OPAL TERMS OF SERVICE

FOR PROVIDERS

Last Updated: 04/06/2025

Welcome to Opal, the ecommerce platform for your Patients’ contact lens and other vision care product needs (“Opal”, the “Website” or the “Service(s)”). Bausch & Lomb Americas Inc. and its affiliates (collectively, "Bausch + Lomb," "we," "us," and "our") is proud to make this Service available to eye care professionals (“Providers”) to give them an easy way to facilitate placing orders for Bausch + Lomb vision care products for their Patients.

These terms apply to a Provider’s use of our Services, Content, and the Website. If you are not a Provider and just vising our Website, the Terms of Use apply to your visit and use of our Website and can be found here. If you are a Patient and have or wish to create a Patient account with us, your use of our Services, Content, and the Website is controlled by the Patient Terms of Service, which can be found here.

BY SIGNING UP FOR A PROVIDER ACCOUNT WITH US, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE, WHICH INCORPORATE BY REFERENCE OUR LEGAL NOTICE, OPAL PRIVACY POLICY, BAUSCH + LOMB’S PRIVACY POLICY AND OUR CONSUMER HEALTH DATA PRIVACY POLICY, (COLLECTIVELY, “AGREEMENT”), AND WHICH FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BAUSCH + LOMB.

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION THAT MAY AFFECT YOUR LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, REQUIRING INDIVIDUAL BINDING ARBITRATION OF ANY POTENTIAL LEGAL DISPUTES BETWEEN YOU AND BAUSCH + LOMB, AND WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE DO NOT SIGN UP FOR A PROVIDER ACCOUNT WITH US.

1. Parties and Agreement: Bausch & Lomb Americas Inc. is a Delaware corporation, with U.S. headquarters located at 400 Somerset Corporate Blvd., Bridgewater, NJ 08807. Provider is a duly licensed eye care health provider who meets the criteria required to sign up for an Opal Provider Account and has created such account. By signing up for and creating a Opal Provider Account, Provider has acknowledged and represents that Provider is eligible to do so and agrees to enter into this Agreement. Both Bausch + Lomb and Provider may be referred to individually as a “Party” and collectively as the “Parties”. Bausch + Lomb reserves the right, acting in its sole discretion, to accept, reject, or cancel any registration(s) for a Provider Account and/or a Provider’s use of the Services.

2. Definitions

a. “Applicable Laws” means all applicable laws, rules, and regulations, that apply to this Agreement and the Provider’s care to the Patient, including but not limited to, HIPAA, and 16 C.F.R. Part 315 “the Contact Lens Rule.”

b. “Auto-Delivery” means the program that Patients can sign up for to automatically renew and ship the item(s) of their choice.

c. “Business Day” means Monday through Friday not including standard Federal Holidays in the United States.

d. “Cyber Incident” means the compromise of a computer system, email tenant, virtual storage, servers, network, or the end points or devices connected to the network, and/or the unauthorized or wrongful access, exfiltration, modification, deletion, theft, or sharing, of data.

e. “Customer” means a natural person who has set up an account with us on the Website.

f. “HIPAA” means collectively the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), at Pub. L. No. 111-5, and the implementing Privacy, Security, Breach Notification, and Enforcement Rules codified at 45 C.F.R. Parts 160 and 164.

g. “Dispute” means an instruction that a Patient initiates to reverse or invalidate a processed Transaction from a Provider’s Connected Account (including “chargebacks” and “disputes” as those terms may be used by the payment industry).

h. “Patient” means a natural person who has come to the Provider for eye care services and received a prescription for contact lenses from the Provider.

i. “Payment Services” means the Stripe account provided to Provider via the terms of Section 5 of this Agreement.

j. “Payment Method” means a payment method that Stripe accepts as part of its services (e.g., a Visa credit card, Klarna).

k. “Protected Health Information” or “PHI” has the same meaning as that term is defined under HIPAA.

l. “Provider(s)”, “you” or “your” means the eye care provider that has signed up for an Opal Provider Account and is identified as the account owner.

m. “Provider Account” means the applicable account that Provider has created and maintains in order to use the Opal Platform.

n. “Refund” means an instruction Provider initiates to provide a full or partial return of funds to a Patient for a processed Transaction.

o. “Restricted Business” means any category of business or business practice for which the Payment Service cannot be used, as identified on the Stripe Restricted Business List (https://stripe.com/legal/restricted-businesses) and as applicable based on the jurisdiction of Provider’s Connected Account.

p. “Reversal” means the reversal of the settlement of funds from a Transaction.

q. “Transaction” means a Payment Method transaction request initiated via the Stripe Technology through which Stripe is directed to capture funds for or from a Patient’s associated account with respect to a payment from a Patient to Provider via Provider’s Connected Account, and includes the authorization, settlement and if applicable, Disputes, Refunds and Reversals with respect to that Payment Method transaction request.

r. “Website” means the Opal platform.

3. Provider Accounts

a. Registration: When you register for a Provider Account with us, in addition to the Agreement terms as noted above, you are also consenting to our collection and processing of the information that you provide to us, which will only be used, shared, and processed as outlined in our Privacy Policy. You warrant that all information provided by you in connection with registration is true, accurate, complete, and up-to-date, and you acknowledge that that your use of the Website and Services will be impacted by the provision of inaccurate information. You also agree to make any changes necessary to your Provider Account as needed to ensure that such information remains true, accurate, complete, and up-to-date at all times. You agree that, as part of the Services, Bausch + Lomb may send an email and other communication marked as on your behalf or on behalf of your practice for the sole purpose of introducing your patients to the Service and alerting them to the fact that you have entered an order for their prescription contact lenses or other eye care products into the Website for order processing if they so choose.

b. Provider Account Eligibility: Provider Accounts are only available to those Providers that:

1. Have a valid medical license and remain in good standing with any and all applicable ophthalmology boards or all applicable optometry boards, or any other state licensing examination that is necessary to enable the Provider to provide their services as required;

2. Have valid and active insurance that complies with the requirements of Section 9; and

3. Operate a duly licensed and registered business/legal entity, which at all times during the Term of this Agreement remains legally able to conduct business in the area of eye health care in the State(s) in which they operate.

c. Provider Verification: Providers must be verified by MedPro Systems, another form of state-recognized health care provider verification, or verified directly through Bausch + Lomb in order to create and maintain a Provider Account. Provider agrees to submit any and all information needed, and to timely respond to requests for additional information as applicable, in order to complete and secure the verification. Provider also agrees to report any changes to their medical licensing, board certification, or any other information that would affect their ability to practice medicine or the maintenance of the verification, to Bausch + Lomb as soon as possible, but in no event later than 30 days, after they learn about such change(s). In accordance with Section 7, if at any time Provider is no longer able to maintain this verification, or loses the ability to practice medicine or see and treat Patients, then this Agreement will terminate immediately.

d. HIPAA Compliance/Business Associate Agreement: Provider must review and sign the Opal Business Associate Agreement in order to use and place patient orders through Opal. Provider agrees to timely respond to and comply with any other regulatory requirements as needed and mandated by HIPAA during the Term of this Agreement.

e. Compliance with Applicable Laws: When ordering or reordering contact lenses for your Patients through the Opal platform, a prescription is required. You agree to provide accurate and complete information about the Patient’s prescription as prescribed by you or your practice and/or to confirm or re-confirm the accuracy of a Patient’s prescription as needed. For orders placed by Provider, you are responsible for ensuring that your patient’s prescription is up-to-date and valid and will arrange for the provision of an updated prescription if the one presented by you or the Patient has expired (based on the expiration date of the prescription under Applicable Laws). You also agree to comply with all Applicable Laws, and we reserve the right, based on our sole discretion, to refuse any order that we believe may violate any Applicable Laws.

f. Security of Provider Account: Bausch + Lomb takes security seriously and utilizes commercially available cybersecurity controls and tools to secure and protect the provision of the Services, the Website, Patient and Provider accounts. We ask that our Providers also practice good cybersecurity hygiene. YOU ARE RESPONSIBLE FOR ALL USE OF THE SITE AND SERVICES MADE USING YOUR USERNAME AND PASSWORD, REGARDLESS OF THE IDENTITY OF THE PERSON MAKING SUCH USE. BAUSCH + LOMB AND ITS LICENSORS AND SUPPLIERS WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY UNAUTHORIZED USE OF THE USERNAME OR PASSWORD RELATED TO A PROVIDER ACCOUNT, OR ANY UNAUTHORIZED USE OF THE SERVICES.

1. If you become aware of a problem with your Provider Account, the compromise of your password, or any other breach of security related to the account, the Website or the Services, you agree to immediately notify Bausch + Lomb via email at Cybersecurity@basuch.com. If there are concerns regarding the security of a Provider Account, a Patient account, the Website, or the Services, Bausch + Lomb reserves the right, in its sole discretion, to immediately suspend access to Opal to the same, with or without notice.

g. Restrictions. Except as otherwise expressly permitted under this Agreement, you may not do any of the following, nor may you authorize any third party to do any of the following with respect to the Provider Account, Content, Website, or the Services, including without limitation any of its related technology and databases: (a) access, share, or use any portion of the Content, Website, or Services, without Bausch + Lomb’s prior written approval (and, in particular, but without limiting the foregoing, not to use or access any portion for marketing, advertising, or for commercial or business purposes, except as expressly permitted in Section 6 of this Agreement); (b) modify or create any derivative works from the Content, Website, or Services; (c) decompile, disassemble, reverse engineer, or otherwise attempt to derive or decipher the related source code used to provide the Services; (d) redistribute, encumber, sell, rent, lease, use for service bureau purposes, sublicense, or otherwise transfer any related rights; (e) use, launch or permit to be used any automated system on or with the Website or the Services, including without limitation “bots,” “robots,” “crawlers,” or “spiders”; (f) remove or alter any related trademark, logo, copyright or other proprietary notices, legends, symbols or labels; (g) enter or post any unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent, or otherwise objectionable or inappropriate material, to or via your Provider Account, onto the Website, or via your use of the Services; (h) impersonate any person or organization, including without limitation, the personnel of Bausch + Lomb, or misrepresent an affiliation with another person or organization; and (i) post, upload, or send, any viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the Website, the Services, the Content or the operation of Bausch + Lomb.

1. Additionally, you may not use or access the Services or Website outside the United States. You may not reproduce or copy any portion of the Services other than to access the Website and use or advertise the Services in accordance with this Agreement. You do not have the right to physically possess any software that operates the Website or supports the Services. You understand that Bausch + Lomb cannot and will not undertake to approve or endorse any material uploaded, posted, or published by you or by other users of the Services. Notwithstanding that, Bausch + Lomb is under no obligation to read, approve, or endorse material uploaded, posted, or published by any Provider in connection with the use of the Services or the Website.

h. Suspension of Account: In the event that you violate this Agreement, including the restrictions in Section 4d; and/or Bausch + Lomb is notified by a third party that information or content posted or placed on the Website or transmitted via the Services by you violates an applicable law or regulation, or violates, infringes, or misappropriates any third party right or interest, or otherwise unlawfully harms or damages an individual or entity; then Bausch + Lomb may suspend your Provider Account or access to the same, and/or your use of the Website and/or Services. In addition to the Termination provisions in Section 7, Bausch + Lomb may, with or without notice, suspend all services to you and delete your Provider Account if required to by any court or regulatory agency to do so.

4. Access to and Use of the Services: Subject to the terms of this Agreement, and only for as long as the Provider Account remains in good and active standing, Bausch + Lomb grants Provider a royalty-free, non-exclusive, and nontransferable, right and license to access the Website and use the Opal platform to place and confirm orders for prescription contact lenses and other eye care products offered for sale by Bausch + Lomb for your Patients. Subject to the restrictions in Section 6, Provider is also permitted to advertise that they maintain a Provider Account on the Opal platform and can use related Opal advertising materials as applicable.

a. Services Generally: The “Services” include: (i) the provision of ecommerce services to Provider’s Patients, including but not limited to the ability to order prescription contact lenses and other vision care products via the Opal Platform and have such orders shipped directly to Patients or to Provider for Patients; (ii) the provision of any and all information and content made available on the Website, including white papers, articles, posts, and any other materials provided on the Website; and (iii) the provision of customer services to Patients and Providers as needed to manage and respond to issues related to accounts and orders via the Opal platform.

b. Payment Services: Bausch + Lomb offers payment services to Patients and for the convenience of our Providers, via third-party provider Stripe. Provider may add Payment Services to their Provider Account only if they meet the necessary requirements and fully comply with Section 5 of this Agreement.

c. Specific Services Not Included: The Services do not include the provision of medical advice, legal advice, or professional consulting of any kind. As part of the Services, we rely on Providers to review and approve all prescription information directly, and we cannot verify or confirm the accuracy of any prescription or medical advice given by a Provider to a Patient related to the Services. The Services do not include related tax advice, or any services related to the need for a Provider to report and file tax returns or other legal documents related to their use of the Opal Platform. The Services are not meant to be and should not be used as a substitute for consultation with professional tax, accounting, legal, or other competent advisors. Before making any decision or taking any action WITH REGARDS TO YOUR USE OF OPAL, you should consult a professional advisor AS NEEDED.

d. Restrictions and Limitations of the Services: Our Services are meant to make it easier for Patients to buy prescription contact lens and other vision care products, and to also make it easier for our Providers to provide these services directly to their Patients. Bausch + Lomb cannot guarantee the availability, timeliness, and/or accuracy of the Website, Services, or any Content. Further, it cannot guarantee the accuracy of the Services or Content, or that they will be sufficient for any given Patient or Provider.

5. Payment Services

a. Enrollment: Before Payment Services can be enabled, Provider must first agree to and sign the Stripe Connected Account Agreement as directed and then be approved by Stripe to use a Connected Account. Once the agreement has been signed and Stripe has approved Provider for a Connected Account, then Provider will be provided with their own Connected Account via the Stripe Platform, which will be configured via the Stripe-hosted onboarding.

b. Compliance with the Stripe Connected Account Agreement: Provider must comply with the Connected Account Agreement at all times that the Payment Services is enabled and active via Providers Account. If Provider is in breach or violation of the Connected Account Agreement, then Payment Services will be disabled on Provider’s Account, and not restored until Provider can establish that it is in compliance with the Connected Account Agreement.

c. Payment Services Fees and Costs: Provider shall be charged a two percent (2%) processing fee on each Transaction that is processed by the Stripe Platform.

d. Suspension of Payment Services: Bausch + Lomb may suspend Provider’s access to Payment Services at any time and without notice if, in Bausch + Lomb’s sole discretion: (i) Bausch + Lomb believes that Provider is in violation of the Connected Account Agreement, (ii) Bausch + Lomb believes that Provider is using the Payment Services or Provider Account for an illegal purpose; (iii) Bausch + Lomb is concerned about the cybersecurity of the Payment Services or Provider Account; and/or (iv) Bausch + Lomb is notified by Stripe that Provider’s Customer Account must be suspended for any reason.

e. Liability for Payment Services: Provider is responsible and liable to Bausch + Lomb, and will defend, indemnify and hold Bausch + Lomb harmless for, any and all activity on the Payment Services enabled on its Provider Account, whether initiated by Provider or not, including all Transactions, Disputes, Refunds, Reversals, associated fines and any use of the Payment Services in a manner prohibited under this Agreement or the Stripe Connected Account Agreement.

f. Tax Filings: Provider has sole responsibility and liability for filing, all required tax information returns and reports, including IRS Form 1099, IRS Form 1042-S, and any other similar form (each, a “Tax Information Report”) that Provider or, their Connected Account, is required by Law to file with a taxing authority as a result of Services Stripe provides to Provider under this Agreement and/or the Connected Account Agreement. This provision will not be interpreted to relieve Bausch + Lomb of its obligation to file Tax Information Reports as required by law.

g. Restricted Business: Providers are directly prohibited from using their Connected Account to conduct a Restricted Business or transact with a Restricted Business. Provider is responsible to familiarize itself with the Restricted Business List on Stripe’s website and to keep apprised of any additions or changes to the same, to ensure compliance with this provision. If Provider is found to be conducting a Restricted Business or transacting with a Restricted Business, this Agreement will terminate immediately.

h. Connected Account Data: As a condition of the provision of Payment Services, Provider authorized Bausch + Lomb to access all data from the Provider’s use and activity related to the Connected Account and will share the same with Stripe.

i. Disputes, Refunds, and Reversals: Notwithstanding anything to the contrary in this Agreement, Provider is liable to Bausch + Lomb for the full amount of all Disputes (unless and until a Dispute is resolved to final disposition in Provider’s favor as per the Connected Account Agreement), Refunds and Reversals.

1. Disputes: Stripe may delay or withhold paying out a Transaction amount from settlement funds owed to Provider under the Connected Account Agreement if Stripe reasonably believes that a Dispute is likely to occur with respect to that Transaction. Additionally, Stripe may delay or withhold paying out amounts subject to an actual Dispute until the Payment Method Provider resolves the Dispute. Bausch + Lomb will not be liable in any way to Provider for any funds held by Stripe related to a Dispute.

2. Refunds: Stripe may refuse to act upon a Refund instruction, or delay executing the instruction, if it would cause a negative balance in Provider’s Connected Account. Bausch + Lomb will not be liable in any way to Provider for any refused Refunds.

3. Reversals: Reversals are determined and controlled by the terms of the Stripe Connected Account Agreement. Bausch + Lomb will not be liable in any way to Provider for any refused Reversals.

6. Intellectual Property and Data Ownership

a. Bausch + Lomb’s Data and Intellectual Property License Grant: Bausch + Lomb, its licensors, affiliates, officers, directors, and assigns own all right, title, and interest, including all worldwide intellectual property rights in the Services, Website, Content, and the trademarks, service marks, and logos contained therein (collectively, “Materials”). Further any data transmitted to you during the provision of the Services, all data (including without limitation meta data and analytics data) that is generated and maintained on the Website, in your Provider Account, and via the Services is owned by Bausch + Lomb (“Bausch + Lomb Data”), except for any Patient Personal Information or PHI that may be contained within the data as applicable. As part of the provision of your Provider Account, you are provided a limited, non-transferrable, royalty free, and revokable license to review, access, and use, for your own personal non-commercial purposes, the Materials as outlined in this Agreement, but only while you have an active Provider Account with Bausch + Lomb. You agree that as a condition of such limited license, that you will not remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services, Website, Content, other user information or related products or services.

b. Provider Data: Any information, regardless of form or type, that you enter into your Provider Account or provide directly to us via the Services, or the Website is “Provider Data”. Provider Data does not include: (i) any anonymized or aggregated data that may be extracted and/or repurposed from Provider Data; (ii) PHI or any information related to a Patient’s Opal account, including but not limited to their purchase history; (iii) information regarding the vison care products, including contact lens, being sold on the Opal platform; and (iv) any other generated, analytic, or technical data generated from or about a Provider’s use of the Website, a Provider Account, a Patient account, the Services, and Content (collectively, “Usage and Services Data”). Usage and Services Data is owned by Bausch + Lomb and is included in Bausch + Lomb’s Data. By uploading, submitting, emailing, posting, publishing, providing, approving, sharing, or otherwise making available any Provider Data with Bausch + Lomb or within the Website, you hereby grant Bausch + Lomb a nonexclusive, worldwide, royalty-free, sublicensable, transferable, and revocable right and license to use, store, reproduce, and share such Provider Data, but only in connection with: (i) the provision of the Services to you, and (ii) your use of your Provider Account, the Services, Content, and the Website.

c. Disclaimer: Bausch + Lomb will not and is not responsible to review Provider Data for accuracy, completeness, errors, or any other issue that might impact the same. Bausch + Lomb is not responsible for any inaccurate, corrupted, incomplete, wrong, or otherwise incorrect Provider Data, and actions taken in reliance on that data.

d. Feedback: Your feedback and suggestions are welcomed and encouraged. You may submit feedback by emailing us at feedback@opaleyes.com Please note though that if you provide feedback or suggestions, including with regards to changes to or improvements of the Services, Website, or Content, or any other feedback or suggestions about our Services, we may or may not review and consider the same, but we reserve the right to use the same freely without any restrictions, credit to you, or compensation to you. Additionally, we are under no obligation to keep any such suggestions, ideas, or feedback confidential.

e. Copyrighted Materials. If you become aware of misuse of the Website or content thereon by any person, please contact Bausch + Lomb to report the same to us Trademarks@bausch.com.

7. Term and Termination

a. Term: This Agreement becomes effective on the date that your Provider Account has been accepted and has been rendered active. It terminates on the Termination Date as outlined below.

b. Termination: Either party may terminate this Agreement, with or without cause, at any time. Additionally, the Agreement may be terminated as follows:

a. Provider is no Longer Licensed: This contract will terminate immediately if Provider is no longer allowed to practice medicine or loses the license to practice medicine or prescribe contact lens.

b. Illegal Conduct: This Agreement will also terminate immediately if Provider is using the Provider Account or the Services for any illegal purposes, or if you become ineligible to use the Services for any reason related to illegal conduct (i.e., Provider’s name is added to the OFAC sanctions list).

c. Suspension of Services: Bausch + Lomb may, without terminating this Agreement, suspend the provision of the Services in whole or in part until further notice with or without warning for any reason. Bausch + Lomb may remove any material (including Provider Data) from the Website, in our sole discretion, at any time for any or no reason, with or without notice to you.

d. Effect of Termination: On the effective date of Termination, your access to the Materials, Website, Services, and Content will cease with no further action.

8. Service Availability and General Data Loss: You understand and agree that no representation or warranty is made with respect to the functionality or availability of the Services, and that all or any portion of the Services may for a variety of reasons be unavailable to you for use either temporarily or permanently without notice. The Website, the Services, and the Content are provided to you “as is.” You further agree and understand that information and data related to the Services may be irretrievably lost or destroyed at any time, and it is your responsibility to make all necessary copies and backups of any information and data posted to or obtained or available from the Services. You agree that Bausch + Lomb, its licensors and suppliers will not have any liability due to your inability to access the Services, any portion thereof or any related data or information, including Provider Data or Patient data, and will not have any liability in connection with the loss or destruction of any such data or information.

a. Service Availability and Downtime: You understand and agree that the Services or Website may be unavailable due to scheduled or unscheduled maintenance or downtime. Bausch + Lomb reserves the right to prevent or limit access to the Services or Website for security, maintenance, upgrades, or other reasonable purposes. We will do our best to notify you of schedule maintenance and downtimes, but are under no obligation to provide notice to you.

9. Insurance: Provider must maintain at its own expense:

a. Cyber Insurance, or its equivalent, with limits of not less than $1,000,000 per occurrence, with both first party and third-party coverage, that provides coverage for: (i) any cyber incident of any kind; (ii) data loss, exfiltration, and replacement/recreation; (iii) a privacy claim, event or incident; (iv) a ransomware event or incident; and (v) cyber terrorism and war; and

b. Medical Malpractice Liability Insurance with limits of not less with limits of not less than $1,000,000 per claim, that provides for Bausch + Lomb to be an additional insured under the Policy on a primary non-contributory basis.

c. Provider’s Insurance Policies must be in full effect during the term of this Agreement. If the coverage period will expire during the pendency of this Agreement, then Provider agrees to renew the same ensuring that there is no gap in coverage as long as this Agreement is in full effect.

d. Provider shall make available, upon request, a copy of the Declaration Sheet of each policy and the Additional Insured Endorsement for the Medical Malpractice Liability Insurance Policy evidencing the coverage limits listed above.

e. The coverages and limits furnished by Provider in no way limit Provider’s liabilities and responsibilities specified within this Agreement or by law. Any insurance or self- insurance programs maintained by Bausch + Lomb shall apply in excess of and do not contribute to the insurance provided by Provider under this Agreement.

f. The required insurance is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law.

10. Bankruptcy: Either Party may terminate the Agreement immediately, upon written notice to the other Party, in the event the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11. Indemnification: To the maximum extent permitted by applicable law and subject to the restrictions in the Business Associate Agreement, you agree to defend (at the Bausch + Lomb’s option), indemnify, and hold Bausch + Lomb and its respective partners, principals, employees, licensors, agents, affiliates, business associates, suppliers and insurers harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys" fees) and expenses in connection with any claim arising out of or in connection with (i) your access to or use of the Services, Website, Content or other user information; (ii) Provider Data and Patient data; (iii) your violation of this Agreement; (iv) your violation of any third-party right, including without limitation any intellectual property right, HIPAA rights, property, or privacy right; (v) any claim that Your Information caused damage to a third-party; or (vi) any claim related to your distribution of any Content or other user information.

12. Disclaimers and Assumptions of Risk. THE SERVICES, SITE, AND CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BAUSCH + LOMB AND ITS LICENSORS, BUSINESS ASSOCIATES, AND SUPPLIERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SAME, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, NON-INTERFERENCE, ERROR-FREE SERVICE AND UNINTERRUPTED SERVICE. THIS AGREEMENT IS NOT AN OFFER OF ANY FINANCIAL OR OTHER GOODS OR SERVICES EXCEPT FOR THOSE EXPLICITLY LICENSED HEREUNDER. BAUSCH + LOMB TAKES NO RESPONSIBILITY FOR MONITORING OR REGULATING THE RELATIONSHIP BY AND AMONG YOU AND ANY OTHER PERSONS WHO USE THE SERVICES PROVIDED HEREUNDER.

13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BAUSCH + LOMB NOR ITS OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, AFFILIATES, BUSINESS ASSOCIATES, LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, REPUTATIONAL LOSSES, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, CONTENT, SITE, THE USE OF OR INABILITY TO USE THE SAME, OR ANY OTHER SUBJECT MATTER HEREOF. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BAUSCH + LOMB NOR ITS AFFILIATES, LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY LOSS OR DAMAGE SUFFERED BY YOU WHICH ARISES OUT OF OR IN CONNECTION WITH ANY INFORMATION OBTAINED BY YOU VIA OR IN CONNECTION WITH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF BAUSCH + LOMB, ITS PARTNERS, PRINCIPALS, EMPLOYEES, AFFILIATES, LICENSORS, BUSINESS ASSOCIATES AND SUPPLIERS UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).

14. Governing Law, Jurisdiction and Venue. This Agreement will be governed by and construed in accordance with applicable U.S. federal law and the laws of the State of New York, without regard to conflict of laws principles. Each party irrevocably consents to the exclusive jurisdiction and venue of the United States Federal and the New York state court, Superior Court of Bergan County, in connection with any dispute or claim arising under this Agreement. Each party waives any right that it may have to assert that such forum is not convenient. Each party agrees not to demand a trial by jury in any action, proceeding, or counterclaim arising out of or relating to Bausch + Lomb"s Services and fees. The UN Convention on Contracts for International Sale of Goods will not apply to this Agreement.

15. Amendment; Assignment. Bausch + Lomb may amend this Agreement at any time. Upon posting on the Services, the new terms including any pricing are automatically effective and binding on you. By continuing to access or use the Services, Content, and Website after Bausch + Lomb makes any such revision, you agree to be bound by the revised Agreement. Each version of the Agreement will be identified at the top of the page by the effective date. If you do not wish to accept such amendment, you may terminate this Agreement pursuant to Section 7. This Agreement may not be otherwise amended. No waiver by Bausch + Lomb of any term or condition of this agreement will be effective unless made in writing. You may not assign, transfer, change or otherwise seek to deal with any rights or obligations under this Agreement without the prior written consent of Bausch + Lomb. Bausch + Lomb and its successors and assigns may assign this Agreement.

16. Notices. Any notice or other communication to be given under this Agreement will be in writing and:

a. Notices for Bausch + Lomb: emailed to Legalnotices@bausch.com or to such other addresses as Bausch + Lomb may specify in writing; and

b. Notices for Provider: be given via email (in each case to the email address that you provide); and/or posted on the Website.

c. The date such electronic mail was sent shall be deemed the date on which such notice is transmitted.

17. Miscellaneous. If any provision of this Agreement is held to be invalid, void or illegal, it will be severed from this Agreement and will not affect, impair or invalidate any other provision, and it will be replaced by a provision which comes closest to such severed provision in language and intent without being invalid, void or illegal. No right under this Agreement or breach hereof may be waived except in writing signed by the parties hereto. The failure of either party to require performance of any provision of this Agreement will not be construed as a waiver of such party"s rights to insist on performance of such provision or any other provision at some other time. Nothing in this Agreement is intended to, nor will, create any third-party beneficiaries, whether intended or incidental. This Agreement, including our Privacy Policy, constitutes the entire agreement between Bausch + Lomb and you with respect to the subject matter hereof.

18. Survival: All terms of this Agreement that are intended by their nature to survive termination of this Agreement shall survive termination and remain in full force, including but not limited to all disclaimers, intellectual property rights, duties of confidentiality, limitations of liability, duties of indemnification, and provisions regarding resolution of disputes. Although each party"s further rights and obligations cease immediately on termination of this Agreement termination does not affect a party"s accrued rights and obligations at the date of termination.

19. Compliance with Laws: You agree to comply with all Applicable Laws, in connection with your use of the Services provided hereunder.

20. Force Majeure: Neither party shall be deemed to be in breach of this Agreement as a result of or liable to the other for any delays in the performance of its obligations (other than payment obligations) hereunder caused by fire, explosion, act of God, strikes, war, riot, terrorism, government regulation or act or any other cause beyond the reasonable control of such party.

21. Entire Agreement: This Agreement is the entire agreement between the Parties and supersedes all prior agreements and understandings concerning the subject matter hereof and may not be amended or modified except by a writing signed by both Parties.

22. Changes at any Time: Bausch + Lomb reserves the right to change without notice, at its sole discretion, the substance, presentation, performance, functionality and availability of the Services, the Website, and the Content.

23. Contact Information. If you have questions about this Agreement or about the Services or content of the Website, please contact Bausch + Lomb at help@opaleyes.com.