Terms and Conditions

The following terms and conditions (“Terms”) govern your enrollment and participation in a vision services membership plan (“Vision Membership Plan”) being offered by an independent optometrist, ophthalmologist, optician, or other vision services provider (“Provider”) and your use of the VisionHQ, LLC (together with its affiliates, successors, and assigns hereinafter referred to as “VisionHQ”) online platform (the “Platform”) to enroll in and administer your Vision Membership Plan membership (the “Platform Services”), including the payment of your Vision Membership Plan fees (the “Membership Fees”). These Terms and your enrollment in a Vision Membership Plan constitute a binding agreement between you and VisionHQ (the “Agreement”). If you do not agree to these Terms, do not use the Platform to enroll in a Vision Membership Plan.

THE VISION MEMBERSHIP PLAN IS NOT AN INSURANCE PLAN AND IS NOT INTENDED TO REPLACE VISION INSURANCE. THE VISION MEMBERSHIP PLAN IS NOT A QUALIFIED HEALTH PLAN UNDER THE AFFORDABLE CARE ACT NOR IS IT A MEDICARE PRESCRIPTION DRUG PLAN. THE MEMBERSHIP FEE IS NOT AN INSURANCE PREMIUM. NEITHER THE VISION MEMBERSHIP PLAN, THE PROVIDER OFFERING THE VISION MEMBERSHIP PLAN, NOR VISIONHQ ARE LICENSED INSURERS, HEALTH MAINTENANCE ORGANIZATIONS, OR OTHER UNDERWRITERS OF HEALTH CARE SERVICES. VISIONHQ DOES NOT OFFER OR PROVIDE ANY VISION MEMBERSHIP PLANS, MAKE PAYMENTS FOR A VISION MEMBERSHIP PLAN OR ANY MEMBERSHIP FEES, OR PROVIDE OR PAY FOR ANY VISION SERVICES.

1. VISION MEMBERSHIP PLANS

A Vision Membership Plan is a membership program for certain vision and eye care services. Vision Membership Plans provide a set of specified vision and eye care services (“Included Services”) to patients for no out-of-pocket fees other than the Membership Fee. In addition, the Provider offering the Vision Membership Plan may provide a discount for some or all of the Provider’s services that are not Included Services (“Non-Included Services”). You must consult with the Provider for the fees for such Non-Included Services. VisionHQ does not determine what services are considered Included Services, the amount of the Membership Fee, nor any discount that may be applicable to Non-Included Services.

The Vision Membership Plan is not a vision or optical insurance plan; it is a loyalty program between you and any other individuals that you enroll in the Vision Membership Plan through your Account (each such person, including you, a “Plan Participant”) and the Provider. By enrolling in the Vision Membership Plan and making payments required under the plan, you and each Plan Participant becomes eligible to receive the Included Services from the Provider who offers the plan. To use the Vision Membership Plan, a Plan Participant simply contacts the Provider, identifies the Plan Participant as a Member of the Provider’s Vision Membership Plan, and schedules his or her appointment. As long as all Plan Participant Membership Fee payments are current, there are no separate charges from your Provider for the Included Services. You are obligated to pay your Provider directly for any Non-Included Services that your Provider provides to you or any other Plan Participant, including any sales or use taxes imposed upon the services, in accordance with your Provider’s payment policies. In addition to and without limiting the other terms and conditions contained herein, the following terms and conditions also apply to the Vision Membership Plan:

• You must be current on all Membership Fees for the Vision Membership Plan for all Plan Participants in order for any Plan Participant to receive any Included Services or discounts for any Non-Included Services;
• A Plan Participant may not combine a Vision Membership Plan with an active discount, discount plan, insurance policy or plan (including Medicare, Medicaid, other forms of government insurance or assistance, and/or any private insurance plan or policy), or in-office promotion that provides or applies to the same included benefits. Where offered by a particular Provider, a Plan Participant may select to join a Specialty Vision Membership Plan—i.e., a plan that includes discounts on services that are not included in a standard discount plan (for instance, dry eye, myopia, and specialty contact lenses), but may not combine discounts offered in any Specialty Discount Plan with any plan of vision insurance (including private third party insurance and Medicare, Medicaid, and/or other forms of government insurance or assistance).
• It is possible that, during the course of treatment, a Provider may discover a vision or health condition, such as cataracts or glaucoma, that may require further treatment – the costs associated with any further treatment for any Plan Participant are your responsibility;
• Any late fees or missed-appointment fees that the Provider may charge for any Plan Participant will still apply and will be your responsibility. You should contact the Provider regarding any such fees or penalties.

2. ACCOUNT SIGN-UP

To enroll in a Vision Membership Plan using the Platform, you must open an account (the “Account”). You represent that all information you provide during the Account sign-up process and at any time thereafter, for yourself and for all Plan Participants (collectively, the “Account Information”), will be true, accurate, complete, and current, and that you will promptly update your Account Information as necessary such that it is, at all times, true, accurate, complete, and current. You represent that for each Plan Participant that you enroll under your Account, you have all legal authority to enroll such Plan Participant, and you agree that you shall be responsible for all costs and expenses incurred by such Plan Participant under the Vision Membership Plan, including all applicable Membership Fees.

You may enroll multiple Plan Participants under your Account. Plan Participants are typically restricted to the Plan holder and their Family (i.e., spouse and dependent minors) but may include older children and/or other family members (i.e., grandchildren, nieces, nephews) depending on your particular Provider’s practice.

To create an Account, you must be 18 years or older, have a unique “Contact Method” (such as an email address or mobile number), and have a valid payment method registered with VisionHQ. You will be required to provide your name and email address and to create a password. To access the Account, the email address and password may be required. As the Account holder, you should not reveal the Account Information to anyone else. You are responsible for maintaining the confidentiality and security of your Account Information and for all activities that occur on or through the Account.

3. USE OF YOUR ACCOUNT INFORMATION

VisionHQ will use and maintain your Account Information subject to and consistent with the terms set forth in our Privacy Policy [https://app.vision-hq.com/privacy]. The Agreement incorporates the terms and conditions set forth in our Privacy Policy. By accessing the Platform and/or participating in the Vision Membership Plan, you are consenting for VisionHQ to use your personal information that is included in the Account Information as set forth in these Terms and in the VisionHQ Privacy Policy.

VisionHQ may also receive information about you or other Plan Participants associated with you from your Provider. Such information about you or other Plan Participants may include protected health information (“PHI”) as that term is defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). VisionHQ does not control your Provider’s use or disclosure of your PHI. We make the Platform available to you on behalf of your Provider, pursuant to our agreement with your Provider, and we may use and disclose any PHI we receive from your Provider in accordance with that agreement.

4. PAYMENT TERMS AND PROCESSING

A Plan Participant must sign up for an Initial Term (as defined below) for the Vision Membership Plan. The Provider offering the Vision Membership Plan that you choose will specify available payment plans for each annual period, such as paying month-to-month for the annual plan or paying in full annually. In addition, your Provider may offer a Specialty Plan covering services that are not covered by the standard Vision Membership Plan. These Specialty Plans may include, for instance, dry eye, myopia, and specialty contact lenses. Specialty Plan offerings, if any, are determined by the Provider who creates the plan. Specialty Plans may be for durations of less or more than a year, depending on the treatment option offered. In each case, Membership Fees for the Vision Membership Plan and any Specialty Plan, if offered, will be due in advance, and your payment method on file will be billed accordingly. Membership Fees are billed and due on a Plan Participant by Plan Participant basis. For example, if you sign up to use the Vision Membership Plan on January 1 and specify an annual payment, while you sign up your spouse on March 1 and specify monthly payments, you would have a billing cycle that begins on January 1 of every year and pay an annual fee in advance, while your spouse would have a billing cycle that begins on March 1 of every year and pay 12 monthly fees.

VisionHQ uses a third-party payment processor to collect and process all payments. In order to make payments for all Plan Participants, you may be required to agree to the third-party terms and conditions and/or privacy policy. You are responsible for the timely payment of all fees for all Plan Participants. You agree that VisionHQ may process payment for all Membership Fees associated with the Vision Membership Plan that you choose using the payment method (e.g., credit card, debit card, etc.) that you have provided in your Account Information. It is your responsibility to notify your Provider if your payment method has changed. If you do not provide a valid payment method, or if your designated payment method is determined to be inactive for any reason, your Provider may immediately discontinue your enrollment in the Vision Membership Plan. IF PAYMENT IS NOT MADE IN A TIMELY MANNER FOR ANY PLAN PARTICIPANT, ALL PLAN PARTICIPANTS ENROLLED UNDER YOUR ACCOUNT MAY BE DE-ENROLLED OR TERMINATED FROM THE VISION MEMBERSHIP PLAN.

You agree not to cause your credit or debit card company to reverse or “chargeback” any fees charged in accordance with this Agreement. In the event you do so or terminate payments on an annual plan during the then-current term, we and/or your Provider may terminate your enrollment in the Vision Membership Plan and the enrollment of all Plan Participants under your Account, and you agree to reimburse us and/or your Provider for any costs incurred in responding to chargebacks or pursuing outstanding balances, including, without limitation, our and your Provider’s actual costs paid to the credit or debit card company, chargeback fees, outstanding balances for services, and the value of the time our and your Provider’s employees spend on the matter as determined in our or your Provider’s discretion in good faith. This may also include referring any and all of your Account Information and any outstanding balances owed to your Provider to a debt collection agency should you fail to pay in a timely manner.

Your Provider may change the costs associated with the Membership Fee of the Vision Membership Plan at any time, provided that any change shall only take effect with respect to a Plan Participant upon expiration of the current Initial Term or Renewal Term for that Plan Participant. You will receive a notification to the Contact Method you registered on the Platform of any such change in fees no less than thirty (30) before the new rate becomes effective. If you do not agree to the change(s), you may cancel the membership for all or any Plan Participants at any time prior to the end of the Plan Participant’s then-current annual period. By establishing an Account and enrolling in a Vision Membership Plan through the Platform, you authorize VisionHQ and/or the Provider in whose Vision Membership Plan you are enrolling to bill you for the applicable Membership Fee for each Plan Participant. For each Plan Participant you may choose to pay an annual payment or 12 equal monthly payments for the annual subscription period. If your payment method on file or billing information changes, it is your responsibility to provide updated information to us on a timely basis.

Your VisionHQ Patient Portal will include real-time data with respect to enrollment information for all Plan Participants, including the beginning of the current enrollment period for each Plan Participant and a history of your payments of Membership Fees for each Plan Participant.

5. LIMITATIONS

Not all vision services are Included Services under the Vision Membership Plan. Only those specifically listed by your Provider as Included Services are provided by your Provider at no additional charge to Plan Participants. If a Plan Participant requires any vision services that are not Included Services, you are responsible for paying your Provider for those Non-Included Services at the rates established by your Provider. You may also be subject to a Provider’s late payment fee and other applicable office policies. Any disputes over the fees charged by Providers must be addressed directly with the Provider.

Use of the Platform requires compatible devices, internet access, a unique identifier such as your Contact Method, and certain software; and may be affected by the performance of these (and other) factors that are outside the control of VisionHQ. You agree that meeting these requirements, which may change from time to time, is your responsibility. We do not represent or guarantee you will be able to access the Platform at all times. Generally, utilization of Included Services under the Vision Membership Plan does not require use of the Platform, but in the future, VisionHQ may include additional services available to you through the Platform.

Your selection of a Provider is your responsibility and is not based on any representations made by VisionHQ. VisionHQ does not guarantee that any particular Provider will continue to offer a Vision Membership Plan for any period of time. In addition, VisionHQ reserves the right to change, modify or make substitutions for any Provider utilizing the Platform, and from time to time, without notice. VisionHQ will endeavor to keep you up to date such that only participating active Providers offer a Vision Membership Plan through the Platform. VisionHQ strongly recommends that you confirm that a Provider is currently a participating Provider on the VisionHQ Platform before you receive any services from that Provider.

By enrolling in the Vision Membership Plan, you hereby give permission to VisionHQ and its affiliates to market and offer services to you that may be unrelated to the Vision Membership Plan – but at no point will VisionHQ sell your information to a third party for such purposes. For more information, view our Privacy Policy [https://app.vision-hq.com/privacy].

6. RENEWAL, CANCELLATION, AND RE-ENROLLMENT

Each Plan Participant enrolled under your Account will be enrolled in the Vision Membership Plan for a one (1)-year period that commences on the Plan Participant’s respective date of enrollment (the “Initial Term”). At the end of the Initial Term, the Plan Participant’s membership shall automatically renew for successive one (1)-year terms (each a “Renewal Term”), unless you terminate the Plan Participant’s participation in the Vision Membership Plan prior to the end of the then-current Initial Term or Renewal Term.

You will be contacted at least fourteen (14) days prior to the end of the then-current Initial Term or Renewal Term for each Plan Participant notifying you of the Plan Participant’s upcoming auto-renewal.

In order to terminate a Plan Participant’s participation in the Vision Membership Plan, you must contact your Provider to cancel the Plan Participant’s membership – VisionHQ cannot, on your behalf, cancel a membership in your Provider’s Vision Membership Plan. You must do this at any time prior to the end of the Initial Term or prior to a Renewal Term for the applicable Plan Participant.

Your Provider may terminate a Plan Participant’s membership in the Vision Membership Plan at any time for any reason, including for the non-payment of Membership Fees, or for no reason. If a payment is not received when due, your Account may be placed into “Late” status and your payment method may be retried at various intervals. If payment is not received in a timely manner, your Account will become “Inactive” all Plan Participants enrolled under your Account will no longer be provided Included Services or discounts on any Non-Included Services. Likewise, if you cancel the enrollment of a Plan Participant at any time, the Plan Participant will no longer be able to receive Included Services or discounts on any Non-Included Services. If your Account is in good standing, the cancellation of the enrollment of a Plan Participant will not affect the enrollment of any other Plan Participant. If your Account is terminated for any reason but you decide to re-enroll in the Vision Membership Plan, you may be charged a re-enrollment fee, in addition to any Membership Fees then due.

7. REFUNDS

We do not provide refunds except in the following three (3) situations:

• A. Billing error. In order to be considered a “billing error” you must provide sufficient written documentation to demonstrate the existence of a billing error and adequate proof of the amount paid due to such error.
• B. Vision Membership Plan Termination. If your Provider terminates a Plan Participant’s membership in a Vision Membership Plan without your consent or permission, or ceases offering a Vision Membership Plan, your Provider may provide a pro rata refund to your Account for each affected Plan Participant.
• C.) Termination in the First Thirty (30) Days. You may terminate your membership in a Vision Membership Plan and receive a full refund if neither you nor any Family member has received services under the Plan. If you have received services under the plan, you will not be eligible for a full refund (your Provider may provide a pro rata refund) but may nevertheless cancel your membership.

If your case falls within either of the above situations, we may approve a refund based on the information provided and correspondence with your Provider. VisionHQ does not guarantee that all cases that may be eligible for a refund will be approved for refund, and we reserve the right for any Provider to refuse a refund for any reason. Should your case be approved for refund, we may only process a refund using the method of payment where fees were originally charged; cash refunds are not available or offered in any circumstance.

8. SMS & EMAIL

BY AGREEING TO TEXT MESSAGE & EMAIL TERMS AND CONDITIONS PROVIDED ON BEHALF OF YOUR PROVIDER BY THE VISIONHQ MEMBERSHIP PROGRAM (“PROGRAM”), YOU AGREE TO RECEIVE EMAILS AND/OR TEXT MESSAGES ON YOUR MOBILE DEVICE SUBJECT TO THE TERMS AND CONDITIONS DESCRIBED BELOW. YOU ALSO CONSENT TO RECEIVE AUTODIALED TEXT MESSAGES FROM OR ON BEHALF OF YOUR PROVIDER OR THE PROGRAM AT THE MOBILE NUMBER YOU PROVIDE.

• A. Participants may receive text messages or emails each month while enrolled in the Program.
• B. There is no fee payable to your Provider or the Program to receive text messages; however, your carrier’s standard message and data rates may apply.
• C. Data obtained from you in connection with your registration for, and use of, this SMS and/or email service may include your phone number and/or email address, related carrier information, and elements of your membership information, which may be used to administer this program and to provide program benefits such as information about your membership, as well as program updates and alerts.
• D. For additional details on how your data is treated, view our Privacy Policy [https://app.vision-hq.com/privacy].
• E. VisionHQ will not be liable for any delays in the receipt of any SMS messages as delivery is subject to effective transmission from your network operator.
• F. The service is available on all major US carriers.
• G. VisionHQ and your Provider reserve the right to rescind, revoke, or amend the Program without notice at any time.
• H. You can unsubscribe from the Program by texting STOP.

9. COMPLAINTS

Because VisionHQ is not responsible for the services provided by the Providers, all complaints about the vision services provided by a Provider, the fees charged, or any other dissatisfaction with a Provider or terms of any Vision Membership Plan offered by our Provider, must be addressed directly with the Provider. You may submit any complaints regarding the Platform by email at member@vision-hq.com or by certified mail to VisionHQ Member Relations, 8311 Brier Creek Pkwy Ste 105 PMB 99, Raleigh NC 27617; complaints over the telephone are not accepted. VisionHQ will use reasonable efforts to respond to your complaint within fourteen (14) days after it is received.

10. LIMITATION OF LIABILITY

ALL SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE PLATFORM AND OUR PLATFORM SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING AS A RESULT OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, VISIONHQ AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT USE OF THE PLATFORM OR THE PLATFORM SERVICES WILL RESULT IN COMPLIANCE, FULFILLMENT OR CONFORMITY WITH THE LAWS, RULES, REGULATIONS, REQUIREMENTS OR GUIDELINES OF ANY GOVERNMENTAL AGENCY OR THAT THE PLATFORM OR PLATFORM SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY PLAN PARTICIPANT OR THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO CERTAIN PROVISIONS OF THIS SECTION 10 MAY NOT APPLY TO YOU; HOWEVER, THEY APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF VISIONHQ TO YOU, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE, BREACH OF STATUTORY OR OTHER DUTY), MISREPRESENTATION, RESTITUTION, DELAY, FAILURE TO PERFORM, OR OTHERWISE HOWSOEVER ARISING IN RELATION TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT THAT YOU ACTUALLY PAID FOR YOUR VISION MEMBERSHIP PLAN IN THE PRIOR TWELVE (12) MONTHS.

VISIONHQ MAKES NO REPRESENTATIONS REGARDING ANY PROVIDER OFFERING A VISION MEMBERSHIP PLAN. PROVIDERS ARE INDEPENDENT CONTRACTORS AND ARE NEITHER EMPLOYEES NOR AGENTS OF VISIONHQ OR ITS AFFILIATES. VISIONHQ CANNOT GUARANTEE THE CONTINUED PARTICIPATION OF ANY PROVIDER IN THE VISION MEMBERSHIP PLAN. PROVIDERS ARE SUBJECT TO CHANGE WITHOUT NOTICE AND IF A PROVIDER LEAVES THE VISION MEMBERSHIP PLAN, AND YOU WISH TO CONTINUE PARTICIPATING IN A VISION MEMBERSHIP PLAN, YOU WILL NEED TO SELECT ANOTHER PROVIDER.

YOUR PROVIDER IS SOLELY RESPONSIBLE FOR THE PROFESSIONAL ADVICE, TREATMENT AND CARE, AS WELL AS THE OVERALL QUALITY OF THE VISION SERVICES HE/SHE PROVIDES FOR YOU AND EACH PLAN PARTICIPANT. NEITHER THE VISION MEMBERSHIP PLAN NOR VISIONHQ MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY REGARDING ANY ASPECTS OF THE VISION SERVICES, OR THE QUALITY OR OUTCOME OF SUCH SERVICES FURNISHED BY PROVIDERS. NEITHER THE VISION MEMBERSHIP PLAN NOR VISIONHQ HAS ANY RESPONSIBILITY OR LIABILITY TO YOU, ANY PLAN PARTICIPANT, OR ANY OTHER PERSON WITH REGARD TO ANY OF THESE MATTERS, AND YOU MUST ADDRESS ALL OF THEM SOLELY WITH THE PROVIDER.

VISIONHQ DOES NOT PROVIDE VISION SERVICES OF ANY KIND. ACCORDINGLY, YOU, FOR YOURSELF AND FOR EACH PLAN PARTICIPANT WHO YOU ENROLLS IN A VISION MEMBERSHIP PLAN THROUGH THE PLATFORM, AS THE CASE MAY BE, HEREBY FOREVER RELEASE AND DISCHARGE VISIONHQ AND ITS OFFICERS, DIRECTORS, MEMBERS, AGENTS, EMPLOYEES, AND AFFILIATES FROM ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS AND CAUSES OF ACTION, WHATSOEVER, THAT YOU OR SUCH PLAN PARTICIPANT MAY HAVE BY REASON OF ANY DAMAGE OR PERSONAL INJURY SUSTAINED AS A RESULT OF OR IN CONNECTION WITH ANY VISION SERVICES PROVIDED TO YOU OR A PLAN PARTICIPANT BY A PROVIDER. YOUR SOLE RECOURSE AND THE SOLE RECOURSE OF ANY PLAN PARTICIPANT AGAINST VISIONHQ SHALL BE CANCELLATION OF YOUR ENROLLMENT, OR THE ENROLLMENT OF THE APPLICABLE PLAN PARTICIPANT, IN THE VISION MEMBERSHIP PLAN. IF YOU CANCEL YOUR ENROLLMENT, OR THE ENROLLMENT OF A PLAN PARTICIPANT, IN THE VISION MEMBERSHIP PLAN, YOU MAY BE ELIGIBLE FOR A REFUND AS DESCRIBED HEREIN.

11. INDEMNITY

You agree to indemnify and hold us and our directors, officers, agents, contractors, affiliates, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of your or a Plan Participant’s participation in the Vision Membership Plan or your or a Plan Participant’s access to or use of the Platform or the Platform Services.

You hereby agree not to sue, assist in, or be a voluntary party to, except as required by law, any action, suit, or proceeding against us for any claims, actions, suits, damages, liability, losses, or expenses of whatever kind or however arising out your participation in the Vision Membership Plan.

12. LINKS TO OTHER WEBSITES, SOFTWARE, AND SERVICES

The Platform may contain links to third-party software, services, or websites. We are not responsible for the content, accuracy, or opinions expressed on such software, services, or websites, and such software, services, or websites are not investigated, monitored, or checked for accuracy or completeness by us. Inclusion of any such software, services, or websites on or through the Platform does not imply approval or endorsement of such software, services, or websites by us. If you decide to leave the Platform and access these such software, services, or websites, you do so at your own risk.

13. GOVERNING LAW; ARBITRATION

The Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions and, as to matters affecting copyrights, trademarks, and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-569.1 et seq. (the “Uniform Arbitration Act”) and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment, and entered in any court of competent jurisdiction. You agree that any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to the Agreement shall be brought and heard either in the North Carolina state courts located in Raleigh, North Carolina, or the federal district court located in Raleigh, North Carolina. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by first class mail, and shall be deemed effectively given upon receipt.

14. CHANGES TO THESE TERMS AND CONDITIONS

VisionHQ reserves the sole right at any time to modify, add, discontinue, or delete portions of these Terms. We may notify you of any material changes to these Terms using a Contact Method that you provided when you registered your Account with us. It is your responsibility to periodically check for communications from us for changes to the Terms. If you do not agree with any new Terms, you must cancel your Account and all Plan Participants must stop using the Platform Services. Your continued use of the Platform, the Platform Services, and/or the Vision Membership Plan after any changes to these Terms constitutes your acceptance of the revised Terms and Conditions.

15. MISCELLANEOUS

This Agreement is the entire agreement between you and us pertaining to your and the Plan Participant’s participation in the Vision Membership Plan and your and the Plan Participant’s use of the Platform and the Platform Services. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. Our failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. Our delay or failure to exercise any right or provision of these Agreements shall not constitute a waiver of such right or provision. This Agreement does not, and shall not be deemed to, constitute a partnership or joint venture between you and us, and neither you nor VisionHQ has the authority to bind the other under any contract, agreement, or otherwise. We shall not be liable for any failure to perform any of our obligations under this Agreement if the performance is prevented, hindered or delayed due to any cause beyond the reasonable control of VisionHQ including, without limitation, unavailability of any communication system, breach or virus in the processes, sabotage, fire, flood, explosion, acts of nature, pandemic, civil commotion, riots, insurrection, war, acts of government, etc.

Enrollment and membership in the Vision Membership Plan is for your and each Plan Participant’s own personal benefit and may not be assigned or delegated by you to any other person. Your violation of this provision, in the discretion of VisionHQ, and/or your Provider, may result in immediate termination of your Account and/or your or Plan Participant’s Vision Membership Plan membership for cause.

Should you have any questions regarding your enrollment in or use of your Vision Membership Plan, please contact your Provider directly. Should you have any questions regarding your access to or use of the Platform, please contact us at member@vision-hq.com. Any written notices or inquiries should be addressed to VisionHQ as follows: VisionHQ Member Relations, 8311 Brier Creek Pkwy Ste 105 PMB 99, Raleigh NC 27617.

Any notices provided by VisionHQ to the Members of any Vision Membership Plan offered by a Provider through the Platform may be given via a Contact Method you provided in your Account. It is your responsibility to periodically check for such notice(s).