VisionPath Service Agreement

1. Who this agreement is between

This agreement is between VisionPath LLC, a Georgia limited liability company ("VisionPath", "we", "us"), and the business that creates or uses a VisionPath account ("the Store", "you"). The person who accepts it confirms they are authorised to bind that business.

It covers the VisionPath software, the patient portal and booking pages it provides, setup and data migration, and support (together, "the Service").

2. The Service

VisionPath is practice management software for optical stores: patients and prescriptions, sales and insurance, lab orders, inventory, appointments, exams, reports, a patient portal, and optional features that use artificial intelligence (work-order scanning, the assistant and the exam scribe).

We may improve, change or retire features over time. We will not remove a core feature you rely on without at least 30 days' notice.

3. Fees

The Service costs $399 per location per month, and $349 per month for each location after the first, billed monthly in advance. A one-time setup fee of $1,500 covers migrating your existing data, loading your catalogue, matching your paperwork and training your staff. Amounts are in Canadian dollars for stores in Canada and US dollars for stores in the United States, and exclude applicable taxes.

Text messages and other pass-through costs are billed at what they cost us, as described on your invoice. We will give at least 60 days' notice of any price change.

If an invoice is more than 30 days overdue, we may suspend access after giving you written notice and 10 days to pay. Suspension never deletes your data.

4. Term and ending the agreement

The agreement runs month to month from the day your account is created. Either side can end it with 30 days' written notice. The setup fee is not refundable once setup work has started.

Either side may end it immediately if the other seriously breaches it and does not fix the breach within 30 days of written notice.

5. Your data

You own your data, including all patient records. We use it only to provide the Service to you, to keep it secure, and as the law requires. We do not sell it, and we do not use your patients' information to market to them or to train artificial intelligence models.

You can export your data at any time. When the agreement ends, we will provide a complete export on request for 60 days, then delete your data from the live system; copies in backups are overwritten on their normal cycle within a further 90 days.

6. Patient privacy

You remain responsible for your patients' personal health information: in Ontario you are the health information custodian, and in the United States the covered entity. VisionPath handles that information only on your behalf and on your instructions, as your agent or service provider, and keeps it confidential.

We limit access to people who need it to run and support the Service, keep a log of who views and changes patient records, encrypt information in transit, and store Canadian stores' patient records in Canada. Some features process information outside Canada through the service providers listed in section 7; you are responsible for telling your patients this in your own privacy notice where the law requires.

For stores in the United States, the parties will sign VisionPath's Business Associate Agreement before any protected health information is entered, and it forms part of this agreement.

7. Service providers we use

We use these providers to run the Service, each bound by its own data protection terms: Supabase (database and file storage, Canada); Fly.io (application hosting, Canada); Postmark (email, United States); Twilio (text messages, United States); Anthropic (the artificial intelligence features, United States); and, for United States stores that turn it on, Stedi (insurance eligibility checks, United States).

We will tell you at least 30 days before adding a provider that handles patient information, so you can object or end the agreement.

8. Security incidents

If we become aware of unauthorised access to your patients' information, we will tell you without undue delay and no later than 72 hours after confirming it, explain what we know, and help you meet your own duties to notify patients and regulators.

9. Professional judgment and the AI features

VisionPath assists licensed professionals; it does not replace them. Your staff are responsible for checking every prescription, lab order, sale, insurance amount, message and record before relying on it or sending it.

The AI features can make mistakes. Scanned work orders, assistant actions, exam drafts, suggested billing codes and letters are proposals for a person to review. Nothing a draft contains is part of a patient's record until your staff accept it, and exams are the signing doctor's responsibility.

10. Your responsibilities

You decide who in your business gets a login and what they can do, remove access when someone leaves, keep your own devices and email accounts secure, and tell us promptly if you suspect a login has been misused.

You are responsible for having the consent your local law requires before sending patients marketing messages through the Service, and for using the Service lawfully.

11. Support and availability

We provide support by email at info@visionpath.app and by phone during business hours, and we make reasonable efforts to keep the Service available and to fix problems promptly. We do not promise that the Service will be uninterrupted or error-free, and we schedule maintenance outside store hours where we can.

12. What we do not promise

Except as this agreement says, the Service is provided as is, and we make no other promises, including any implied promise that it is fit for a particular purpose.

13. Limit on liability

Neither side is liable to the other for indirect or consequential losses, including lost profits, lost revenue, lost patients or business interruption.

Each side's total liability under this agreement is limited to the fees the Store paid VisionPath in the 12 months before the event that gave rise to the claim.

These limits do not apply to your obligation to pay fees, to either side's liability for fraud, or where the law does not allow liability to be limited.

14. Claims from others

You will cover VisionPath against claims by third parties, including patients, that arise from your clinical or professional decisions, your staff's use of the Service, or information you enter into it.

We will cover you against claims that the VisionPath software itself infringes someone else's intellectual property.

15. Confidentiality

Each side keeps the other's non-public business information confidential and uses it only for this agreement. This survives the end of the agreement.

16. Changes to this agreement

We may update this agreement. We will give at least 30 days' notice of changes, and the Store's owner will be asked to accept the new version when they next sign in. If you do not agree, you may end the agreement before the change takes effect.

17. Disputes and governing law

If a dispute arises, both sides will first try in good faith to resolve it by talking, then by mediation, before starting any court case or arbitration.

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, for stores in Canada, and by the laws of the State of Georgia, for stores in the United States.

18. General

This agreement, together with any Business Associate Agreement and any signed order form, is the whole agreement between us about the Service. If a part of it is unenforceable, the rest still applies. Neither side may transfer it without the other's consent, except as part of a sale of the business. Notices are given by email to the addresses on the account and to info@visionpath.app.