PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE SERVICES (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCES. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

These Terms of Use (“Terms”) apply to your access to and use of any website or other online or mobile product or service (collectively, the “Services”) of GPOphtho, Inc. (“GPOphtho,” “we” or “us”). If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for your violation to these Terms.

We reserve the right to make changes or modifications to these Terms, or any policy or guideline of our Services, at any time and in our sole discretion. Your continued use of our Services following the posting of changes or modifications will constitute your acceptance of such changes or modifications. 

Accordingly, you should frequently review these Terms and applicable policies and guidelines to understand the terms and conditions that apply to your use of the Services.

Please contact us with any questions regarding these Terms. You can contact us at:

85 N Crooked Lake Drive 

Kalamazoo, MI 49009

P: (847) 997-7410

jim@gpophtho.com

COPYRIGHT AND LIMITED LICENSE

Unless otherwise indicated, the Services and all content and other materials on the Services, including, without limitation, the GPOPHTHO logo, and all designs, text, graphics, pictures, videos, information, data, software, sound files and other files, and the selection and arrangement thereof, (collectively, the “GPOPHTHO Materials”) are the proprietary property of GPOPHTHO and are protected by U.S. copyright laws.

You are granted a limited, non-exclusive and non-sublicensable license to access and use the Services and GPOPHTHO Materials; however, such license is subject to these Terms and does not include:

(a) any resale or commercial use of the Services or the GPOPHTHO Materials;

(b) the distribution, public performance or public display of any GPOPHTHO Materials;

(c) modifying or otherwise making any derivative uses of the Services and the GPOPHTHO Materials, or any portion thereof, unless modification or derivative use is specifically permitted under applicable law or provided for under separate terms;

(d) use of any data mining, robots or similar data gathering or extraction methods;

(e) downloading (other than the page caching) of any portion of the Services, the GPOPHTHO Materials or any information contained therein, except as expressly permitted on the Services; or

(f) any use of the Services or the GPOPHTHO Materials other than for their intended purposes. Any use of the Services or the GPOPHTHO Materials other than as specifically authorized herein, without the prior written permission of GPOPHTHO, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

TERMINATION

If you are in breach of these Terms, or any other policies or community standards we have in place from time to time, we may, in our discretion at any time bar your access to any of such files or Services.

DISCONTINUANCE OF SERVICES

We may, in our discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portions of our Services.

USER’S REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant that you have the full power and authority to enter into and perform under these Terms. If you are using our Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf.

You hereby represent and warrant that you will use our Services in a manner consistent with any and all applicable local, state, national and international laws and regulations.

You hereby represent and warrant that you will not use the Services if the laws of your country prohibit you from doing so in accordance with these Terms. By using the Services, you represent and warrant that such use will not violate, or cause us to violate, the laws of your country.

DISCLAIMER OF WARRANTIES

IF YOU USE OUR SERVICES, YOU DO SO AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.

WE DO NOT REPRESENT OR WARRANT THAT (A) OUR SERVICES WILL MEET YOUR REQUIREMENTS; (B) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY INFORMATION THAT YOU MAY OBTAIN THROUGH OUR SERVICES WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS; (E) ANY INFORMATION YOU PROVIDE OR WE COLLECT WILL NOT BE DISCLOSED TO THIRD PARTIES; OR (F) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED.

IF YOU ACCESS OR TRANSMIT ANY CONTENT THROUGH THE USE OF OUR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF SUCH ACCESS OR TRANSMISSION.

NO DATA, INFORMATION OR ADVICE OBTAINED BY YOU IN ORAL OR WRITTEN FORM FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GPOPHTHO, OR OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATING TO:

(A) THE USE OR INABILITY TO USE OUR SERVICES;

(B) THE COST OF REPLACEMENT OF ANY GOODS, SERVICES OR INFORMATION PURCHASED OR OBTAINED AS A RESULT OF ANY INFORMATION OBTAINED FROM OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICES;

(C) ANY OTHER MATTER ARISING FROM, RELATING TO OR CONNECTED WITH OUR SERVICES OR THESE TERMS.

WE SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THESE TERMS, WHETHER OR NOT SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL.

IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM OR RELATING TO OUR SERVICES OR THESE TERMS EXCEED THE SUM OF ONE HUNDRED US DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF SECTIONS 9 AND 10 MAY NOT APPLY TO YOU.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR FOR FRAUD.

INDEMNITY

You shall defend, indemnify and hold harmless GPOPHTHO from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to:

(a) your use of our Services;

(b) any content or submissions you provide;

(c) your violation of these Terms;

(d) your violation of any rights of another; or

(e) your conduct in connection with the Services.

Further, if you are using the Services on behalf of any entity, you represent and warrant that such entity agrees to indemnify you and GPOPHTHO for violations of these Terms in accordance with this Section. If you are obligated to indemnify us, we will have the right, in our sole and unfettered discretion, to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms.

DISPUTES

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH GPOPHTHO AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. You and GPOPHTHO agree to arbitrate any dispute arising from these Terms or relating to the Services, except that you and GPOPHTHO are not required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. SUBJECT TO ANY RIGHTS YOU MAY HAVE UNDER APPLICABLE LAW, ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and GPOPHTHO agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises, that you will attempt informal resolution prior to any demand for arbitration, that any arbitration will occur in Massachusetts and that arbitration will be conducted confidentially by a single arbitrator. You and GPOPHTHO also agree that the state or federal courts in Massachusetts have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND GPOPHTHO WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.

MISCELLANEOUS

(a) Assignment. You may not assign any of your rights or obligations under these Terms without prior written consent from GPOPHTHO. GPOPHTHO may assign any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.

(b)Entire Agreement. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings, between the parties regarding their subject matter.

(c)Waiver. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.

(d)Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

(e)Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.

Last Updated: February 1, 2025