If an error occurs, please report the error to Alexander Optical with detailed information.

14.4 No-Liability For Personal Devices or Network Access

Alexander Optical is not liable for information stored or recorded by any computer, tablet, mobile device or any network, whether public or private, that you may use to access the Alexander Optical Platform.

15 Term, Suspension & Termination

15.1 Term

All Terms are uniquely defined by individual user agreements which supersede general terms. General Terms shall be effective for a 30-day term, at the end of which they will automatically and continuously renew for subsequent 30-day terms until such time when you or Alexander Optical terminate the Terms in accordance with this provision.

15.2 Right to Terminate

Without limiting our rights specified herein, Alexander Optical reserves the right to deny your request for an Alexander Optical Account (including usernames) and to disable or terminate access to any Alexander Optical Account (including usernames) issued to you at any time in Alexander Optical’s sole discretion. If Alexander Optical disables access to an Alexander Optical Account issued to you, you will be prevented from accessing the Alexander Optical Platform or the Alexander Optical Services, your Alexander Optical Account details or other information that is associated with your Alexander Optical Account.

Without limiting our rights specified herein, Alexander Optical may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via the email address registered with your Account

15.3 Account Suspension

Alexander Optical has the right to suspend access to any User Account if we suspect contravention of these Terms. Upon suspension of your Account, Alexander Optical will notify you with details of the suspected contravention and a procedure to follow for either reactivation or permanent termination.

Overdue Fees may also result in an Account suspension, your Account may be reinstated upon payment of outstanding Fees, unless Alexander Optical deems this to be unreasonable.

15.4 Actions of Compliance

Alexander Optical may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Alexander Optical Account registration, Validation process or thereafter, (iv) you and/or your Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Feedback or Alexander Optical otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed Appointments or failed to respond to Appointments requests without a valid reason, or (vii) Alexander Optical believes in good faith that such action is reasonably necessary to protect the personal safety or property of Alexander Optical, its Users, or third parties, or to prevent fraud or other illegal activity:

· cancel any pending or confirmed Appointments;

· limit your access to or use of the Alexander Optical Platform;

· temporarily or permanently revoke any special status associated with your Alexander Optical Account;

· temporarily or in case of severe or repeated offenses permanently suspend your Alexander Optical Account and stop providing access to the Alexander Optical Platform.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Alexander Optical and an opportunity to resolve the issue to Alexander Optical’s reasonable satisfaction.

15.5 Termination of these Terms

You may terminate these Terms at any time via email. If you cancel your Alexander Optical Account as an Eye Care Professional, any confirmed Appointment(s) will be automatically cancelled and the Hosts & Patients scheduled will receive a full refund. If you cancel your Alexander Optical Account as a Patient, any confirmed Appointment(s) will be automatically cancelled, and any refund will depend upon the terms of the cancellation policy.

15.6 Termination by User

You may request the deletion of your Account by requesting that your Alexander Optical Account be deleted, ceasing use of the Alexander Optical Platform, the Alexander Optical Services and uninstalling and removing all local software components thereof, if any. If you request deletion of your Alexander Optical Patient Account, we may disable your Alexander Optical Customer Account but keep the disabled Alexander Optical Patient Account for your future access to Personal Health Information, fraud prevention or other lawful purposes. If we have received all outstanding payment from you, you may request termination of these Terms of Service at any time by requesting that your Alexander Optical Account be deleted.

16 Dispute Resolution

16.1 Duty to Investigate Complaints

Alexander Optical has the responsibility to investigate and cooperate with external investigations upon the complaint of medical negligence, malpractice or abuse against a Patient by an Eye Care Professional. If a Patient reports any such allegations directly to Alexander Optical, Alexander Optical will be responsible to contact the authorities and the respective College (dependent on the circumstances).

Alexander Optical may choose to launch an internal investigation but shall not impede any external/legal investigation. If a complaint is made against an Eye Care Professional, that individual shall have their access suspended immediately for the protection of the individual(s) complainants.

16.2 Limitation

While we may help facilitate the resolution of disputes, Alexander Optical i) does not have total control over and does not guarantee the quality, safety, suitability, or legality of any Host Locations, (ii) the truth or accuracy of any Eye Care Professional Service descriptions or other User Content (as defined below), or (iii) the performance or conduct of any User or third party. Alexander Optical does not endorse any specific Eye Care Professionals. You should always exercise due diligence and care when deciding whether to acquire Eye Care Services or communicate and interact with other Users, whether online or in person.

16.3 Dispute Resolution Process

Except to the extent restricted by applicable law, Alexander Optical is committed to participating in a user-friendly dispute resolution process. Eye Care Professionals are subject to a separate process as set out in their Service Agreement. For all other users, if there is a dispute between (1) you and (2) Alexander Optical or any User of the Alexander Optical Platform, including any dispute or controversy arising out of or relating to these Terms, the Alexander Optical Platform or any Alexander Optical Services, interactions or transactions between (1) you and (2) Alexander Optical or any User of the Alexander Optical Platform, or in respect of any legal relationship associated with or derived from these Terms, including the validity, existence, breach, termination, construction or application, or the rights, duties or obligations of you or us, (each, a “Dispute”), the disputing Party(ies) will service notice to the other Party(ies) and each Party must use good faith efforts to resolve the Dispute informally (with acceptation to misconduct between an Eye Care Professional and a Patient, as set out in sections twelve, subsection three (12.3) and seventeen, subsection one (17.1)).

ii. Except to the extent restricted by applicable law, if the Dispute is not resolved after twenty (20) business days of a Party(ies) serving notice to the other Party(ies) that there is a Dispute, all Parties agree that the Dispute will be finally resolved by third-party arbitration before a single arbitrator in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. The seat of the arbitration will be Ontario. There will be no appeals of any kind. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by you and us.

iii. Except to the extent restricted by applicable law, all Parties agree that the Parties will resolve any Dispute on an individual basis. Any claim you may have must be brought individually, in your individual capacity and not as a representative plaintiff or class action lawsuit, and you will not join such claim with claims of any other person or entity, or bring, join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against any members of Alexander Optical.

iv. Nothing in this Section will prohibit us from seeking interim measures from a court, including preliminary or injunctive relief of breach of you of any intellectual property rights.

17 Legal

17.1 Disclaimers

If you choose to use the Alexander Optical Platform Collective Content, you do so voluntarily and at your sole risk. You agree that you have had whatever opportunity you deem necessary to investigate the Alexander Optical policies, rules, or regulations that may be applicable to your use of the services and that you understand and agree to these terms.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE". Alexander Optical DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, Alexander Optical MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. Alexander Optical DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights, however, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

17.1.1 Service Disclaimers-Viruses

The downloading and viewing of the Alexander Optical Platform or the Collective Content is done at your own risk. Alexander Optical cannot and does not guarantee or warrant that the Alexander Optical Platform or the Collective Content are compatible with your chosen method (i.e. computer system, browser, phone) or that the Alexander Optical Platform or the Collective Content, or any links from the Alexander Optical Platform or the Collective Content, will be free of viruses, worms, malware, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Alexander Optical Platform.

17.2 Limitation of Liability

UNDER NO CIRCUMSTANCE SHALL Alexander Optical BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROFESSIONAL NEGLIGENCE, PERSONAL INJURY, LOST INCOME OR LOST DATA, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE Alexander Optical Platform AND/OR HEALTHCARE SERVICES AND/OR INFORMATIONAL SERVICES PROVIDED BY Eye Care professionals. Alexander Optical, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND INDEPENDENT THIRD-PARTY CONTRACTORS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE Alexander Optical Platform AND/OR HEALTHCARE SERVICES AND/OR INFORMATIONAL SERVICES, OR YOUR INABILITY TO ACCESS OR USE THE Alexander Optical Platform AND/OR HEALTHCARE SERVICES AND/OR INFORMATIONAL SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY Eye Care professionals. Alexander Optical SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND Alexander Optical’s REASONABLE CONTROL. YOU AGREE THAT Alexander Optical HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO YOUR USE OF THE Alexander Optical SITE OR THE HEALTHCARE SERVICES AND/OR INFORMATIONAL SERVICES PROVIDED TO YOU BY Eye Care professionals. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A patient THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

17.2.1 No Direct Responsibility for Eye Care Professionals or Hosts

Eye Care Professionals AND Hosts OFFERING SERVICES or space THROUGH THE Alexander Optical PLATFORM ARE INDEPENDENT PERSONS OR ORGANIZATIONS AND NOT REPRESENTATIVES, AGENTS OR EMPLOYEES OF Alexander Optical. Alexander Optical IS THEREFORE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONTRACTUAL BREACHES OR NEGLIGENCE OF ANY Eye Care Professionals or Hosts. Alexander Optical has limited liability for the responsibility of personal injury, death, property damage or other damages as set out in this or other agreements and as prescribed by law.

THE LIMITATIONS ABOVE REFLECT A FAIR ALLOCATION OF RISK BUT FOR WHICH Alexander Optical WOULD NOT MAKE THE Alexander Optical PLATFORM AND/OR Alexander Optical SERVICES AVAILABLE TO USERS. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

17.3 Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Alexander Optical, its licensors and directors, officers, agents, contractors, partners, representatives and employees from and against any threatened or actual claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal fees, incurred in connection with or as a result of:

a) Your breach of these Terms or any documents referenced herein;

b) Your violation of any laws or the rights of a third party (including, without limitation, intellectual property rights);

c) Your improper use of the Alexander Optical Platform or Services;

d) Your interactions with any User’s, Host facilities or third-party Services;

e) Your breach of or failure to perform in respect of any Appointments made by you or by any third party acting on your behalf or with your permission; or

f) Alexander Optical’s use of Alexander Optical’s Content.

Alexander Optical reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by Alexander Optical.

18 Governing Law & Jurisdiction

18.1 Governing Law & Jurisdiction

Terms of Service will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. These laws apply to your access to or use of the, the Alexander Optical Platform, the Alexander Optical Services or the Collective Content, notwithstanding your domicile, residency or physical location. The Alexander Optical Platform, the Alexander Optical Services and the Collective Content are intended for use only in jurisdictions where they may lawfully be offered for use. All claims arising out of or relating to these Terms or the Services must be litigated exclusively in the Federal or Provincial courts of Ontario, and both parties consent to venue and personal jurisdiction there.

18.2 Regulatory Bodies

Alexander Optical agrees to comply with the rules and regulations set forth by the College of Optometry and the College of Opticians. Should a complaint be made against Alexander Optical or a Third-Party Eye Care Professionals Alexander Optical agrees to cooperate and comply with any investigation and/or legal proceedings that may arise out of said complaint.

19 General Provisions

19.1 Entire Agreement

If you are a Patient, these Terms, the Privacy Policy and any documents incorporated by reference herein constitute the entire agreement between Alexander Optical and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Alexander Optical with respect to the Alexander Optical Platform. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

19.2 Modification

Alexander Optical reserves the right to change or allow a third party to change any information, material or content (including, but not limited to, price, features, availability of Goods, Services, and Eye Care Professional Profiles) contained on or provided through the Alexander Optical Platform at any time, and from time to time, without notice. For greater certainty, the Collective Content include the User Content.

Alexander Optical may alter, suspend, or discontinue the Alexander Optical Platform or Services at any time and for any reason or no reason, without notice, at our discretion. The Alexander Optical Platform or Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Alexander Optical may periodically add or update the information and materials on this the Alexander Optical Platform without notice.

19.3 Notice

Alexander Optical may give notice by means of a general notice on the Services, electronic mail to your email address registered with your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Alexander Optical by written communication to:

Alexander Optical Corporation

270 George St N. ,Suite 301

Peterborough, ON., K9J 3H1, Canada

19.4 Severability

If any of the provisions contained in these Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

20 Contact

If you have any questions about these Terms or the Alexander Optical Platform, please email us at info@alexanderoptical.com.

For concerns regarding to or in relation to these Terms that require immediate attention, Users can call us at (705) 808-0203. Please be advised that this number is for concerns that require immediate attention only, contact of all other kinds is to be directed to the general email info@alexanderoptical.com.

Alexander Optical Corporation

270 George St N., Suite 301

Peterborough, ON., K9J 3H1, Canada