This ECP Locator Participation Agreement (“Agreement”) is effective as of November 13, 2017.

This Agreement is between you and Essilor of America, Inc. and its affiliated entities (“Essilor”, “we” or “us”). This Agreement applies to your use of Essilor’s ECP Locator located at www.essilorusa.com as well as ECP Locators of affiliated entities or partners (collectively, “ECP Locator Services”). This Agreement, together with Essilor’s general website Terms of Use and Privacy Policy, which are hereby incorporated by reference, govern your use of the ECP Locator Services.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE ECP LOCATOR SERVICES. BY USING OR ACCESSING THE ECP LOCATOR SERVICES OR BY CHECKING A BOX OR OTHERWISE INDICATING YOUR ASSENT TO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THE MOST RECENT VERSION OF THE AGREEMENT AND THAT YOU AGREE TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS IN THIS AGREEMENT, DO NOT USE, OR OTHERWISE AGREE TO BE LISTED ON, THE ECP LOCATOR SERVICES.

We may amend this Agreement at any time by posting a revised version on the on the applicable ECP Locator Services website(s). The revised version will be effective at the time we post it. In addition, if the revised version includes a Substantial Change (as defined below), we may provide you with prior notice of any Substantial Change by posting notice on the home page of the applicable ECP Locator Services in our sole discretion. Where appropriate, such as where you have set up an account, you may be asked to check a box that you agree to such revised version of the Agreement when you sign into your account in order to continue services. "Substantial Change" means a change to the terms of this Agreement that materially reduces your rights or increases your responsibilities.

1. Eligibility and Registration. In order for an eyecare practice to be eligible to be listed on the ECP Locator Services, it must: (i) meet minimum sales targets and/or be enrolled in certain Essilor programs; (ii) be an independent eyecare practice located in one of the fifty (50) United States or District of Columbia; (iii) be in good standing with Essilor; and (iv) not be excluded, debarred or suspended from participation in any federal health care program. The term "federal health care program" is defined at 42 U.S.C. §1320a-7b(f) and includes the Medicare, Medicaid, TRICARE, and certain other government funded health care programs and plans. The exclusion, debarment or suspension of a practice from participation in any federal health care program is grounds for immediate removal from the ECP Locator Services. Please note that there may be individual minimum brand sales targets for placement on each of the applicable brand ECP Locators in addition to meeting overall minimum sales targets and that practices may be eligible to be listed on one brand ECP Locator but not another. Essilor specifically reserves the right to amend or revise the minimum sales targets and/or Essilor program enrollments required to be eligible to be listed on the ECP Locator Services in its sole direction without prior notice. The minimum sales targets and/or program enrollment requirements may be communicated to you by an Essilor sales representative, account manager, or other authorized agent.

2. Account, Password and Security. Some portions of our ECP Locator Services may require you to register to open or make changes to an account. If you create an account, you represent that you are an authorized practice representative of the practice (who is either a “Practice Principal” – defined as an owner, officer, director of the practice – or an office manager with approval from a Practice Principal and authority to bind the practice). You are responsible for maintaining the confidentiality of your account username and password. You should not permit others to use your account and you may not use anyone else's account at any time. You agree to immediately notify us of any unauthorized use of your account or any other breach of security. We reserve the right to take any and all actions we deem necessary or reasonable to help ensure the security of the ECP Locator Services and your account, including terminating your account. Notwithstanding the above, you are responsible for all activities that occur under your account and we may rely on the authority of anyone accessing your account or using your password. Essilor shall not be liable for any damages resulting from (i) any action or inaction of Essilor under this provision, (ii) any compromise of the confidentiality of your account or password, and/or (iii) any unauthorized access to your account or use of your password.

3. Providing Information and Updates. Whenever you provide us with information, you represent and warrant to: (i) provide true, accurate, current and complete information (e.g., education, languages spoken at the practice, insurance accepted, years of experience, awards, hours of operation) and (ii) maintain and promptly review and update such information at least once every 90 days to keep it true, accurate, current and complete. If you provide any information that is, or we have reasonable grounds to suspect is, untrue, inaccurate, not current or incomplete, we may suspend or remove you from the ECP Locator Services and refuse any and all current or future use of, or placement on, the ECP Locator Services (or any portion thereof). You agree not to submit any content that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties or objectionable.

You hereby grant to Essilor a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display content provided on, or submitted to, the ECP Locator Services throughout the world in any media or format, now known or hereinafter devised. You hereby grant Essilor and its sublicensees the right to use the screen name or other name that you submit in connection with such content, if we or they choose. You represent and warrant that you own or otherwise control all of the rights in and to the content that you post or submit; that the content is accurate; that use of the content you supply does not violate Essilor’s Terms of Use and will not cause injury to any person or entity; and that you will indemnify and hold harmless Essilor for all claims resulting from content that you post or submit. Essilor takes no responsibility and assumes no liability for any content posted by you or any third party.

4. Requests for Appointments. You agree to respond to requests for appointments received from the ECP Locator Services in a prompt and professional manner and in no case, later than two (2) business days from your receipt of the request.

5. Changes to the ECP Locator Services. We reserve the right to amend, revise, or remove features from the ECP Locator Services, or to discontinue the ECP Locator Services, at any time. Essilor will not be liable for any interruption or loss of services as more fully set forth in Section 8 below “Limitation of Liability.”

6. Links to other Websites. The ECP Locator Services may integrate or contain services and content provided by third parties and may contain links to websites and digital platforms operated by third parties, including, but not limited to, links to allow patients to make appointments. The links are optional. Use of these links is governed by your agreement with the relevant third party, if any. The inclusion of any links to other websites or digital platforms does not imply endorsement by Essilor of those sites or platforms, or their contents. Essilor is not responsible for the contents, links or privacy of any linked website or digital platform. Access to, or agreement to be included on, any other websites or digital platforms linked to the ECP Locator Services is at your own risk.

7. Disclaimer. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, (i) THE ECP LOCATOR SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ESSILOR HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE ECP LOCATOR SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; (ii) ESSILOR MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE ECP LOCATOR SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, UNINTERRUPTED OR ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED; (iii) ESSILOR IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENT THE ECP LOCATOR SERVICES; AND (iv) YOU ASSUME TOTAL AND SOLE RESPONSIBILITY AND RISK FOR YOUR USE OF THE ECP LOCATOR SERVICES.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSIONS OR LIMITATIONS SET FORTH ABOVE, SO THE ABOVE EXCLSION AND LIMITATIONS MAY NOT APPLY TO YOU.

8. Limitation of Liability. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, IN NO EVENT SHALL ESSILOR, ITS AFFILIATES, EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS AND SUPPLIERS BE RESPONSIBLE OR LIABLE FOR PERSONAL INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOSS OF DATA, LOST BUSINESS OPPORTUNITIES AND/OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING IN ANY WAY TO THE ECP LOCATOR SERVICES, OR UNAUTHORIZED ACCESS TO OR USE OF THE ECP LOCATOR SERVICES OR ESSILOR’S SERVERS, OR ANY PERSONAL, FINANCIAL OR OTHER INFORMATION STORED THEREON OR IN TRANSIT THERETO, WHETHER BASED IN TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ESSILOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE ECP LOCATOR SERVICES IS TO STOP USING THE ECP LOCATOR SERVICES.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

9. Indemnity. You agree to indemnify and hold harmless Essilor and its affiliated entities and each of their employees, officers, directors, agents, representatives, suppliers and service providers from any loss, liability, claim or demand, including reasonable attorney's fees, due to or arising out of (i) your use of the ECP Locator Services, including, without limitation, any ECP Locator Services related service or content on the ECP Locator Services, including, without limitation, any information you provide to Essilor, content submitted or transmitted by you via the ECP Locator Services; (ii) any use of any password chosen by or issued to you; (iii) any information you download or access from or through the ECP Locator Services; (iv) your interference with the operation of the ECP Locator Services; and (v) any violation by you of this Agreement, any rights of any other person or entity, or any applicable laws, rules or regulations.

10. Termination. Essilor reserves the right to terminate, suspend and/or deactivate your account and/or access to the ECP Locator Services at any time in its sole discretion.