1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF SERVICE AGREEMENT
1.1 The LASIK Eye Surgery service ( the "Service"), owned and operated by Back Bay, Inc. ("Back Bay") is provided to you ("you" or "Applicant") under the terms and conditions of this LASIK Eye Surgery Service Agreement (the "Agreement").
1.2 BY COMPLETING THE SERVICE REGISTRATION FORM AND CLICKING THE "I ACCEPT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU AGREE TO PROVIDE TRUE AND ACCURATE INFORMATION AS PROMPTED BY THE REGISTRATION FORM, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.
1.3 Back Bay reserves the right, in its sole discretion, to change, modify, add, or remove all or part of the Agreement at any time with or without notice. Please refer back to this Agreement often.
2.0 DESCRIPTION OF BACK BAY/LASIK EYE SURGERY SERVICE
2.1 LASIK Eye Surgery is a fee-based service that allows you to pay for a prominent listing in our Directory with added features for prospective patients to learn more about your Eye Surgery services.
2.2 In order for Back Bay to include your listing in the Directory, you must submit a valid credit card number as part of the registration form. You agree that your credit card will be charged the then-current, applicable NON-REFUNDABLE fee. Your information will be posted to the Directory within 7 business days. Back Bay reserves the right to remove your site from the Directory for any reason, in our sole discretion.
2.3 The current fee for LASIK Eye Surgery for inclusion in the Directory is a NON-REFUNDABLE fee of U.S. $5,000.00 applicable for each web site submitted. If Back Bay is unable to successfully charge your card or if the charge is refused, your listing will be removed. IT IS THE APPLICANT'S RESPONSIBILITY TO KEEP CREDIT CARD INFORMATION CURRENT.
2.4 NOTHING IN THIS AGREEMENT OBLIGATES BACK BAY TO LIST, LINK TO, ACCEPT, OR OTHERWISE HOST YOUR SITE ANYWHERE ON LASIK EYE SURGERY OR IN THE DIRECTORY
2.5 YOUR REPRESENTATIONS REGARDING YOUR SITE OR CONTENT
You represent and warrant that the information you are submitting for consideration does not and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties not specifically identified in this Section. Further, you warrant and represent that all aspects of the site submitted for consideration comply with all applicable laws and regulations.
3.0 SELECTION AND LISTING OF SITES
3.1 Back Bay reserves the right to decide whether, where, and how a site is listed in the Directory. If Back Bay accepts your site for inclusion in the Directory, Back Bay will consider your preferences, but reserves the right to list your site in any category or subcategory as Back Bay deems appropriate, in its sole discretion. Back Bay reserves the right not to include any specific keywords, comments, or annotations with the listing of a site in the Directory.
3.2 Back Bay also reserves the right, in its sole discretion, to remove your site from the Directory, move the listing to a different category or subcategory, and change or remove any keywords, comments, or annotations at any time, for any reason, including but not limited to, a change in the nature, business, goods, or services or content available on the site.
3.3 Any and all press releases and other public announcements related to your inclusion or possible inclusion in the Directory, including the method and timing of such announcements, must be approved in advance by Back Bay in writing. Back Bay reserves the right to withhold approval of any public announcement in its sole discretion.
3.4 Applicant may not resell, assign or transfer any of its rights hereunder, and may not attempt to resell, assign or transfer such rights
4.0 TERMINATION
4.1 If you wish to terminate participation in the LASIK Eye Surgery program, you must send a notice to Back Bay as set forth in "Notices," below. Please state that you wish to terminate your site's inclusion in the LASIK Eye Surgery Director. Once Back Bay receives such notification from you, your participation in the LASIK Eye Surgery program will cease and your listing will be removed at the end of the year. If you request that your listing be removed before the end of a year for which you have pre-paid the Annual Fee, you agree that Back Bay will not be required to refund any portion of such fee.
5.0 APPLICANT PRIVACY
5.1 Back bay maintains information about Applicant on Back Bay servers, including but not limited to Applicant's registration information. Applicant agrees that Back Bay may use such information in aggregate form for marketing or other promotional purposes. Applicant agrees that Back Bay may disclose such information in the good-faith belief that such action is reasonably necessary: (a) to comply with the law or legal process; (b) to enforce this Agreement; or (c) to protect the rights or interests of Back Bay or others; provided, however, that nothing in this section shall impose a duty on Back Bay to make any such disclosures.
5.2 Back Bay may contact Applicant regarding the LASIK Eye Surgery Directory using the Applicant's email address provided during the registration process (or as updated by Applicant). Such email messages may contain opportunities regarding special offers and new products from Back Bay advertisers.
6.0 INDEMNITY
Applicant agrees to indemnify, defend, and hold harmless Back Bay, Inc., the LASIK Eye Surgery Service and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, and agents, for all losses and costs related to any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Applicant's use of or listing in the Service, the acceptance or rejection of Applicant's suggested site, any alleged violation of this Agreement, or any alleged violation of any rights of others including claims made by patients of intentional torts, negligence or acts of medical malpractice. Back Bay reserves the right, at its own expense, to assume the sole and exclusive defense and control of any matter subject to indemnification by Applicant, which shall not excuse Applicant's indemnity obligations.
BACK BAY'S LIABILITY TO APPLICANT OR A PATIENT SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY APPLICANT TO BACK BAY UNDER THIS AGREEMENT.
7.0 DISCLAIMER OF WARRANTIES AND LIABILITIES
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
BACK BAY, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS, OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF BACK BAY IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM APPLICANT'S USE OF OR INABILITY TO USE THIS SERVICE, BACK BAY'S ACCEPTANCE OR REJECTION OF A SUGGESTED SITE, OR BACK BAY'S CONTINUED LISTING OF A SITE IN THE DIRECTORY.
BACK BAYS LIABILITY TO APPLICANT SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY APPLICANT TO BACK BAY UNDER THIS AGREEMENT.
8.0 FORCE MAJEURE
Back Bay is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, or other causes beyond its reasonable control.
9.0 NOTICES
Any notices or communications under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Back Bay, such notices shall be addressed _______________________________________ , USA. If to Applicant, such notices shall be addressed to the electronic or mailing address specified in Applicant's Service registration form, or such other address as either party may give the other by notice as provided in this Section. It is the Applicant's responsibility to provide an accurate address and to ensure that Back Bay is notified of any changes to Applicant's address as specified in this Section.
10.0 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous or contemporaneous proposals, both oral and written, representations, writings, and all other communications between the parties with respect to such subject matter, excluding the Back Bay Terms of Service and the Back Bay Privacy Policy.
11.0 GENERAL
The Agreement and the relationship between Applicant and Back Bay are governed by the laws of the Commonwealth of Massachusetts, U.S.A., without regard to that state's conflict of laws rules. Applicant and Back Bay hereby submit to the personal and exclusive jurisdiction of the Commonwealth of Massachusetts, U.S.A. for the resolution of disputes arising from or in connection with this Agreement. Back Bay's failure to exercise or to enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and in the Agreement, without statutory presumptions against the drafter, and they agree that all other provisions of the Agreement will remain in full force and effect. The parties expressly agree that the United Nations Convention for the International Sale of Goods does not apply to this Agreement. Applicant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Service or to the Agreement must be Commonwealth of Massachusetts, U.S.A. within one (1) calendar year after such claim or cause of action arose or be forever barred. The section titles in the Agreement are for convenience only and have no legal or contractual effect.
