Last Updated: Effective Date: June 19, 2025
ViewPoint Co-Management LLC (referred to as “ViewPoint”, “we”, “our”, or “us”) offers a proprietary referral and data management software for eyecare professionals (“ViewPoint Platform”). These Terms of Service (referred to as “Terms of Service” or “Agreement”) govern your access and use of the ViewPoint website located at https://www.vpcomanage.com and certain other sites that may be operated by ViewPoint (together the “Site”) and your use of the ViewPoint Platform.
These Terms of Service apply to (i) doctors who have entered into a Master Service Agreement (“MSA”) with Viewpoint (“Customers”), (ii) employees, agents, contractors, and other personnel that our Customers authorize to use the Service, and (iii) other eye care professionals who access the Viewpoint Platform to enter referrals and patient information (together, “Authorized Users”). “You” and “Your” refers to you the reader, and You and ViewPoint are each sometimes referred to herein as a “Party.”
If you have entered into a separate Master Service Agreement (“MSA”) or other subscription document with Viewpoint concerning specific services, the terms of such agreement control if there is any conflict between the terms of such agreement and these Terms.
Your use of the ViewPoint Platform and/or the Site constitutes your acceptance of these Terms of Service. ViewPoint reserves the right to change, modify, add to, or remove portions of these Terms of Service in its sole discretion. Any modification shall be effective immediately upon the uploading of a modified Terms of Service as reflected in the “Last Updated” date contained above. ViewPoint will use best efforts to provide commercially reasonable notice of any material change to these Terms of Service. Your continued use of the Site after modified Terms of Service have been posted constitute your acceptance. If the modified Terms of Service are not acceptable to you, your sole recourse is to discontinue your use of the Site.
By using and/or visiting the Site or the ViewPoint Platform, you represent that you have read, understand, and agree to all the terms and conditions of this Agreement, including our Privacy Policy (“Privacy Policy”) which is incorporated herein by reference. This Agreement and the Privacy Policy are subject to the provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the California Consumer Privacy Act, and other applicable privacy laws.
Some parts of the Site are not available to the general public, and the ViewPoint Platform is available only to eligible Customers or Authorized Users. We may impose and amend eligibility requirements and rules from time to time. You are responsible for your registration and all use of the ViewPoint Platform. Sharing passwords with any unauthorized person is not permitted.
You are not eligible to use any ViewPoint Platform if doing so would violate any applicable law or regulation. The ViewPoint Platform and Site are intended for use by persons located in the United States. You must be over the age of 18 to register an account on the Site or use the ViewPoint Platform. By registering an account, you represent that you meet this minimum age requirement.
If you are under 13 years of age, then please do not use the Site without the consent of your parent or guardian. Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources and your internet service provider.
Subject to the terms of this Agreement (and to any applicable MSA), we hereby grant you a limited, terminable, non-sublicensable, non-transferable, non-exclusive right to: (1) access and use the features of the Site that is intended for public display; and/or (2) access and use the ViewPoint Platform as a Customer or Authorized User. Any rights not explicitly granted in this Agreement are strictly withheld and reserved by us. Any access or attempt to access or use the ViewPoint Platform for any unauthorized or illegal purpose is strictly prohibited.
You agree that (i) you will not copy or distribute any part of the Site or ViewPoint Platform in any medium without our prior written authorization; (ii) you will not alter or modify any part of the ViewPoint Platform other than as is necessary to use the ViewPoint Platform for their intended purposes; and (iii) you will otherwise comply with this Agreement.
We shall have no obligation to support your use of the ViewPoint Platform in the event that: (i) you modify the ViewPoint Platform (or any component thereof) without our prior written consent; (ii) you experience any error caused in whole or in part by persons other than us (including without limitation, your failure to properly enter, transmit or receive data); or (iii) you experience any error caused in whole or in part by your use of the ViewPoint Platform in association with operating environments and platforms other than those that we support.
To the extent that the ViewPoint Platform incorporates any third-party products, then, in addition to the terms set forth herein, you must comply with any additional terms, restrictions or limitations applicable to such third-party products. We have the right to subcontract performance of hosting and other services, in which event the service levels provided by the applicable third-party providers will be incorporated herein by reference.
You shall procure, install and maintain all client-side connections necessary to access, and otherwise use the ViewPoint Platform, including, without limitation, hardware, mobile devices including tablets, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). We are not responsible for Equipment defects, lack of service, or other issues arising from third party services.
Customer and Authorized Users will maintain the security and confidentiality of, and be responsible for maintaining their Equipment, usernames and passwords (including but not limited to administrative user passwords), and shall notify Viewpoint immediately if any become lost or stolen. ViewPoint shall not be responsible for any unauthorized access to your account(s) because of circumstances described in this paragraph, or because of the failure of any Equipment.
You are solely responsible for obtaining and maintaining internet access to use the Site and ViewPoint Platform and for providing all equipment necessary to obtain and maintain such internet access. ViewPoint does not and cannot control the flow of data to or from ViewPoint’s network, designated hosting facility and/or other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Your connections to the internet (or portions thereof). ViewPoint agrees to use commercially reasonable efforts to take any actions it deems appropriate to remedy and avoid such events. However, ViewPoint cannot guarantee that such events will not occur. Accordingly, ViewPoint disclaims any and all liability resulting from or related to such events.
In connection with your use of the Site or the ViewPoint Platform, you agree that you will not violate any law or regulation which may be applicable to you or to the data you request, provide, or receive.
You agree that you will not distribute, upload, make available or otherwise publish through the ViewPoint Platform any Submissions (defined below) that: (i) are unlawful or encourage or induce another to engage in anything unlawful; (ii) contain a virus or any other similar malicious software that may damage the operation of our or another’s computers; (iii) infringe upon any copyright, patent, trademark, trade secret, right of privacy, right of publicity or other right of any person or entity; (iv) are false, inaccurate, fraudulent or misleading; or (v) are libelous, defamatory, obscene, inappropriate, abusing, harassing, threatening or bullying.
You agree that you will not: (i) modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the ViewPoint Platform or Site; (ii) interfere with or disrupt the operation of the Site or the ViewPoint Platform, including restricting or inhibiting any other person from using the same by means of hacking or defacing; (iii) transmit to or make available in connection with any ViewPoint Services any denial-of-service attack, virus, worm, Trojan horse or other harmful code or activity; (iv) attempt to probe, scan or test the vulnerability of the ViewPoint Platform or Site, or breach our security or authentication measures; (v) take any action that imposes an unreasonable or disproportionately large load on our infrastructure, as determined in our sole discretion; (vi) harvest or collect the email addresses or other personal data of other users of the ViewPoint Platform without written permission from ViewPoint; (vii) submit or post false, incomplete, or misleading information, or otherwise provide such information to us; or (viii) impersonate any other person, entity, business, or governmental entity.
You will not engage in text or data mining, or web scraping. This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us. You shall not conduct, facilitate, authorize or permit any text or data mining or web scraping in relation to our Site or the ViewPoint Platform. This includes using (or permitting, authorizing or attempting the use of): (i) any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Site or any data, content, information or services accessed via the same; (ii) any automated analytical technique aimed at analyzing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations; and (iii) the provisions in this clause should be treated as an express reservation of our rights in this regard.
You agree that you are not licensed or permitted to access any portion of the Site that we have not made public or the ViewPoint Platform that is not accessible to users (whether registered or not), and you may not attempt to override any security measures we have in place.
Notwithstanding the foregoing rules of conduct, our unlimited right to terminate your access to the ViewPoint Platform shall not be limited to violations of this Restrictions section.
Any registration information, patient information, referral data, requests for information or data, or any other information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, graphics, text, information, links, profiles, personal information, name, likeness, audio, photos, software, video, comments, messages, or similar materials you provide to ViewPoint as part of your use of the ViewPoint Platform (“Submissions”) are made voluntarily. We will not claim ownership of your Submissions. In order for us to provide the ViewPoint Platform to you, however, we require your permission to transmit, process, display, reproduce and otherwise use Submissions you make available to us. If you make any Submissions available through the ViewPoint Platform, you hereby grant to us a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, transmit, translate and create derivative works from any such Submissions for purposes of providing, using, and improving the ViewPoint Platform.
Notwithstanding the foregoing grant, as further identified in the Privacy Policy, Personal Data that you upload or make available for the purpose of using the ViewPoint Platform will only be used by us as stated in the Privacy Policy.
By submitting any Submissions to us, you hereby agree, warrant and represent that: (a) your provision of the Submissions does not violate any third party’s rights (including without limitation, any target of any investigation); (b) all such Submissions are accurate and true; and (c) you are not entitled to compensation or attribution from us. Submissions that constitute falsifying entries or concealment of material regarding patients or the provision of care to patients, or pertinent omissions may constitute fraud and may be prosecuted under applicable federal and/or state laws.
We reserve the right to take commercially reasonable automated steps to screen Submissions (defined below) for malicious code, and edit, block, or remove Submissions. However, we are not required and do not undertake to screen or monitor any or all Submissions to the ViewPoint Platform. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY SUCH SUBMISSIONS, AND YOUR RELIANCE ON ANY INFORMATION CONTAINED THEREIN IS AT YOUR OWN RISK.
You understand that by sharing information with us or with others via the ViewPoint Platform, and by requesting information to be sent through the ViewPoint Platform, you may be revealing information about yourself, your business, or your patients, all of which you may include in or that may be generated by the ViewPoint Platform in connection with your Submission. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials, and you agree that we are not responsible or liable in any way in connection with such sharing.
When you make a Submission or receive information via the ViewPoint Platform, you represent, covenant, and warrant that: (i) you have all rights, consents and approvals necessary to provide ViewPoint with the data (including patient data and medical information) or receive such data (ii) you are not infringing on the rights of any third-parties through the submission of or access to such data, (iii) you are in compliance with applicable law and regulations (including, without limitation, HIPAA), and (iv) you have provided all required and appropriate warnings, information, and disclosures under HIPAA and any other applicable law or regulation.
For your convenience, the ViewPoint Platform may contain links to the websites of third parties from which you may be able to obtain information or use services. Except as otherwise noted, such third-party websites, and such information and services are provided by organizations that are independent of us. We do not make any representations or warranties concerning such websites. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, we cannot censor or edit the content of any third-party site. Therefore, we make no representation as to the accuracy or any other aspect of the information contained in or on such websites, sources or servers. Any linking to or from any such off-site pages or other websites by you is at your own risk. By using the ViewPoint Platform and the Site, you expressly relieve us from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the ViewPoint Platform, and to read the agreements and privacy policy of each other website that you visit.
UNLESS OTHERWISE STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VIEWPOINT DOES NOT REPRESENT OR WARRANT THAT THE SITE (I) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE. EXCEPT WHERE PROHIBITED BY LAW, VIEWPOINT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS OTHERWISE PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS OR BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE VIEWPOINT PLATFORM OR THE SITE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WE SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE VIEWPOINT PLATFORM, EVEN IF WE AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, in the event that a court shall find that any of the above disclaimers are not enforceable, then you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, or directors shall be liable for (i) any damages in excess of the greater of the amounts you have paid to us during the most recent twelve (12) month period or $100.00, or (ii) any indirect, incidental, punitive, special, exemplary or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the ViewPoint platform or the site. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
SOME JURISDICTIONS MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.
(a) The term “Confidential Information” means the ViewPoint Platform, materials provided through the ViewPoint Platform, including customer data, source code, object code, training data, language model prompts, models, algorithms, and systems, our pricing, our customers, and all other information we disclose to you that is designated as confidential or that by its nature would reasonably be expected to be kept confidential.
(b) Notwithstanding the previous paragraph, our Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of yours; (ii) was in your lawful possession prior to the disclosure and had not been obtained by you either directly or indirectly from us; (iii) is lawfully disclosed to you by a third party not bound by a duty of non-disclosure; or (iv) is independently developed by you without access to or use of our Confidential Information.
(c) You agree to hold all Confidential Information in confidence. You agree not to make the Confidential Information available in any form to any third party or to use the Confidential Information for any purpose other than performing your obligations or enjoying your rights under this Agreement. You agree to use the same degree of care in protecting the Confidential Information that you use to protect confidential information of your own of a similar nature and value, but in no event less than a reasonable standard of care to ensure that Confidential Information is not disclosed or distributed by your employees or agents in violation of the provisions of this Agreement. You represent that you have, with each of your employees who may have access to any Confidential Information, an appropriate agreement sufficient to enable you to comply with all of the confidentiality terms hereof.
(d) Notwithstanding the foregoing, you may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that you provide us with prior written notice of such disclosure and reasonable assistance in obtaining an order protecting the Confidential Information from public disclosure.
(e) After termination or expiration of your account, you shall return any Confidential Information in your possession or control to us.
You shall indemnify, defend, and hold harmless ViewPoint and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, attorneys, and each of their respective successors and assigns from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with your breach of these Terms of Service. The indemnity obligations in this paragraph may be preempted by applicable law.
Personal Information collected in connection with your use of the Site shall be processed in accordance with the disclosures set forth in the ViewPoint’s Privacy Policy. You represent and warrant that you shall, in relation to any personal information shared with ViewPoint, provide all notices, obtain all consents, and take all other steps required by applicable laws, including HIPAA, in relation to the collection, processing, sharing with, and submission to ViewPoint, and ViewPoint’s use of the personal information.
We consider any suggestions, ideas, proposals, content or other material or information submitted by you, whether solicited or unsolicited, (collectively, the “Feedback”) to be non-confidential and non-proprietary. We shall not be liable for the disclosure, use or exploitation of such Feedback. You hereby grant to ViewPoint a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable right and license to incorporate, use, publish and exploit the Feedback for any purpose whatsoever, commercial or otherwise, without compensation or accounting.
ViewPoint has and shall retain all right, title and interest in and to the Site and ViewPoint Platform, and all content made available through the Site and ViewPoint Platform, including, but not limited to, all logos, trademarks, design, text, graphics, images, audio, visual or audiovisual combinations, page headers, buttons, scripts, code, software and other files, and the selection arrangement and organization thereof (collectively “ViewPoint Intellectual Property”). Except for the limited rights granted herein or in the MSA, nothing in these Terms of Service or your use of the Site or Viewpoint Platform grants you a right or license to use any of ViewPoint Intellectual Property.
Our graphics, logos, names, designs, page headers, button icons, scripts and service names are our trademarks, trade names and/or trade dress. The “look and feel” of the ViewPoint Platform and Site (including color combinations, button shapes, layout, design and all other graphical elements) are protected by international copyright and trademark laws. All product names, services names, trademarks and service marks within the ViewPoint Platform (“Marks”) are either our property or the property of their respective owners, as indicated. You may not use the Marks for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that (i) the software used to provide the ViewPoint Platform, and all enhancements, updates, upgrades, corrections and modifications to such software (the “Software”), (ii) all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Software (or any enhancements, corrections or modifications) and (iii) all documentation therefor, are the sole and exclusive property of us and/or our licensors. This Agreement does not convey title or ownership to you but instead gives you only the limited use rights set forth herein. To the extent that you gain access to or receive any copies of the Software, you agree that you will delete such copies of the Software upon any termination of this Agreement, termination of your use of the ViewPoint Platform, or at our request.
You acknowledge our proprietary rights in the ViewPoint Platform and associated documentation and materials and shall protect the proprietary nature thereof. If you suggest any new features, functionality or performance for the ViewPoint Platform that we subsequently incorporate into the ViewPoint Platform (or any other software or service), you hereby acknowledge that (i) we shall own, and have all rights to use such suggestions and the ViewPoint Platform incorporating such new features, functionality or performance; and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon us. You shall not sell, lease, or otherwise transfer or distribute the ViewPoint Platform or associated documentation, in whole or in part, without prior authorization in writing from us. In the event of any breach of this paragraph, you agree that we will suffer irreparable harm and shall therefore be entitled to obtain injunctive relief against you.
The laws of the State of California shall govern this Agreement. Any legal proceeding or arbitration shall be held in Los Angeles, California (the “Dispute Resolution Location”). To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the ViewPoint Platform, the Site, or us, may only be brought by you in a state or federal court located in the Dispute Resolution Location. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN THE DISPUTE RESOLUTION LOCATION.
You agree that any claim or dispute arising out of or relating in any way to your use of the Site will be resolved solely and exclusively by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this Agreement. YOU UNDERSTAND AND AGREE TO SUBMIT TO ARBITRATION PROCEEDINGS TO SETTLE ANY DISPUTES HEREUNDER, THAT SUCH ARBITRATION WILL BE IN LIEU OF LITIGATION, AND EACH PARTY HEREBY WAIVES THE RIGHT TO SUE IN COURT IN FAVOR OF THE ARBITRATION PROCEEDING EXCEPT AS PERMITTED UNDER THIS AGREEMENT.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, may award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our address specified in the General section, below. You consent to our delivery to you of any communications or notices we send to any email address you have registered with us or, at our discretion, to whatever mailing address we have been provided by you.
Arbitration under this Agreement will be conducted by the JAMS Resolution Center (“JAMS”) under its rules then in effect. Payment of all filing, administration and arbitrator fees will be governed by the JAM’s rules.
You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we both agree that we have each waived any right to a jury trial.
Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
Any dispute or alleged claim you may have with respect to your access or use of the ViewPoint Platform or the Site must be commenced within one (1) year after the occurrence of the events leading to the dispute or alleged claim.
Nothing in the foregoing shall exclude or restrict rights you have under local law that cannot be excluded or restricted. If you are a consumer, you may be entitled under law to bring claims against ViewPoint in the courts and pursuant to the governing law of your residence.
If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing Party will be entitled to reasonable fees of attorneys and related costs and expenses in addition to any other relief to which such prevailing Party may be entitled. Notwithstanding the foregoing, in any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration.
(a) Relationship Between The Parties. This Agreement shall not be construed as creating any agency, partnership, joint venture, or other similar legal relationship between the Parties; nor will either Party hold itself out as an agent, partner, or joint venture party of the other Party.
(b) Other Agreements. If the terms of this Agreement conflict with the terms of an MSA or any similar agreement which has been duly executed by us and which governs the relationship between us and you, the terms of such specific agreement shall prevail to the extent of such conflict.
(c) Compliance With Law. Each Party shall comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement.
(d) Waiver. No waiver shall be implied from conduct or failure to enforce rights. No waiver shall be effective unless in a writing signed by both Parties.
(e) Severability. If any provision of this Agreement is held to be invalid, void or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remaining provisions of this Agreement shall remain in full force and effect.
(f) Assignment. Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent, not to be unreasonably withheld; except, however, either Party may assign this Agreement in its entirety, without the other Party’s consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the restrictions in this Section, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns. Any other attempt to transfer or assign is void. If a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of a direct competitor of the other Party, then the other Party may terminate this Agreement upon written notice.
(g) Force Majeure. We shall not be in default or otherwise liable for any delay in or failure of our performance under this Agreement where such delay or failure arises by reason of any Act of God, or any government or any governmental body, war, insurrection, acts of terrorism, the elements, strikes or labor disputes, or other similar or dissimilar causes beyond our control. You acknowledge that the performance of certain of our obligations may require the cooperation of third parties designated by you and outside our control. In the event such third parties fail to cooperate with us in a manner that reasonably permits us to perform our obligations, such failures shall be considered as causes beyond our reasonable control for the purposes of this paragraph, and shall not be the basis for a determination that we are in breach of any of our obligations under this Agreement or are otherwise liable.
(h) Survival. Any provision of this Agreement that may reasonably be interpreted as being intended by the Parties to survive termination or expiration of the Agreement, shall survive any such termination or expiration.
(i) Notices and Contact. All legal notices given by you or required under this Agreement shall be in writing and addressed to: ViewPoint Co-Management LLC, 138 E. 12300 S #948, Draper, UT 84020, Attn: Legal Department, and by email to support@vpcomanage.com.
If you are a California resident, in accordance with California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Affairs of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.