TERMS AND CONDITIONS FOR 

WEBSITE AND SERVICE

Last Updated: February 26, 2004

Welcome to the For Eyes Optical Company ("For Eyes") Web Site located at http://www.saleforeyes.com/ (the "For Eyes Web Site"). For Eyes offers many goods and services through the For Eyes Web Site, including but not limited to the sale of prescription eyewear (collectively the "Service"). The terms and conditions under which For Eyes provides the Service through the For Eyes Web Site are set forth below. To use the Service you must register for the Service (either online or offline) and click the "I Accept" button when presented with these Terms and Conditions for Website and Service (the "Terms of Use"). By completing such registration and by clicking the "I Accept" button when presented with these Terms of Use, you agree to accept all such terms and conditions. In addition, you agree to be bound by the For Eyes Privacy Policy ("For Eyes Privacy Policy") http://www.saleforeyes.com/security.html, the For Eyes credit application that you completed offline (if applicable), and any other documents available on or through http://www.saleforeyes.com/custserv/ (collectively and separately referred to as the "For Eyes Terms of Service").



1. THE SERVICE.
For Eyes provides registered users of the Service (each a "User") with the ability to purchase For Eyes goods and services over the Internet using a United States issued credit card, check cards, or debit cards ("Credit Cards"). In order to use the Service, you will be required to provide For Eyes with information necessary for us to verify your identity and to obtain proper Credit Card or other authorization. As a User, you agree not to provide For Eyes with any false information. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, shall be subject to the For Eyes Terms of Service. For specific information regarding Service, please contact For Eyes' Customer Service Department at the telephone number or email listed at [For Eyes TO PROVIDE URL].

2. FEES.
In consideration of your use and enjoyment of the Service, you agree to pay For Eyes for each purchase of goods and/or services through the For Eyes Website (which will be charged to the Credit Card you use to effect the respective transaction). The transactions fee to be charged to your Credit Card (in addition to any other applicable fees such as state and/or local tax, depending on your location) will be displayed online for your authorization prior to initiation of the transaction. For Eyes' fees are subject to change from time to time in For Eyes' sole and absolute discretion. Transactions that have been authorized by a User shall be processed only on the condition that the issuer of the respective Credit Card has authorized the corresponding charges. Each User using the Service acknowledges and agrees that For Eyes is authorized to charge the respective Credit Card for the price of the transaction (i.e., the listed price for the good or service purchased), and any other applicable fees (including, without limitation, the state or local taxes mentioned above). Please note that each User's agreement with the issuer of the respective Credit Card governs such User's use of such card. Users must refer to such agreement(s) to determine rights and liabilities as a cardholder, which may include other fees.

3. USERNAMES AND PASSWORDS.
As part of the registration process (or, alternatively, as part of an offline application process), you will be asked to select (or will be issued) a username and password. You are solely responsible to maintain the confidentiality of your username and password, and to monitor and police the use thereof. For any and all activities that are conducted using such username and password, you agree not to transfer, resell, give access to, or allow any third party to use your username or password for any reason whatsoever.

4. THIRD PARTY LINKS.
The Service and/or the For Eyes Web Site may include links to third party websites. These links allow you to exit the Service and/or the For Eyes Web Site and enter third party websites. These links are provided only as a convenience. The linked websites are not reviewed, controlled, examined, sponsored, or endorsed by For Eyes and For Eyes is not responsible for the information, advertising, products, resources or other material, of any linked site or any link contained in a linked site. The inclusion of any link does not imply For Eyes' sponsorship or endorsement of the linked site. In no event shall For Eyes be liable, directly or indirectly, to anyone for any damage or loss arising from or occasioned by the creation, use or reliance, on the third parties' websites or the information, advertising, products, resources or material accessed through these websites. For Eyes reserves the exclusive right and sole discretion to add, decline or remove, without warning, any icon or link to a list or website, from the Service and/or the For Eyes Web Site.


5. ADVERTISING ON THE SERVICE.
For Eyes may run advertisements and promotions within the Service. By completing the online registration and application, and by clicking the "I Accept" button, as applicable, you agree that For Eyes has the right, at its sole discretion, to run such advertisements and promotions. These advertisements and promotions may include, but shall not be limited to, banners, advertisements, and pop-up texts. For Eyes shall own all advertising inventory included in, or used in connection with the Service. For Eyes reserves the right to change, alter, modify, delete sections, or take any other action necessary in order to place advertisements in the Service. The manner, mode and extent of advertising by For Eyes throughout the Service are subject to change without notice. 

6. INTELLECTUAL PROPERTY.
The Service, the For Eyes Web Site, and all information contained therein, including without limitation the look and feel of the site and all design, text, images, trademarks, tradenames, logos, white papers, press releases and other information, and all software products advertised, presented, or discussed therein, is protected under United States and other copyright laws and is owned by For Eyes or used under license from the owner of the respective intellectual property rights. In addition, all right, title, and interest in all servers and server-based technology related to the Service, the For Eyes Web Site, and all information contained therein, including, without limitation, protocols, parameters, designs, specifications, and user identification algorithms, and technology underlying such algorithms are owned by For Eyes. The foregoing may not, except under written license, be copied, reproduced, transmitted, displayed, performed, distributed, rented, sublicensed, altered, stored for subsequent use or otherwise used in whole or in part in any manner without For Eyes' prior written consent, except to the extent that such use is expressly authorized under the United States copyright laws. For Eyes' trademarks, tradenames, logos, images, and, service marks used on this site are the property of For Eyes and may not be used without prior written permission from For Eyes and then only with proper acknowledgment.

7. DISCLAIMER OF WARRANTIES.
7.1 THE SERVICE IS PROVIDED TO YOU BY FOR EYES ON AN "AS IS", "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING OR TERM - EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE - INCLUDING BUT NOT LIMITED TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE SERVICE IS GIVEN OR ASSUMED BY FOR EYES; ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXPRESSLY EXCLUDED. FOR EYES MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. 

7.2 FOR EYES MAKES NO REPRESENTATIONS AS TO THE SUITABILITY OF THE INFORMATION AVAILABLE ON OR THROUGH THE SERVICE OR THE FOR EYES WEB SITE FOR ANY PURPOSE NOR ABOUT ITS LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS.

7.3 FOR EYES DOES NOT WARRANT OR GUARANTEE: 1) THAT ANY INFORMATION AVAILABLE ON OR THROUGH THE SERVICE OR THE FOR EYES WEB SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; 2) THAT THE FUNCTIONS OR SERVICES PERFORMED BY FOR EYES IN CONNECTION WITH THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED; OR 3) THAT THE SERVICE WILL ACHIEVE ANY PARTICULAR RESULT. IT IS THE SOLE RESPONSIBILITY OF THE USER TO ISOLATE SOFTWARE AND INFORMATION, EXECUTE ANTI-CONTAMINATION SOFTWARE, AND OTHERWISE TAKE STEPS TO ENSURE THAT SOFTWARE OR INFORMATION, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE USER'S INFORMATION OR SYSTEM.


8. LIMITATIONS OF LIABILITY.
8.1 IN NO EVENT SHALL FOR EYES BE LIABLE TO ANY PARTY FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, OR LOSS OF SAVINGS), OR ANY OTHER DAMAGES ARISING - IN ANY WAY, SHAPE OR FORM - OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO UTILIZE THE SERVICE, EVEN IF FOR EYES SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO YOU, BUT SHALL APPLY, IN ANY EVENT, TO THE MAXIMUM EXTENT POSSIBLE.

8.2 IN NO EVENT SHALL FOR EYES BE LIABLE TO ANYONE FOR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS WITH RESPECT TO THE SERVICE OR THE INFORMATION OR THE TRANSMISSION OR DELIVERY OF ALL OR ANY PART THEREOF, FOR ANY DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR FOR THE RESULTS OBTAINED FROM THE USE OF INFORMATION AVAILABLE ON OR THROUGH THE SERVICE.

8.3 FOR EYES SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, USEFULNESS OR AVAILABILITY OF ANY INFORMATION TRANSMITTED, UPLOADED, POSTED OR MADE AVAILABLE ON OR THROUGH THE SERVICE OR THE FOR EYES WEB SITE.

8.4 YOU EXPRESSLY AGREE TO INDEMNIFY AND HOLD FOR EYES, AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CORRESPONDENTS, CO-BRANDERS OR OTHER PARTNERS HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' AND EXPERTS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR INFORMATION, YOUR USE OF OR CONNECTION TO THE SERVICE OR THE FOR EYES WEB SITE, YOUR VIOLATION OF THE FOR EYES TERMS OF SERVICE, OR YOUR VIOLATION OF ANY RIGHTS OF ANY OTHER USER OR OTHER THIRD PARTY. 


9. GOVERNING LAW; DISPUTE RESOLUTION.
9.1 The For Eyes Terms of Service, including this Terms of Use, shall be deemed assented to by you in the State of New York. The For Eyes Terms of Service, including this Terms of Use, and the rights of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of laws principles. In addition, the For Eyes Terms of Service, including this Terms of Use, will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA), even if that law has been adopted in New York, and the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded. 


9.2 Any disagreement, dispute, controversy or claim arising out of or relating to the For Eyes Terms of Service, including this Terms of Use, or the interpretation hereof or any arrangements relating hereto or contemplated herein or the breach, termination or invalidity hereof shall be finally settled by arbitration. The arbitration shall be conducted in the State of New York., United States of America, and shall be conducted in accordance with the Commercial Rules of the American Arbitration Association. The arbitral tribunal shall consist of three arbitrators. One arbitrator shall be appointed by For Eyes, one arbitrator shall be appointed by you, and the third arbitrator shall be appointed by mutual consent of the two appointed arbitrators. The language used in the arbitration shall be the English language. Any decision or award of the arbitral tribunal shall be final and binding upon the parties. The arbitration award shall specify the factual and legal bases for such award. The parties shall require the arbitrators, in rendering the award, to determine the rights and obligations of the parties according to the substantive and, to the extent not inconsistent herewith, procedural laws of the State of New York. To the extent permitted by law, the parties waive any rights to appeal or to review of such award by any court or tribunal. A trial by jury on all matters subject to arbitration pursuant hereto is hereby expressly waived by the parties. The parties further agree that the arbitration award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof. In the event of any action or proceeding between the parties arising out of or relating to this Agreement, the prevailing party shall be entitled to recover and shall be awarded, in addition to any other relief awarded or granted, its costs and expenses (including reasonable attorneys' and expert witnesses' fees and expenses) incurred in any such action or proceeding and any appeal in connection therewith.


9.3 THE PARTIES ACKNOWLEDGE AND AGREE THAT, THEY ARE WAIVING ALL RIGHTS TO A TRIAL BY COURT OR JURY AS A MEANS OF RESOLVING ANY DISPUTES ARISING OUT OF OR RELATING TO THE SERVICE. THE PARTIES AGREE THAT NEITHER OF THEM SHALL HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION UNDER THIS PARAGRAPH AND THAT CLAIMS OF THIRD PARTIES SHALL NOT BE JOINED IN ANY ARBITRATION BETWEEN THE PARTIES.


10. CHILDREN UNDER 13.
The For Eyes Website and the Service is intended for the use of Users over the age of 18. Please note that the Service (including, without limitation, the underlying network, system, software, servers, various directories and listings, various message and news boards, tools, information and databases) is NOT INTENDED FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. If it comes to For Eyes' attention through reliable means that a User is a child under 13 years of age, For Eyes will cancel that User's account and will delete all information regarding such User from For Eyes' system and records.


11. MISCELLANEOUS.
11.1 For Eyes reserves the right in its the sole discretion to 1) make improvements, corrections, adaptations, conversions and/or any other change in the Service, or any part thereof, and/or to a revised or new Terms of Service; or 2) change, limit, terminate, remove or cease to provide at any time, temporarily or permanently, the Service or any part thereof, to all Users or any number thereof including without limitation, the use of or access to the Service, granted to you or to any other User, at any time, without notice, for any reason or no reason.

11.2 For Eyes may change from time to time, in its sole discretion, and without prior notice to you or any User, the For Eyes Terms of Service including these Terms of Use. You may review the current For Eyes Terms of Service, including the current Terms of Use, at any time by visiting the following url: [For Eyes TO PROVIDE URL]. Any changes to the For Eyes Terms of Service or these Terms of Use shall become effective ten (10) days after the "last updated" date at the beginning of the respective For Eyes Terms of Service or Terms of Use -- please review these documents periodically to familiarize yourself with the most current version.

11.3 In case of contradiction between any provision of the For Eyes Terms of Service and any provision of these Terms of Use, the provision of these Terms of Use shall prevail, unless the provision of the For Eyes Terms of Service reflects narrower responsibility on behalf of For Eyes than the relevant provision of the these Terms of Use. In case of contradiction between any provision of these Terms of Use and any provision of any document accessible through the Service or the For Eyes Web Site, the provision of these Terms of Use shall prevail, unless the provision of such other document(s) reflect narrower responsibility on behalf of For Eyes than the relevant provision of these Terms of Use.

11.4 Software from the Service or the For Eyes Web Site is further subject to United States export controls. No such software may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using such software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

11.5 These Terms of Use and the For Eyes Terms of Service contain the entire agreement between you and For Eyes regarding the use of the Service. If any provision of these Terms of Use or the For Eyes Terms of Service is held invalid, the remainder of these Terms of Use and the For Eyes Terms of Service shall continue in full force and effect.

11.6 Any reference made in this document to For Eyes shall be deemed to have been made to For Eyes, its subsidiaries, successors, assignees, affiliates as well as any company that controls For Eyes, directly or indirectly, and any other subsidiary of that controlling company.