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PHOENIX CONNECT TERMS OF USE

This Phoenix Connect Terms of Use (this “Terms of Use”) is agreed to between NeoLight, LLC with its principal place of business at 1475 N. Scottsdale Rd. Suite 110, Scottsdale, AZ 85257 (“NeoLight,” “we,” “us,” or “our”) and you, or, if you represent an entity or other organization, that entity or organization (in either case, “you” or “your”).

NeoLight offers Phoenix CONNECT, a cloud-based telemedicine system for use in uploading, manipulating, storing, viewing or analyzing ophthalmic images and associated patient and study data related to patient eye-related images (the “System”). The System provides end users (“Users”) with the ability to access and use computer software from NeoLight and other third parties (“Software”); information, data, and content from NeoLight and other third parties (“Data”); as well as additional resources, enhancements, functionality, support, maintenance, training and other services described on the System (“Services”) (collectively, the Software, Data, and Services are treated as part of the “System” for purposes of this Terms of Use).

This Terms of Use includes the terms and conditions below and the current Privacy Policy, located at https://www.theneolight.com/privacy-policy/ (the “Privacy Policy”) relating to the System. You are responsible for compliance with this Terms of Use (including the Privacy Policy). This Terms of Use applies to your access and use of the System in addition to the terms of any Master Services Agreement that you enter into with NeoLight. To the extent that there is any conflict between this Terms of Use and the Master Services Agreement, this Terms of Use shall control. Unless you have entered into a separate written Master Services Agreement with NeoLight regarding the System, this Terms of Use is the complete and exclusive Terms of Use between you and NeoLight regarding your access to and use of the System.

PLEASE CAREFULLY READ THIS TERMS OF USE. BY ACCESSING OR USING THE SYSTEM, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS TERMS OF USE. IF YOU DO NOT AGREE TO THIS TERMS OF USE, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS TERMS OF USE, NEOLIGHT IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE SYSTEM AND YOU MUST NOT ACCESS OR USE THE SYSTEM. IF YOU ACCESS OR USE THE SYSTEM, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS TERMS OF USE AND AGREE TO BE BOUND BY THIS TERMS OF USE.

The parties agree to be legally bound by the following terms and conditions of this Terms of Use:

Terms and Conditions

1. Definitions. All capitalized terms used in this Terms of Use and defined in the context in which they are used will have the meanings given to them herein. All other terms used in this Terms of Use will have their plain English meaning as commonly interpreted in the United States.

    

2. Term. This Terms of Use is entered into as of the earlier of the date you first access or use the System (the “Effective Date”) and will continue until terminated as set forth herein.

    

3. Modifications. This Terms of Use may be amended at any time by NeoLight from time to time without specific notice to you. The latest Terms of Use will be made available when you access or use the System, and you should review this Terms of Use prior to accessing or using the System. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS TERMS OF USE. YOUR CONTINUED ACCESS AND USE OF THE SYSTEM FOLLOWING OUR POSTING OF AN AMENDED TERMS OF USE OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.

    

4. Eligibility. Access and use of the System is intended for use by Users who are at least 18 years of age and able to form legally binding contracts. You represent and warrant that you are not: (a) a citizen or resident of (or located in) any jurisdiction where use of the System is prohibited by law; (b) a citizen or resident of (or located in) any country that is currently subject to sanctions or embargoes by the United States or any other country; or (c) an individual who is, or who is employed by or associated with a Business Entity that is, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or is otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.

    

5. Account.
   1. Users. You will be required to establish or join a user account on the System (an “Account”) to access Software, Data, and Services. Approval of your request to establish or join an Account will be at the sole discretion of NeoLight. Any user identification and password issued for an Account (the “Account ID”) are personal in nature. Each Account is for internal use and each Account ID may be used only by you alone. You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID, except as provided herein.
      
      
   2. Registration Information In connection with establishing or joining an Account, you will be asked to submit certain information about you, and as applicable, your organization (“Registration Information”). You agree that: (i) all such Registration Information you provide will be accurate, complete, and current; (ii) you will maintain and promptly update all such Registration Information to keep it accurate, complete, and current; and (iii) you will not provide any Registration Information belonging to another person with the intent to impersonate that person. By providing Registration Information, you authorize NeoLight to disclose such information to the purchaser of the System.
      
      
   3. Responsibilities You are solely responsible for all access to and use of the Account through your Account ID (whether authorized or unauthorized), including all Software, Data, and Services accessed through your Account ID. NeoLight may deem any actions taken through your Account ID to have been authorized by you. You are responsible for compliance with this Terms of Use. You will ensure the security and confidentiality of each Account ID and will notify NeoLight immediately if any Account ID is lost, stolen, or otherwise compromised. You acknowledge that any transactions completed through your Account ID will be deemed to have been lawfully completed by you.
      
      
   4. Account Administrator The purchaser of the System will designate a User as the administrator of the account (the “Account Administrator”). NeoLight may deem the Account Administrator to have full authority for all decisions relating to the Account, including: (i) addition or removal of Users; (ii) permission settings; (iii) disputes regarding the Account; (iv) notices and other communications relating to the Account; and (v) any other decisions that may be required regarding the Account. There must be one and only one Account Administrator for the Account at all times. The initial Account Administrator must be designated in the initial request to establish the Account. If an initial Account Administrator is not designated, the individual requesting to establish the Account shall be deemed the initial Account Administrator for the Account. The Account Administrator may be changed: (1) by an email sent to NeoLight from the registered email address of the current Account Administrator; (2) by bona fide legal written notice provided to NeoLight; or (3) as separately set forth by NeoLight. In the event of a dispute where multiple persons claim to be the rightful Account Administrator, NeoLight reserves the right, at its sole discretion, to suspend all access to the Account until an Account Administrator is properly designated to NeoLight’s sole satisfaction; or terminate your Account.
      
      

    

6. Access.
   1. To the System. Subject to your compliance with this Terms of Use, NeoLight will permit you to access and use the System solely for internal, non-commercial, and lawful purposes in accordance with the terms of this Terms of Use. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the System, in each case as necessary to meet your operational and business requirements based on your particular circumstances.
      
      
   2. To the Software Subject to your compliance with this Terms of Use and any other terms and conditions accompanying the Software, you will be provided with access to a variety of Software through the System solely for your own internal purposes in connection with your use of the System. Unless otherwise noted on the System, all Software available through the System is owned by NeoLight. All Software is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Software and for your use of any Software. You will not permit any third party to: (i) alter, modify, reproduce, or create derivative works of any Software; (ii) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Software; or (iii) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any Software. All use of the Software will be in accordance with any documentation for the Software provided by NeoLight. The System may provide you with the choice to access Software developed, provided, or maintained by other third-party providers (“Third-Party Software”). In addition to the terms of this Terms of Use, your access to and use of any Third-Party Software is also subject to any other agreement you may agree to before being given access to the Third-Party Software (each, a “Third-Party Software Agreement”). The terms of any Third-Party Software Agreement (which may include payment of additional fees) will apply to the applicable Third-Party Software provided under that Third-Party Software Agreement in addition to the terms of this Terms of Use but will not apply to any other Software you may access through System. Except as may be set forth in a separate agreement with NeoLight, NeoLight is under no obligation to provide to you with any support, maintenance, or training relating to the Software. Notwithstanding the foregoing, should NeoLight elect to provide you with any support, maintenance, or training for the Software, such support, maintenance, or training will be pursuant to NeoLight’s then-current terms for support, maintenance, or training, as applicable. Any updates, upgrades, new versions, or new releases of or to the Software provided by NeoLight will be treated as part of the “Software” for purposes of this Terms of Use. Except as set forth in this Terms of Use, you are granted no licenses or rights in or to any Software, or any Intellectual Property Rights (as defined below) therein or related thereto.
      
      
   3. To the Data Subject to your compliance with this Terms of Use and any other terms and conditions accompanying the NeoLight Data, you will be provided with access to a variety of Data through the System solely for your own internal purposes in connection with your use of the System. Unless otherwise noted on the System, all Data available through the System is owned by NeoLight (“NeoLight Data”). All NeoLight Data is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all NeoLight Data and for your use of any NeoLight Data. You will not, and will not permit any third party to: (i) alter, modify, reproduce, or create derivative works of any NeoLight Data; (ii) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any NeoLight Data; or (iii) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any NeoLight Data. Certain Data may include or be based on data, information or content from other third-party Data providers (“Third-Party Data”). In addition to the terms of this Terms of Use, your access to and use of any Third-Party Data is also subject to any other agreement you may agree to before being given access to the Third-Party Data (each, a “Third-Party Data Agreement”). The terms of any Third-Party Data Agreement (which may include payment of additional fees) will apply to the applicable Third-Party Data provided under that Third-Party Data Agreement in addition to the terms of this Agreement but will not apply to any other Data you may access through System. NeoLight has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Third-Party Data provided through the System. Except as set forth in this Terms of Use, you are granted no licenses or rights in or to any Data, or any Intellectual Property Rights therein or related thereto.
      
      
   4. To Other Users The System may allow you to link, connect, or otherwise communicate with other Users through the System. By linking, connecting, or communicating with other Users, you are agreeing to allow those Users to communicate directly with you through the System. You agree that you are solely responsible for all communications between you and any other User through the System. Your extension or acceptance of a link, connection, or other communication with another User will serve as your affirmative “opt in” to the disclosure by NeoLight of Customer Data (as defined below) (which may include your personal information) to that other User.
      
      

    

7. Customer Data. You are solely responsible for all data, information, and other content (such as text, audio, video, photographs, illustrations, graphics, and other media) that you may provide or generate through your use of the System, including your Registration Information (collectively, “Customer Data”). As between you and NeoLight, you retain ownership of Customer Data. However, subject to any limitations included in the Privacy Policy, you grant NeoLight a nonexclusive, royalty-free (unless otherwise agreed), perpetual, irrevocable, and fully sublicensable (including, without limitation, to Users, the purchaser of the System, and other third parties) right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display (“Use”) Customer Data for purposes of providing the System to you and for use in making enhancements and improvements to the System. You represent and warrant that none of Customer Data or the Use of Customer Data by NeoLight or any other party: (a) violates this Terms of Use, the Privacy Policy, or any requirements under applicable laws; (b) is libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitutes an infringement, misappropriation or violation of the Intellectual Property Rights or other rights of any third party; (d) is illegal in any way or advocates illegal activity; (e) is an advertisement or solicitation of funds, goods, or services; (f) is false, misleading, or inaccurate; or (g) is or could be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. NeoLight is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store, restore or back-up any of Customer Data. You agree that you have all right, title, interest and consent in Customer Data necessary to allow NeoLight to Use Customer Data as set forth in the rights and licenses you grant to NeoLight under this Terms of Use.

    

8. Termination. This Terms of Use may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Terms of Use. Further, NeoLight may terminate this Terms of Use immediately upon notice to you, if you: (a) materially breach this Terms of Use and fail to remedy such breach within 30 days after receiving notice of the breach; or (b) materially breach this Terms of Use in a manner that cannot be remedied. Upon termination or expiration of this Terms of Use for any reason: (i) all rights and subscriptions granted to you under this Terms of Use will terminate; (ii) you will immediately cease all use of and access to the System and all Software, Data, and Services (including, without limitation, all Data you obtained prior to termination); and (iii) NeoLight may, in its sole discretion, delete your Account ID and any of Customer Data held by NeoLight at any time. Sections 1 (Definitions), 8 (Termination), 11 (Ownership- NeoLight IP), 12 (Representations and Warranties), 13 (No Warranties; Disclaimers), 14 (Indemnity), 15 (Limitation on Liability), 16 (Confidentiality), 17 (Data Privacy), 18 (Disputes), 19 (Governing Law and Venue), 20 (Notices), 22 (Equitable Relief); and 23 (Additional Terms) will survive any expiration or termination of this Terms of Use.

    

9. Suspension. Without limiting NeoLight’s right to terminate this Terms of Use, NeoLight may also suspend your access to your Account ID and the System, Software, Data, or Services (including Customer Data), with or without notice to you, upon any actual, threatened, or suspected breach of this Terms of Use or applicable law or upon any other conduct deemed by NeoLight to be inappropriate or detrimental to the System, NeoLight, or any other NeoLight User or customer.

    

10. System Technology. The System, and the Software, Data, Services and other databases and technology used by or on behalf of NeoLight to operate the System, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of NeoLight and its third-party providers. You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Terms of Use; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance, or functionality of the Technology; (i) interfere with the operation or hosting of the Technology; or (j) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology.

     

11. Ownership- NeoLight IP. NeoLight and its third party providers retain all right, title, and interest in and to the technology, system materials, any additions, improvements, updates, new versions, or other modifications thereto created by either party, whether or not through the System, alone, jointly, or with any third party, and all Intellectual Property Rights therein and related thereto. You do not receive any ownership interest in or to any of the foregoing, and no right or license is granted to you to use any of the foregoing apart from your right to access and use the System under this Terms of Use. For purposes of this Terms of Use, “Intellectual Property Rights” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

     

12. Representations and Warranties.
    1. Mutual. Each party hereby represents and warrants to the other party that: (i) it has the legal right and authority to enter into this Terms of Use; (ii) this Terms of Use forms a binding legal obligation on behalf of such party; and (iii) it has the legal right and authority to perform its obligations under this Terms of Use and to grant the rights and licenses described in this Terms of Use.
       
       
    2. Compliance With Laws. You acknowledge that the System is a computer system for normal personal use and is not specifically designed to facilitate compliance with any specific law, rule, or regulation. Your use of the System in compliance with any specific law, rule, or regulation applicable to you, or to Customer Data, is your sole responsibility. NeoLight is not responsible for enabling your compliance with any such law, rule, or regulation or for your failure to comply. You represent and warrant to NeoLight that your use of and access to the System, including, without limitation, Customer Data, will comply with all applicable laws, rules, and regulations and will not cause NeoLight itself to violate any applicable laws, rules, and regulations.
       
       

     

13. No Warranties; Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SYSTEM UNDER THIS TERMS OF USE IS PROVIDED TO YOU STRICTLY “AS IS” AND “AS AVAILABLE” AND NEOLIGHT AND ITS THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM, AND YOU DISCLAIMS ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD THERETO OR TO ANY OTHER SUBJECT MATTER OF THIS TERMS OF USE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY OR ERROR-FREE OPERATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NEOLIGHT, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS TERMS OF USE.

     

14. Indemnity. You hereby agree to indemnify, defend, and hold harmless NeoLight and its third-party providers, officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (a) your access to or use of the System, Software, Data, or Services; (b) Customer Data or other data, information, or Data that you access or provide through the System; (c) your violation of any third party right, including any infringement or misappropriation of any third-party’s Intellectual Property Rights or privacy right; and (d) your breach of any representation, warranty, or other provision of this Terms of Use. NeoLight will provide you with notice of any such claim or allegation, and NeoLight will have the right to participate in the defense of any such claim at its expense.

     

15. Limitation on Liability. NEOLIGHT, AND ITS THIRD-PARTY PROVIDERS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS OR USE OF THE SYSTEM, EVEN IF NEOLIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF CUSTOMER DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. NEOLIGHT’S, AND ITS THIRD-PARTY PROVIDERS’, TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TERMS OF USE AND THE SYSTEM PROVIDED UNDER THIS TERMS OF USE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $1,000. YOU AGREE THAT NEOLIGHT WOULD NOT ENTER INTO THIS TERMS OF USE WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, NEOLIGHT’S, AND ITS THIRD-PARTY PROVIDERS’, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

     

16. Confidentiality. For purposes of this Terms of Use, “Confidential Information” means the Software, Data, and all documentation and materials relating to the System, regardless of the form thereof, including all copies and extracts thereof. You will not disclose Confidential Information to any third party without NeoLight’s prior written consent. You may disclose the Confidential Information only to those individuals who have a need to know the Confidential Information for purposes of your valid use of the Software or Data as permitted under this Terms of Use, or authorized by NeoLight in writing, and who are bound by an obligation of confidentiality at least as protective of the Confidential Information as the terms of this Terms of Use. You will treat all Confidential Information with the same degree of care as you treat your own confidential information which, in no event, will be less than reasonable care. You will not utilize the Confidential Information other than as expressly permitted in this Terms of Use.

     

17. Data Privacy. You expressly consent to NeoLight’s use and disclosure of Customer Data and personal information as described in the Privacy Policy. Notwithstanding anything in the Privacy Policy, NeoLight will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (e.g., data or information that does not identify an entity or natural person as the source thereof) resulting from your access to and use of the System. To the extent any such non-personally identifiable data or information is collected or generated by NeoLight, the data and information will be solely owned by NeoLight and may be used by NeoLight for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof.

     

18. Disputes. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Terms of Use, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Terms of Use and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Terms of Use (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration through the arbitration of the American Arbitration Association (“AAA”) under the AAA rules then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by Terms of Use of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Terms of Use delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site in Santa Clara County, California. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

     

19. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Terms of Use, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of California as such laws apply to contracts between Californian residents performed entirely within California without regard to the conflict of laws provisions thereof. Subject to Section 18 (Disputes), each party shall bring any action or proceeding arising from or relating to this Terms of Use exclusively in a federal or state court in Santa Clara County, California, and each party irrevocably submits to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts.

     

20. Notices. Unless otherwise specified in this Terms of Use, any notices required or allowed under this Terms of Use will be provided to NeoLight by postal mail to the address for NeoLight listed on the applicable quotation or order form entered into with the System purchaser. NeoLight may provide you with any notices required or allowed under this Terms of Use by sending you an email to any email address you provide to NeoLight in connection with your Account, provided that in the case of any notice applicable both to you and other Users of the System, NeoLight may instead provide such notice by posting on the System. Notices provided to NeoLight will be deemed given when actually received by NeoLight. Notice provided to you will be deemed given 24 hours after posting to the System or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.

     

21. Linked Sites. The System may contain links to third-party sites, which contain content at such sites, that are not under the control of NeoLight. If you access a third-party site or content from the System, then you do so at your own risk and NeoLight is not responsible for any such site or content on any linked site. If the System links to any third-party site or content, it is not an indication of an endorsement, authorization, or sponsorship to such third-party site or content.

     

22. Equitable Relief. You acknowledge and agree that due to the unique nature of Confidential Information, there can be no adequate remedy at law for any breach of the obligations hereunder, that any such breach may allow you or third parties to unfairly compete with NeoLight resulting in irreparable harm to NeoLight, and therefore, that upon any such breach of this Terms of Use or threat thereof, NeoLight will not oppose any attempt by NeoLight to obtain, in addition to whatever remedies it may have at law, an injunction or other appropriate equitable relief without making any additional showing of irreparable harm (and agrees to support the waiver of any requirement that NeoLight be required to post a bond prior to the issuance of any such injunction or other appropriate equitable relief).

     

23. Additional Terms. Unless otherwise amended as provided herein, this Terms of Use will exclusively govern your access to and use of the System, and is the complete and exclusive understanding and Terms of Use between the parties, and supersedes any oral or written proposal, Terms of Use or other communication between the parties, regarding your access to and use of the System. All waivers by NeoLight under this Terms of Use must be in writing or later acknowledged by NeoLight in writing. Any waiver or failure by NeoLight to enforce any provision of this Terms of Use on one occasion will not be deemed a waiver by NeoLight of any other provision or of such provision on any other occasion. If any provision of this Terms of Use is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original, and the remaining provisions will remain in full force. Neither this Terms of Use nor any rights or obligations of you hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of NeoLight. Any assignment in violation of the foregoing will be null and void. NeoLight may assign this Terms of Use to any party that assumes NeoLight’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. NeoLight may reference you as a User of the System and use your name and logo, as applicable, in listings of Users of the System appearing on NeoLight’s website and for other marketing and promotional purposes relating to the System. Upon request from NeoLight, you agree to provide NeoLight with such documentation or records with respect to your activities under this Terms of Use as may be reasonably requested for NeoLight to verify your compliance with the terms of this Terms of Use and all applicable laws. Paragraph headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting these terms and conditions. You hereby agree to take such further actions as may be reasonably requested by NeoLight in connection with the Services to be provided hereunder for the performance of NeoLight’s obligations hereunder.