VERACITY™ SURGICAL TERMS AND CONDITIONS
These VERACITY™ Surgical Terms and Conditions (the “Terms and Conditions”) are applicable to any purchaseorder, quote, statement of work or other purchasing document or exhibit hereto (“Schedule(s)” together with
the Terms and Conditions, the “Agreement”) related to VERACITY™ Surgical, a web-based cataract surgicalplanning software solution, including all Updates related thereto (the “Solution”). For the avoidance of doubt,
this Agreement between Carl Zeiss Canada Limited (“Supplier” or “ZEISS”) and the party(ies) listed on theapplicable Schedule (“Customer” or “you”)) is applicable to any services provided by Supplier pursuant to a
Schedule, including, without limitation, On-site Services and Remote Services. ZEISS’s agreement to provide theSolution and any services is conditioned on Customer’s assent to this Agreement and is limited to acceptance of
this Agreement upon the Terms and Conditions, and no specific condition or terms issued by the Customer which
may appear on the purchase order or on any document communicated by the Customer, shall apply to or prevailover this Agreement; all such conditions and terms are objected to and rejected. Provision of the Solution or any
services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does notserve to modify or amend this Agreement. For the avoidance of doubt, the Customer’s general terms andconditions, if any, are expressly excluded.

1.

License. During the Term of this Agreement, and provided that Customer complies with the restrictions
set forth in Section 3 (“Restrictions”) below, Supplier hereby grants to Customer a limited, non-exclusive,
revocable, non-sublicensable and non-transferable license to use the Solution or software in object code for
Customer’s internal business purposes of optimizing and personalizing patient care for cataract surgery(“Purpose”). Supplier authorizes any of Customer’s employees, consultants, and/or contractors to use theSolution for the performance of their duties relating to the Purpose; provided that such use shall be governed by
Supplier’s procedures, including without limitation Customer providing each user with a separate password anduser name in order to utilize the Solution. The Solution is licensed to the Customer, and not sold. Supplier reserves
all rights not expressly granted to you under the Terms and Conditions.

2.

Customer Obligations. Customer shall maintain their infrastructure and devices pursuant to Supplier’s
guidelines during the Term. Customer shall ensure the following conditions are met during the Term: (a)Customer’s EMR provider must be supported by the Solution, provided, that the functionality of the Solution may
change based on the supported EMR, and since some EMRs are integrated unidirectional only, not every
functionality is available for the Solution, (b) Customer’s biometer device(s) must be supported by the Solution(“Supported Devices”), and such Supported Devices must each be: (i) attached to the Customer’s network and(ii) remotely accessible by Supplier, (c) broadband internet access is provided at each location where Customer
accesses the Solution, and (d) Supplier must be able to remotely install a Solution component on a computerattached to Customer’s network at any time. In order for Customer to use the Barrett formula in the Solution
based on data from a Supported Device, such Supported Device must have at least one licensed Barrett formula.

3.

Customer Restrictions. Customer acknowledges that the Solution constitutes and contains certain
intellectual property rights and trade secrets of Supplier and its licensors, and, in order to protect such trade
secrets and other interests that Supplier and its licensors may have in the Solution, Customer agrees not todisassemble, decompile or reverse engineer the Solution nor permit any third party to do so. In addition, Customer
will not (a) copy or modify the Solution, in whole or in part, (b) lease, lend or rent the Solution, use the Solution
to provide service bureau, time sharing, rental, application services provider, software-as-a-service, hosting orother computer services to third parties, or otherwise make the functionality of the Solution available to third
parties, (c) scan, probe, or test the vulnerability of the Solution or any service connected to the Solution, nor
breach the authentication or security measures on the Solution or any network connected to the Solution, (d)trace, seek to trace, reverse look-up any information on any other user of or visitor to the Solution, or any othercustomer of Supplier, including any Supplier account not owned by you, to its source, or exploit the Solution or
any service or information made available or offered by or through the Solution, in any way where the purpose
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is to reveal any information, including but not limited to personal identification or information, other than yourown information, as provided for by the Solution, (e) attempt to gain unauthorized access to any portion orfeature of the Solution, or any other systems or networks connected to the Solution or to any server of Supplier,or to any of the services offered on or through the Solution, by hacking, password “mining” or any otherillegitimate means, (f) use any “spider,” “robot,” “deep-link,” “page-scrape,” or other automatic device, program,
methodology or algorithm, or any similar or equivalent manual process, to acquire, access, copy or monitor any
portion of the Solution, or in any way reproduce or circumvent the navigational structure or presentation of the
Solution, to obtain or attempt to obtain any materials, documents or information through any means not
purposely made available through the Solution; (g) use any software, device, or routine to interfere or attempt tointerfere with the proper working of the Solution or any transaction being conducted on the Solution, or withany other person’s use of the Solution, (h) take any action, intentionally or unintentionally, that imposes an
unreasonable or disproportionately large load on the infrastructure of the Solution or the systems or networks ofSupplier, or any systems or networks connected to Supplier or the Solution, (i) use the Solution for any purposethat is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or otheractivity which infringes the rights of Supplier or others, (j) transmit or communicate any data that is unlawful,harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or
racially, ethnically or otherwise objectionable, (k) impersonate any person or entity or falsely state or otherwise
misrepresent your affiliation with a person or entity, (I) forge headers or otherwise manipulate identifiers in order
to disguise the origin of any data transmitted to other parties, (m) transmit, access or communicate any data thatyou do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside
information, proprietary and confidential information learned or disclosed as part of employment relationships orunder non-disclosure agreements); (n) transmit, access or communicate any data that infringes any patent,
trademark, trade secret, copyright or other proprietary rights of Supplier or any third party, (o) transmit, introduce,or communicate any data that contains software viruses or any other computer code, files or programs designed
to interrupt, destroy or limit the functionality of any computer software or hardware or any telecommunications
equipment, including, without limitation, the Solution, (p) interfere with service to any user of the Solution, hostor network, including, without limitation, via means of submitting a virus to the Solution, overloading, “flooding”,“spamming”, “mailbombing” or “crashing”, or otherwise interfere with or disrupt or circumvent the Solution; (q)violate any applicable local, provincial, territorial, federal or international law, including securities laws and any
regulations, requirements, procedures or policies in force from time to time relating to the Solution; (r) monitor
traffic or make search requests in order to accumulate information about individual users or collect or store
personal data about other users; or (s) modify, delete, or damage any information contained on the personal
computer of any Solution user.

4.

Registration. Upon registration, Customer agrees to provide current, accurate, and complete information
required to register with the Solution and at other points as may be required in the course of using the Solution(“Registration Data”). Customer must have a valid email address to become a registered user of the Solution.
Further, Customer agrees to maintain and update Customer’s Registration Data as required to keep it current,
accurate, and complete. Customer agrees that Supplier and/or Customer’s EMR provider may store and use theRegistration Data Customer provides for use in maintaining Customer’s account. Supplier and/or Customer’s EMR
provider have the right to confirm or otherwise verify or check, in their sole discretion, the truth and accuracy of
any registration information at any time. Customer consents to Supplier’s verification of Customer’s registration
information, specifically, your name and address, against a third party database, which may be considered toconstitute the collection of “personal information” or “credit information” under certain laws. Neither Supplier
nor Customer’s EMR provider is making, as part of the registration process, and will not otherwise make, any
type of inquiry to any third party regarding any individual’s credit history and personal financial information
without first obtaining such individual’s express authorization to do so. Supplier may terminate your rights to any
part of or the entire Solution if any information you provide is false, incomplete or inaccurate.

5.

User Account. As a registered user of the Solution, Customer will establish a user account (“User
Account”) along with user ID(s) and password(s) (“Login Information”). Customer will employ the security
measures necessary to prevent unauthorized users from accessing the Solution and Customer’s Login Information.
Customer is solely responsible for the maintenance of Customer’s Login Information and Customer’s User
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Account. Customer accepts sole responsibility for, and will be liable for all access to the Solution in connection
with Customer’s Login Information and User Account. Customer will inform all authorized persons who are given
access by Customer to the Solution that such materials are confidential and contain trade secrets of Supplierlicensed to Customer as such. Without the prior written consent of Supplier and unless such third party enters
into a written agreement with Supplier, Customer will not utilize the services of any third party to assist you inusing the Solution. Customer will be responsible for all activities that occur under or in connection with
Customer’s User Account and Login Information. If Customer is an entity, only Customer’s bona fide employees,
duly authorized agents and representatives may use the Solution under Customer’s User Account and thisAgreement applies to all of Customer’s employees, representatives, agents, and any other person or entity thataccesses the Solution through Customer’s User Account, and Customer shall be responsible for any breach of thisAgreement by any of the foregoing as if each of the foregoing was a party to this Agreement.

6.

Delivery and Acceptance. Supplier will deliver the Solution to Customer in the manner and timeframe
described on the Schedule. Unless otherwise specified in the Schedule, the Solution will be deemed accepted
upon installation. The Solution will be deployed remotely. Customer shall ensure all prerequisite Customer
requirements in the Schedule have been completed prior to installation.

7.

Services and Updates.

7.1
Remote Services and Updates. During the Term, Supplier shall provide the following services to
Customer remotely (the “Remote Services”): install and reasonably monitor, access, troubleshoot problems andassist with user operations. In addition, Supplier will provide the Customer with Solution updates and upgrades
made generally available to all of Supplier’s customers, including any corrections, fixes, modifications,improvements to the Solution (collectively, “Updates”). For the avoidance of doubt, Supplier shall have no
obligation to provide any Remote Services or Updates upon and following termination of this Agreement.
7.2
Exclusions to Remote Services. Supplier will have no obligation of any kind to provide Remote
Services of any kind for problems in the operation or performance of the Solution to the extent caused by any of
the following (each, a “Customer-Generated Error”): (a) non-Supplier software or hardware products or use of
the Solution in conjunction therewith; (b) modifications to the Solution made by any party without Supplier’s
express written authorization; (c) Customer’s use of the Solution other than as authorized in this Agreement or
as provided in the documentation provided by Supplier; or (d) Customer’s use of other than the most current
version of the Solution or any error corrections or updates thereto provided by Supplier. If Supplier determinesthat it is necessary to perform Remote Services for a problem in the operation or performance of the Solutionthat is caused by a Customer-Generated Error, then Supplier will notify Customer thereof as soon as Supplier isaware of such Customer-Generated Error and Supplier will have the right to invoice Customer at Supplier’s thencurrent published time and materials rates for all such maintenance services performed by Supplier. Furthermore,
Remote Services shall not include any integration with an EMR after installation.
7.3
On-Site Services. Supplier may provide Customer with on-site services for or related to the
Solution (“On-site Services”) as may be described in one or more mutually agreed to Schedules which shallcontain items such as a description of the services, the services rate(s), and the services period. Customer shall
reimburse Supplier for travel and per diem expenses incurred in connection with On-site Services that arereasonable, necessary and pre-approved by Customer in writing for Supplier.
7.4
Subcontractors. Supplier may enter into contractual arrangements with independent
contractors or subcontractors (collectively referred to as “Subcontractors”) to perform or otherwise assist
Supplier in providing the On-site Services or Remote Services, provided however, that Supplier will not be relievedof its obligations under this Agreement because of any act or failure to act by any such Subcontractor(s) and will
be fully liable for all such acts and omissions of the Subcontractor(s).

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8.

Medical Treatment. The Solution is not intended to provide medical advice or guidance. Customer’s
medical personnel are solely responsible for making all diagnostic determinations, surgery plans, and all othertreatment decisions for patients whose information is managed by the Solution.

9.

Intellectual Property. Customer expressly acknowledges that Supplier and/or its licensor own all
worldwide right, title and interest in and to the Solution, and any copies thereof, including all worldwide
intellectual property rights therein. Customer will not delete or in any manner alter the copyright, trademark, andother proprietary rights notices appearing on the Solution as delivered to Customer. Supplier shall retain for
Supplier all right, title and interest in any intellectual property created when performing any services or creating
any other deliverables under this Agreement.

10.

Third Party Technology. Any third party technology provided, made available, linked to, or otherwise
accessible through the Solution (“Third Party Technology”) is provided solely as a convenience to you and is
not under the control of Supplier. Supplier does not endorse, recommend, or otherwise make any representations
or warranties with respect to any Third Party Technology. Supplier does not have any responsibility or liability to
you for any Third Party Technology which you access and you use it at your own risk. Further, you agree tocomply with any and all terms and conditions applicable to the use of Third Party Technology and otherwise
ensure that you have obtained all rights, licenses, and clearances that may be necessary to use such Third Party
Technology.

11.

Third Party Portals. This Solution may contain links to other independent third-party websites and URLs
(collectively, “Linked Portals”). These Linked Portals are provided solely as a convenience to you. Such Linked
Portals are not under the control of Supplier, and Supplier is not responsible for and does not endorse the content
of such Linked Portals, including any information or materials contained on such Linked Portals. Supplier does
not have any responsibility or liability for any such content, information or materials.

12.

Payment and Terms.

12.1 Fees and Payment. Customer will pay Supplier the applicable fees for specified in a Schedule. A
Schedule may contain one-time and recurring fees. Any recurring fees will be invoiced annually quarterly ormonthly, as or unless otherwise specified in the Schedule. The initial invoice will be sent in the second monthafter installation of the Solution. All such fees and expenses will be due and payable within thirty (30) days after
Customer’s receipt of Supplier's invoice, unless otherwise specified in the Schedule. All past due amounts will
incur interest at a rate of eighteen percent (18%) per annum or the maximum rate permitted by law, whicheveris less.
12.2 Payment Terms. Customer will pay all amounts due under this Agreement in Canadian currency,
unless otherwise specified in the applicable Schedule. All fees payable under this Agreement are net amounts andare payable in full, without deduction for taxes or duties of any kind. Customer will be responsible for, and willpromptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes)
associated with this Agreement or Customer’s receipt or use of the Solution, Remote Services or On-Site Services,
except for taxes based on Supplier’s income. For Supplier to extend tax-exemption status to Buyer, Buyer must
provide a tax-exemption certificate valid in the jurisdiction of the installation location prior to acceptance of theorder.
13.

Customer Representations & Warranties. Customer represents, warrants, and covenants to Supplier thefollowing: (a) all information Customer provides to Supplier as part of the registration process or otherwise willbe truthful, accurate and complete, irrespective of any independent verification or other determination made by
Supplier; (b) Customer owns or controls the necessary rights and authority to grant the rights and permissions to
Supplier made under this Agreement, and the exercise of such rights and permissions by Supplier will not violate
or otherwise infringe the rights of any third party; (c) Customer has the full authority to act on behalf of any andall owners of any right, title or interest in and to Customer’s API(s) that you provide to Supplier; (d) this Agreement
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been duly and validly authorized, accepted, agreed to, and delivered by Customer (or Customer’s authorized
representative) and constitutes Customer’s legal, valid, and binding obligation, enforceable against Customer inaccordance with the Terms and Conditions; and (e) the performance by Customer of this Agreement andCustomer’s use of the Solution does not and will not conflict with or violate (1) any law, rule, regulation, order,
judgment, decree, agreement, instrument, or obligation applicable to Customer, or (2) if you are an entity, any
provision of Customer’s organizational or governing documents.

14.

DISCLAIMER. SUPPLIER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING TITLE,NONINFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SUPPLIER OR ELSEWHERE WILL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE SOLUTION AND ANY THIRD PARTYTECHNOLOGY ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SUPPLIER, ITS LICENSORS, AND SUPPLIERS MAKE NO WARRANTY,REPRESENTATION, OR GUARANTY: (1) AS TO THE CONTENT, SEQUENCE, ACCURACY, TIMELINESS, RELEVANCE,OR COMPLETENESS OF ANY CONTENT OF THE SOLUTION OR SOFTWARE OR ANY SERVICE PROVIDED BY
SUPPLIER; (2) AS TO ANY INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE SOLUTION; OR (3)THAT THE SOLUTION MAY BE RELIED UPON FOR ANY REASON, WILL BE UNINTERRUPTED OR ERROR FREE, OR
THAT ANY DEFECTS CAN OR WILL BE CORRECTED. FURTHER, YOUR USE OF THE SOLUTION AND ANY THIRDPARTY TECHNOLOGY IS AT YOUR OWN RISK. SUPPLIER DOES NOT WARRANT THAT THE SOLUTION OR THIRDPARTY TECHNOLOGY WILL MEET YOUR SPECIFIC REQUIREMENTS. TO THE EXTENT THAT SUPPLIER MAY NOTDISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCHWARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

15.

Indemnification.

15.1 ZEISS Indemnification. Supplier will defend Customer and Customer’s officers and directors fromany allegations, claims, actions, suits or loss arising out of or relating to any claims of infringement of a third
party’s intellectual property rights arising from Customer’s use or possession of the Solution provided that
Customer: (a) promptly notifies Supplier in writing of the claim, provided however that the failure to promptly
notify Supplier shall not reduce or affect the obligations of Supplier with respect thereto, except to the extent
that Supplier is prejudiced thereby; and (b) provides Supplier, at Supplier’s expense, with all assistance,
information and authority reasonably required for the defense and settlement of the claim. If Customer’s use orpossession of any part of the Solution is or is likely to be enjoined as an infringement of any third party intellectual
property rights, Supplier shall, at Supplier’s option: (i) procure for Customer the right to continue to use theSolution under the terms of this Agreement; or (ii) replace or modify the Solution so that it is non-infringing.
Supplier shall not be required to defend Customer from any intellectual property right infringement claim that
results from: (I) Solution and/or services based on Customer's specifications; (II) modifications made to any of the
Solution and/or services without Supplier’s prior written approval; (III) use of the Solution and/or services by
Customer other than in accordance with the provisions of this Agreement; (IV) use of the Solution and/or services
by Customer with other hardware, software or any combination therefore other than in accordance with theprovisions of this Agreement or other than as recommended by Supplier; or (V) infringement of any hardware orsoftware not manufactured by Supplier or any of its affiliates. In no event will ZEISS’s total liability to Buyer withrespect to any infringement exceed the amount of fees paid by Customer to Supplier during the Term. THE
PROVISIONS OF THIS SECTION 15.1 SET FORTH SUPPLIER’S SOLE AND EXCLUSIVE OBLIGATIONS, AND
CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
15.2 Customer Indemnification. Customer agrees to indemnify, defend, and hold harmless Supplierand its directors, officers and employees against any and all losses, liabilities, judgments, penalties, awards andcosts, including costs of investigation and legal fees and expenses asserted against Supplier by a third party(collectively, a “Loss”) arising from or relating to (a) any claim for professional negligence against Customer or
any of its practitioners regarding the practice of any of the health professions, (b) Customer’s breach of any ofCarl Zeiss Canada Limited
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Customer’s representations, warranties, covenants, or other agreements made under this Agreement, (c) any
claims by or disputes related to your use of the Solution between you and any third party, and any Data you
provide to the Solution or otherwise transmit using the Solution. If Supplier receives a claim with respect to apotential Loss for which Supplier will or may seek indemnification (a “Claim”), Supplier shall provide Customer
with notice of the existence of such Claim (provided that any delay by Supplier in providing such notice shall notrelieve Customer from its indemnity obligations hereunder except to the extent that the Customer’s defence ofsuch Claim is prejudiced by such delay) and such information, documents and cooperation as are reasonably
necessary to permit Customer to establish a defense to such Claim. Customer shall have the option to assume
the defense of a Claim and to employ attorneys selected by it to defend it, in which case the costs and expensesof any such defense shall be the responsibility of Customer.

16.

Limitation of Liability. SUPPLIER SHALL NOT HAVE ANY LIABILITY IN REGARD TO CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. IN NO EVENT SHALL SUPPLIER’S TOTAL LIABILITY IN CONNECTION WITH OR UNDER THISAGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICTLIABILITY, OR ANY OTHER THEORY OF LAW) EXCEED THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT.
The parties expressly acknowledge and agree that Supplier has set its prices and entered into this Agreement inreliance upon the limitations of liability specified herein, which allocate the risk between Customer and Supplierand form a basis of the bargain between the parties.

17.

Confidential Information. Each party (“Receiving Party”) acknowledges that, in the course of theperformance of this Agreement, it may learn certain confidential and proprietary information about the otherparty’s (“Disclosing Party”) business and operations that has been identified as “confidential” or proprietary orthat the receiving Party knows or has reason to know to be confidential, including, without limitation, patientdata, information or personal health information (“Confidential Information”). Receiving Party agrees that it
will keep all such information strictly confidential, and that it will not use it for any other purpose other than toexercise its rights and responsibilities under this Agreement, that it will not resell, transfer, or otherwise disclosesuch information to any third party without the Disclosing Party’s specific, prior written consent. Receiving Party
agrees that Disclosing Party is and shall remain the exclusive owner of Confidential Information disclosed
hereunder and all patents, copyrights, trade secrets, trademarks and other intellectual property rights therein.
Receiving Party shall, upon the request of Disclosing Party, return to Disclosing Party all drawings, documents
and other tangible manifestations of Confidential Information received by Receiving Party pursuant to thisAgreement (and all copies and reproductions thereof). The obligations in this provision shall remain in effectfollowing termination of this Agreement. Specifically excluded from the Parties’ confidentiality obligation is all
information that: (a) was in the Receiving Party’s legitimate possession prior to receipt of such information from
Disclosing Party; (b) that can be proven to have been independently developed by personnel of Receiving Party;(c) was rightfully received from third parties and, to the best knowledge of Receiving Party, without a breach of
any obligation of confidentiality to Disclosing Party; (d) is in the public domain through means other than bybreach of this Agreement by Receiving Party; or (e) is disclosed pursuant to any judicial or government request,
requirement or order, provided that the Receiving Party takes reasonable steps to provide the Disclosing Party
the ability to contest such request, requirement or order. The parties acknowledge that Confidential Information
has competitive value and that irreparable damage may result to the Disclosing Party if the Receiving Party
discloses Confidential Information. The parties agree that legal proceedings at law or in equity, including
injunctive relief, are appropriate in the event of a breach hereof without the duty of posting bond.

18.

Term and Termination. This Agreement shall become effective upon installation of the Solution and shallcontinue for one year (“Term”), unless this Agreement is otherwise terminated pursuant to the terms of thisAgreement. Either party may terminate this Agreement by giving at least thirty (30) days’ prior written notice oftermination. Supplier may immediately suspend or terminate your access to and use of the Solution as follows:(I) upon notice to you if you breach any term of this Agreement; or (ii) upon notice (if reasonably practicable) inthe event of a security breach or other technical issue related to the Solution.

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18.1 Effect of Termination. Upon termination of this Agreement by either party, Customer will
discontinue further use of the Solution and any license granted shall immediately terminate, and Customer willpromptly return to Supplier or (at Supplier’s request) will destroy all copies of the Solution.
18.2 Survival. The following sections shall survive termination or expiration of this Agreement for any
reason: 9 (“Intellectual Property”), 12 (“Payment and Terms”), 14 (“Disclaimer”), 15 (“Indemnification”),
16 (“Limitation of Liability”), 17 (“Confidential Information”), 18.1 (“Effect of Termination”), 18.2(“Survival”), and 20 (“General Terms”). Termination or expiration of this Agreement shall not affect any liabilityof Customer for any breach of any provision of this Agreement prior to such termination or expiration.
19.

Compliance.

19.1 Compliance with Laws. By entering into this Agreement, the parties specifically intend to comply
with all applicable provincial, territorial and federal laws, rules and regulations, including without limitation
privacy laws.
19.2 Personal Information. To the extent Supplier handles personal information as part of providing
the Solution to the Customer, the parties agree to comply with the terms and conditions of the Privacy Addendum
attached as Exhibit A and incorporated in this Agreement by reference.
19.3 Compliance Related Changes. The parties recognize that the law and regulations may change
or may be clarified, and that terms of this Agreement may need to be revised, on advice of counsel, in order toremain in compliance with such changes or clarifications, and the parties agree to negotiate in good faith revisions
to the term or terms that cause the potential or actual violation or noncompliance. In the event the parties areunable to agree to new or modified terms as required to bring the entire Agreement into compliance, either party
may terminate this Agreement on thirty (30) days written notice to the other party, or earlier if necessary to
prevent noncompliance with a deadline or effective date.
20.

General Terms.

20.1

Choice of Law; Jurisdiction: Waiver of Trial by Jury. This Agreement shall be governed by thelaws of the Province of Ontario and the federal laws of Canada applicable therein, and the courts in the Provinceof Ontario shall have non-exclusive jurisdiction in any disputes, actions, claims or causes of action arising out ofor in connection with this Agreement. This Agreement will not be governed by the United Nations Convention
on Contracts for the International Sales of Goods and all related agreements, which shall not apply to thisAgreement. EXCEPT WHERE PROHIBITED BY LAW, THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN ANYJUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT.

20.2 Export Control. Customer agrees to comply fully with all relevant export and import laws andregulations of Canada (“Export and Import Laws”) to ensure that neither the Solution, nor any direct productthereof are: (a) exported or re-exported directly or indirectly in violation of Export and Import Laws; or (b) used
for any purposes prohibited by the Export and Import Laws.
20.3 Relationship of the Parties. No joint venture, partnership, employment, or agency relationshipexists between Customer and Supplier as a result of this Agreement or use of the Solution or any related Remote
Services or On-Site Services.
20.4 Waiver. The failure of either party to enforce any right or provision in this Agreement shall notconstitute a waiver of such right or provision unless acknowledged and agreed to by the party in writing.

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20.5 Severability. If for any reason a court of competent jurisdiction finds any provision of thisAgreement invalid or unenforceable, that provision of this Agreement will remain in full force and effect to the
maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
20.6 Assignment. Customer may not assign this Agreement or any rights or obligations under thisAgreement in full or in part by operation of law or otherwise, without ZEISS’s prior written consent. Supplier may
freely assign this Agreement and any of its rights under this Agreement.
20.7 Force Majeure. Supplier will not be responsible for any failure or delay in its performance under
this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes,
lockouts, pandemic or epidemic, shortages of or inability to obtain labor, energy, raw materials or supplies, war,
terrorism, riot, acts of God or governmental action.
20.8 Notices. All notices or other communications required or permitted to be given to party under
this Agreement shall be in writing (unless otherwise specifically provided herein) and delivered to the address
listed on the applicable Schedule or as otherwise specified by the party.
20.9 Conflicting Terms. Unless otherwise mutually agreed in writing, in the event of any conflict orinconsistency between the Terms and Conditions and any Schedule or other document, including but not limited
to, amendments, addenda, exhibits and statements of work or any other agreement incorporated in thisAgreement, then the Terms and Conditions shall prevail.
20.10 Entire Agreement. This Agreement, together with any applicable Schedules, represents theentire agreement between Supplier and Customer with respect to the Solution and the services, obligations andresponsibilities to be performed by the parties hereunder. Supplier and Customer agree that all other agreements,
proposals, purchase orders, representations and other understandings concerning the subject matter of thisAgreement, whether oral or written, between the parties are superseded in their entirety by this Agreement. No
alterations or modifications of this Agreement will be valid unless made in writing and signed by the parties. No
attachment, supplement or exhibit to this Agreement not expressly referred to or incorporated in this Agreement
shall be valid unless initialed by an authorized signatory of Supplier and Customer.

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Exhibit A

PRIVACY ADDENDUM
This Privacy Addendum (the “Addendum”) forms part of the VERACITY™ Surgical Terms and Conditions (the“Agreement”) entered into by and between Carl Zeiss Canada Limited (“ZEISS”) and Customer (as defined in
the Agreement).

1.

Definitions. For the purposes of this Addendum, the following terms have the following meanings, unlessthe context otherwise requires:A.

“access” means, in connection with Personal Information, mere access, regardless of whether
or not the Personal Information is read, reviewed, handled, scanned, copied or otherwise usedor dealt with.

B.

“Authorized Personnel” means employees of ZEISS, ZEISS subcontractors, and employees ofsuch subcontractors who have a need to access and use Personal Information for the provisionof the Services.

C.

“Personal Information” means identifiable personal information and personal healthinformation, as defined by Privacy Law and which is processed by ZEISS in connection with theServices. Personal Information includes but is not limited to: (i) health information, including
refraction information; (ii) biometric information for the unique identification of a natural
person; (iii) identification information (name, UID, etc.); (iv) demographic information; (v)contact information; (vi) order history; and (vii) health insurance information.

D.

“Privacy Commissioner” means the federal, provincial or territorial privacy commissioner in thejurisdiction in which Customer operates.

E.

“Privacy Law” means the Canadian federal, provincial or territorial laws and regulations relating
to privacy that are applicable to Customer.

F.

“processing” means the collection, use, or disclosure, including, for greater certainty, any access,retention, modification, copying, storage, safeguarding, permitted de-identification oranonymization, or destruction of Personal Information; and “processed” and “process” have acorresponding meaning.

G.

“Services” means the services performed by ZEISS under the Agreement.

H.

“use” means, in relation to Personal Information, to handle Personal Information in any manner,
including, without limitation, to copy, download and retain (whether temporarily or otherwise)
Personal Information.

2.

Compliance with Privacy Law. In processing Personal Information under the Agreement , ZEISS shallcomply with all Privacy Laws.

3.

Permitted Processing.

A.

ZEISS agrees that it processes Personal Information only on behalf of Customer, and not on its
own behalf.

Carl Zeiss Canada Limited
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B.

ZEISS shall process Personal Information only as required to (i) perform its obligations under the
Agreement; or (ii) comply with Privacy Law, and for no other purposes. ZEISS shall only use as
much Personal Information as is reasonably necessary to fulfill its obligations under the
Agreement. By transmitting any Personal Information to ZEISS, Customer represents andcovenants that it has the authority to permit ZEISS to process such Personal Information as partof the Services.

4.

Authorized Personnel. In carrying out its own processing activities, ZEISS shall ensure that only
Authorized Personnel are able to access and use Personal Information, and that any Authorized Personnel
who have access to Personal Information are subject to binding obligations of confidentiality that aresubstantially similar to those imposed upon ZEISS in this Addendum.

5.

Safeguards.

A.

6.

ZEISS shall protect Personal Information by making reasonable administrative, technical andphysical security arrangements against such risks as unauthorized access, collection, use,
disclosure, destruction, alteration or disposal. The foregoing includes, but is not limited toretaining Personal Information in locked cabinets within secure premises or on secure servers,
password protected systems (with strong password rules), encryption of data (both duringtransmission and storage), access controls, and training and awareness-raising measures on data
privacy, information security, and compliance.

Notice and Assistance to Customer.

A.

ZEISS shall promptly notify Customer in writing (i) upon learning of any actual, reasonably
suspected or attempted theft or loss of, unauthorized access to, or unauthorized disclosure or
disposal of Personal Information (a “Privacy Incident”); and (ii) if ZEISS receives notice of an
inquiry, complaint or investigation involving Personal Information.

B.

ZEISS shall provide reasonable co-operation and assistance to Customer in connection with (i)Customer’s response to a Privacy Incident; and (ii) responding to any complaints or inquiries
involving Personal Information or investigations connected therewith.

7.

Individual Requests. If ZEISS receives a request from an individual to exercise their rights under Privacy
Law, including any applicable right of access or right to amend or correct Personal Information, ZEISS
shall promptly advise the requestor that it does not control Personal Information and shall direct therequestor to Customer. ZEISS shall reasonably cooperate with Customer in Customer’s response to any
such individual request.

8.

Legally Compelled Disclosure. If ZEISS is required by law to disclose Personal Information, including
pursuant to a subpoena or warrant, ZEISS shall promptly notify Customer of such obligation, unlessprevented from doing so by law. Customer may then, at its own expense, seek a protective order orother appropriate remedy to block or limit such disclosure. Any such disclosure by ZEISS shall be limited
to such Personal Information as ZEISS is required to provide by law.

9.

Electronic Logs and Compliance Audit.

A.

With respect to Personal Information retained in electronic format, ZEISS shall (and shall require
its subcontractors, as applicable), to the extent reasonably practical, and in a manner that isreasonably practical:

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Revised November 2022

10

10.

11.

(1)

electronically log access by Authorized Personnel to Personal Information in a mannerthat permits Customer to identify the person who accessed the information, the typeof information that was accessed, the identity of the individual to whom theinformation relates, if applicable, and the date and time of access;(2)

electronically log transfers of Personal Information by Authorized Personnel in a mannerthat permits Customer to identify the person who transferred the data, the recipient
and recipient address, and the date and time of the transfer; and(3)

retain the logs referred to above through the term of the Agreement and for a periodof at least one year following the termination or expiry of the Agreement.

Return or Destruction of Personal Information.

A.

ZEISS shall not dispose of any Personal Information unless authorized by Customer or requiredby Privacy Law.

B.

In the event of the termination of the Agreement, or at any other time on the written requestof Customer, ZEISS shall securely deliver to Customer or securely destroy, all records in any formor format of Personal Information processed by ZEISS hereunder, and shall confirm that delivery
or destruction to Customer in writing.

General.

A.

Conflict. To the extent of any inconsistency between any terms of this Addendum and theAgreement, the terms of this Addendum shall prevail.

B.

Survival. All provisions of this Addendum which, by their nature, ought to survive any
termination of the Agreement shall survive any such termination for as long as ZEISS has custodyor control of any Personal Information or as otherwise stated in this Addendum.

Carl Zeiss Canada Limited
Revised November 202211