Please read these Terms carefully before using the services mentioned below.
Nippon Alcon Co., Ltd. (hereinafter referred to as the ``Company'') provides information to users (hereinafter referred to as ``Users'') who use MARLO through our online MARLO user portal (hereinafter referred to as ``User Portal''). Contact lenses handled by [ophthalmologist or contact lens retailer] (hereinafter referred to as "Provider") and other products, services and merchandise sold or delivered by Provider at the time of your order ( We provide a platform where you can purchase products (hereinafter collectively referred to as "Products").

The User uses the User Portal to provide the prescribed information to the Provider, and then orders the Product sold by the Provider (hereinafter referred to as the "User Order"). You can pay fees to these providers and track your orders, past purchase history, and delivery status. When processing payments made by Users to Providers, the Company uses a company (such as Stripe Japan Co., Ltd. (hereinafter referred to as "Stripe")) that processes payments on behalf of the Provider (hereinafter referred to as "Payment Processor"). You shall use the payment processing account (hereinafter referred to as the "Payment Account") that will be opened with you. The Company will charge the Provider for the sale of the Product based on the delivery price (the "Price") presented to the Provider from time to time through the Catalog (defined below) or other means. (The billing and payment processing described in this section is hereinafter referred to as "Payment Processing"). Once the User places a User Order with the Provider and the payment is completed successfully, the purchased Product will be shipped to the address specified by the User. Providers may enter information about you, such as shipping address, into MARLO to process the transactions described above.

The Company operates the MARLO Provider Portal (hereinafter referred to as the “Provider Portal”, together with the User Portal, the “Portal”), and through this portal, the Company provides the following information to the Providers. Provides the functions specified in the item.
(i) Viewing the catalog (hereinafter referred to as the "Catalog"). Providers sell to users through user portals. You can specify in the catalog which products will be used.
(ii) notice of the Prices to be charged to Provider for the sale of Products;
(iii) information regarding sales from providers to users, user portals, payment processing and provider portals; hereinafter collectively referred to as the "Purchase-related Arrangements".

By logging into, accessing, and using the Provider Portal, Provider accepts, is bound by, and agrees to comply with these Terms of Use (the “Terms”). You agree to sell the Products pursuant to your order in accordance with the applicable purchasing arrangements. It is considered as a thing. The Purchase-Related Arrangements shall include the terms and conditions in which each Provider: (i) (ii) upload to the User Portal the selling price of the Product at the Customer Portal; (ii) process payments as set forth above; to manage user payments and shipment of the Product to users. and includes.

These Terms govern any use of the Provider Portal by Provider (Authorized Users (as defined below)). (including use by). “Authorized Users” are employees, temporary workers, partners, members and subcontractors who are engaged solely in the performance of work for Provider and who are designated by Provider to us for the purpose of issuing Provider Portal login credentials. means.

By logging into, accessing, and using the Provider Portal, Provider agrees to these Terms on behalf of itself and its Authorized Users. Provider and each of its Authorized Users: Each of you represents and warrants that you have the authority to agree to these Terms. Provider and her Authorized Users may use the Provider Portal only for lawful purposes and in accordance with these Terms. If you do not agree to these Terms, Provider or its Authorized Users may not log in to, access, or use the Provider Portal.

We may change these Terms from time to time. The revised terms will become effective when the revised version of these terms is posted on our website or on the effective date and time separately designated by our company. Provider's continued use of the Provider Portal after such revised version is posted shall constitute Provider's acceptance and agreement to such changes.

Except as expressly permitted by these Terms, Provider shall not engage in the acts set forth in each of the following items, and shall not permit its Authorized Users to engage in such acts.
(a) access and use MARLO in any manner or for any purpose not described in or contemplated by the instructions and user manuals we may provide from time to time;
(b) copy, modify, create derivative works or improvements of MARLO;
(c) Renting, leasing, lending, selling, sublicensing, assigning, distributing, publicizing, or transferring MARLO to a third party, or making it available for use by a third party.
(d) Reverse engineer, disassemble, decompile, decode, or adapt all or any part of MARLO, or otherwise derive or gain access to the source code of MARLO, or attempt to do any of the above.
(e) circumvent, circumvent or violate any security measures, license keys or safeguards used by us or incorporated into MARLO, or make any use outside or different from that contemplated by these Terms; access and use MARLO using any means that
(f) enter, upload, transmit or otherwise provide to or through MARLO any information or material that is unlawful or harmful, or obtain or facilitate unauthorized access to any computer system or data or provide any means to authenticate access thereto; Enter, transmit, or use any computer software, code, or other instructions designed to circumvent, destroy, disable, interfere with, or impair the performance of any computer software, code, or other instructions intended to circumvent, destroy, disable, interfere with, or impair the performance of any computer software;
(g) use MARLO for any unlawful, malicious, fraudulent, harassing, or other purpose prohibited by these Terms;
(h) use any computer code, data mining software, "robots," "bots," "spiders," "scrapers," or the like to monitor or copy any data or content displayed on or accessed through MARLO; Use any automatic device, program, algorithm or method, or manual process, to perform any process or function.
(i) infringe, misappropriate or otherwise violate the intellectual property, contractual or other rights of any third party or in any way or for any purpose that violates applicable law; accessing and using MARLO, including, without limitation, alteration, destruction or disclosure, or unauthorized or unlawful use or disclosure of personal information).
(j) repost our content or other content obtained from MARLO on other websites or display such content using inline links or other links without our permission;
(k) introduce viruses, spyware or other malicious code to MARLO, or take any other action that may disrupt, interfere with, or otherwise harm MARLO;
(l) (i) for the purpose of analyzing, comparing or benchmarking MARLO against third party products, services or software (if such analysis, comparison or benchmarking is provided to one or more third parties; or (ii) access or use MARLO for the purpose of developing, providing, or using products, services, or software that are competitive with MARLO.

Provider's access to the Portal is password protected. Provider determines and controls Authorized Users' access to the Portal, Authorized Users' access to and use of the Portal, assigns related information to Authorized Users, including passwords, and ensures that passwords are kept confidential. shall be responsible for Provider shall grant access rights only to Authorized Users who use the Portal on its behalf, and shall only share with Authorized Users the minimum information necessary for such use. will do.

Provider is solely responsible for its actions in connection with its use of MARLO, whether through its own actions or through its Authorized Users. Provider represents, warrants, and agrees on behalf of itself and its Authorized Users that it is responsible for the matters set forth below.
Provider shall also contact MARLO Customer Support in the event of a cybersecurity incident.
(i) Comply with all applicable laws and regulations, including the Act on the Protection of Personal Information (Act No. 57 of 2003; hereinafter referred to as the "Personal Information Protection Act"), and related regulations or guidelines.
(ii) in sending communications to you and providing our Products pursuant to the Purchase Arrangements, whether in written, oral or electronic form, we comply with all applicable laws and regulations (such as the Privacy Act, the Specified Commercial Transactions Act; (Including Act No. 57 of 1975) and Act on Proper Transmission of Specified E-mail (Act No. 26 of 2002) and provider's privacy policy and other personal information. Obtain, or have obtained, all user and customer consents required based on published matters regarding information handling.
(iii) failure to obtain and maintain appropriate consents (including failure to re-obtain consent when required) or failure to provide opt-out provisions for communications to Users; Take full responsibility for the matter

Provider understands and agrees that only the number and type of Authorized Users permitted by these Terms may access and use MARLO. Provider shall be responsible for any acts or omissions of Authorized Users that, if such acts or omissions by Provider, would constitute a violation of these Terms.

Provider shall integrate Payment Accounts with our and Payment Processor platforms (“Payment Platforms”). Our payment platform handles payment account communications, transactions (including billing and refunds), balance adjustments and dispute resolution (including chargebacks) on behalf of providers (“Payment-Related Activities”). ). This activity is currently governed by Stripe's Terms of Service (https://stripe.com/legal) and Stripe Connected Account Agreement (https://stripe.com/connect-account/legal). Provider: Stripe Terms of Service and the Stripe Connected Account Agreement carefully to understand the Payment Platform and the Payment-related activities we perform on behalf of the Provider. By agreeing to these Terms, Provider agrees to be bound by the Stripe Terms of Service and the Stripe Connected Account Agreement (as may be amended by Stripe from time to time), and agrees to provide information about Provider and its business and to the Stripe You agree that we may share transaction information related to your use of the Services.

We may collect additional information (including provider personal information) to verify your payment account. Providers are solely responsible for the accuracy of the account information they provide during the registration process.

Provider shall be responsible for all uses of its Payment Account by its Authorized Users or third parties using Provider's credentials. If we incur any loss due to unauthorized use of your Payment Account using the credentials of an Authorized User or Provider, the Provider shall be solely responsible for such loss. We may, at our sole discretion and discretion, deduct such losses from Provider's payment account or request that Provider pay such losses directly to us.

Providers will be responsible to us for any disputes (including chargebacks), refunds, cancellations, taxes and penalties arising from the use of their Payment Accounts. The Company may debit and debit the Provider's payment account for payment fees and other payment processing costs, other payment amounts, and unpaid balances payable to the Payment Processor. If the balance in Provider's Payment Account becomes negative, Provider agrees that we may debit the Payment Account of Provider or pay all amounts directly to us, as determined by us. . If you accept and do not return your Product order, Provider has received payment for your Product order, but you have disputed your credit card charge or have other legitimate reasons. If, for any reason, the payment processor later debits our payment account for the same amount as the amount you paid to the provider (such amount is hereinafter referred to as the "Recharge Amount"), we will At our discretion and discretion, we may debit the Provider's Payment Account for Re-Billed Amounts or require the Provider to pay the Re-Billed Amounts directly to us.

Provider shall not use the Service (i) for any fraudulent, unlawful, or fraudulent purpose or for any abusive purpose, or in any way or intended to harm another Payment Processor's account, us, the Payment Processor, or any third party; or (ii) in any manner inconsistent with these Terms or the terms and agreements set forth by the Payment Processor identified above. We or our Payment Processor may suspend or terminate a Provider's payment account if the Provider violates these Terms.

Subject to Provider's compliance with all terms and obligations set forth in these Terms, we provide Provider and its Authorized Users with a non-transferable, non-sublicensable, non-transferable, non-sublicensable license to access and use the Provider Portal. We grant you a revocable, non-exclusive, limited right. We may, in our sole discretion, communicate with Providers and their Authorized Users via text messages, websites, applications, and e-mails (and where we may enter into a separate agreement with Providers and their Authorized Users) via text messages, websites, applications, and e-mails (and where we may enter into a separate agreement with Providers and their Authorized Users). If we loan you a device (“Device”), we will grant you remote access to the Provider Portal through the applicable tablet device (“Device”) located at the Provider's office. Even if the Company lends a tablet device to a provider, the ownership of the tablet device shall belong to the Company at all times, and the provider shall use it only in its own office for the purposes specified in these Terms. Masu. Provider also acknowledges and agrees that use of the Tablet Device constitutes acceptance of the Android Software License Agreement as set forth by Google LLC.

We may, from time to time and in our sole discretion, improve or improve any functionality of the Portal to reflect changes in laws, regulations, rules, technology, industry practices or patterns of system use or for any other reason or purpose. We may add, change or discontinue, temporarily or permanently, services or components without prior notice. We will not be liable for any damages sustained by Provider, its Authorized Users, Provider Users, or any third party arising out of or related to Provider's input of information into the Portal. In addition, the Company shall not be liable for any damages to the Provider, its Authorized Users or any third party resulting from any modification, suspension or discontinuance of any feature, product or individual component of the Portal. We are not responsible. We will not be liable if for any reason all or any part of the Portal is unavailable at any time or for any period. From time to time, we may, in our sole discretion, restrict access to parts or all of the Portal by Provider's Authorized Users to prevent unauthorized use or overload of the Portal.

Provider shall ensure that it has received the necessary licenses and licenses under applicable laws to provide and sell all Products provided to Users through the User Portal, or as otherwise permitted by law. You hereby represent and warrant to us that you have. This Portal is provided using our proprietary database systems, processes, know-how, techniques, designs, ideas, concepts and other tangible or intangible technical materials or information.
Provider shall be solely responsible for the matters set forth below.
(i) Prepare the necessary hardware and software to access and use the tablet device and provider portal over the Internet, and in order for the provider to access and use the tablet device and provider portal, To take any action that we reasonably request from the provider.
(ii) enter or provide and update information necessary for the sale of Products in the Provider Portal and other information requested by us (such as specifying in Provider's catalog the Products and prices that Provider sells);
(iii) maintain a Payment Account and pay any Payment Processor Payment Fees that we do not pay under these Terms; to pay.

Each party (hereinafter referred to as the "Receiving Party") shall handle confidential information (as defined below) disclosed by the other party (hereinafter referred to as the "Disclosing Party") in accordance with the provisions of the following items. I assume that.
(a) Except as otherwise permitted under these Terms, Receiving Party and its respective employees, consultants, contractors, agents and/or professionals (or, if Provider is Receiving Party, Provider's Authorized Users); ) shall not disclose confidential information to third parties
(b) use and permit the use of Confidential Information only for the purpose of providing MARLO or enjoying the benefits of providing MARLO (the "Purpose") in accordance with these Terms; > (c) employees, consultants and contractors of the Receiving Party who need to know or handle the Confidential Information in order to achieve the Purposes or to provide advice to the Receiving Party in connection with the Purposes; Disclosure only to agents and experts
(d) To each employee, consultant, contractor, agent or professional (including, if Provider is a Receiving Party, an Authorized User of Provider) to whom Confidential Information is disclosed by Receiving Party, at least this section. Imposing confidentiality obligations as strict as those stipulated in
(e) within a reasonable period after receiving a request from the Disclosing Party, all written and other tangible copies of Confidential Information in the Receiving Party's possession or under its direct or indirect control in accordance with such request; In this section, Confidential Information means: (i) Confidential Information (including all extracts and copies thereof) of MARLO (which is Confidential Information of the Company); (ii) information in the Disclosing Party's possession or possession that (A) is not in the public domain, and (B) that the Disclosing Party could use commercially reasonable efforts to disclose; , means information that is kept confidential.

Notwithstanding the definition of "confidential information" set forth above, if the disclosing party's confidential information falls under any of the following, such information shall be excluded from the definition of confidential information.
(i) was already known to the Receiving Party at the time of receipt of the Confidential Information and (A) is not subject to any pre-existing confidentiality obligations of the Receiving Party; and (B) the Receiving Party or Items that have not been received in violation of a confidentiality obligation previously borne by any third party (the receiving party is aware of, or has reason to know, the existence of such obligation) (ii) is in the public domain or becomes known to the receiving party without breach of any obligation of confidentiality borne by the receiving party; Information
(iii) Information received from a third party that is not under an obligation of confidentiality (the existence of which the receiving party is aware of or has reason to know); (iv) information independently developed by the Receiving Party without use of Confidential Information
(v) Information required to be disclosed by law. provided, however, that to the extent not prohibited by law, the Receiving Party: (A) provides notice to the Disclosing Party prior to disclosure (or promptly after disclosure if pre-disclosure notification is impossible or difficult) that it has received such disclosure request; and (B) provide, at the Disclosing Party's expense, reasonable assistance requested by the Disclosing Party in seeking a confidentiality order, protective order, non-disclosure, and/or similar action. shall be done.

The obligation of confidentiality under these Terms shall continue for the longer of the following periods after disclosure of each item of Confidential Information: (i) The Confidential Information continues to be a trade secret (the term shall have the same meaning as defined in Article 2, Item 6 of the Unfair Competition Prevention Act (Act No. 47 of 1993)) of the Disclosing Party; or (ii) for five years after the initial disclosure. Notwithstanding the above provisions, the Company shall, to the extent necessary to operate MARLO and otherwise provide MARLO based on these Terms, disclose confidential information of Providers to the Company's suppliers or subcontractors who provide products or services. , and may be disclosed to other third parties.

The Provider shall provide, use, process, and display "Provider Information" as defined below to the Company for the purpose of the Company providing MARLO based on these Terms and communicating with Users based thereon. You hereby grant us the right to transmit, store and retain. Provider is responsible for maintaining the accuracy, quality, integrity, legality, reliability and appropriateness of the Provider Information, as well as obtaining all rights in the Provider Information that we need to provide his MARLO. shall be solely responsible. “Provider Information” means all software, data, information, text, images, audio, video, photographs, and other content and materials provided by Provider or its Authorized Users in any format stored in MARLO. or posted or transmitted through MARLO. MARLO, our software, our other products and services, our intellectual property, and all derivative works thereof shall not be included in the definition of "Provider Information." Provider Information shall include Third Party Content brought to her MARLO by Provider or its Authorized Users. Please read our Privacy Notice (https://preferences.myalcon.com/privacy-notice) to learn how we process your personal information.

Transfer of provider information and information related to user orders outside Japan shall be subject to the data transfer provisions attached to these Terms.

We will implement and maintain commercially reasonable and appropriate security controls designed to maintain the protection, confidentiality, and integrity of Provider Data. Provider will maintain and manage its Provider account and password in strict confidence and will not share the password with any third party, either by itself or by Provider's Authorized Users. In addition, the Provider is responsible for safely managing and protecting the Provider's device used when accessing and using MARLO, and for accessing his/her MARLO using the Provider's account or password. I shall be fully responsible for all actions taken. Provider shall promptly notify the Company in writing if it suspects that its login credentials have been lost, stolen, compromised, or misused, or if it becomes aware that such an event has occurred.

Except for third party intellectual property rights and the rights granted to Provider in these Terms, MARLO and the Portal and all of their components (including all materials, intellectual property, Company assets and other related assets) (including, but not limited to) (hereinafter collectively referred to as "MARLO Components, etc."), all rights, title, and interest belong to the Company. We further reserve the right to any suggestions, ideas, improvements, feedback, recommendations, or other information provided by Providers or Authorized Users regarding the Portal ("Feedback"). All right, title and interest in and to the Feedback shall be assigned to us. Even if the Company develops, improves, adds functions, or modifies the Company's products or services based on feedback, etc. provided by the Provider (hereinafter referred to as "Feedback-derived development, etc."), the Provider shall be responsible for the feedback received from the Provider. We confirm that all intellectual property rights and all other rights worldwide related to origin development, etc. belong to our company.

Provider acknowledges and agrees that MARLO and this Portal are each provided under license from the Company and are not sold. Provider may not reproduce, distribute, or transmit any MARLO Components without our prior written consent. Provider is only granted the right to use MARLO in the manner and for the purposes expressly set forth in these Terms, subject to all conditions and restrictions under these Terms. By using MARLO based on this website, you do not acquire any ownership rights, intellectual property rights, or other rights related to MARLO or its components.

We facilitate the operation of MARLO, respond to service requests from providers and users, and detect and protect against threats to the functionality, security, integrity, and availability of MARLO and the content, data, or applications provided on MARLO. monitor MARLO and the Portal in order to detect and address illegal activities or violations of these Terms. Our monitoring tools do not collect or store provider information obtained or entered in MARLO. However, this does not apply if collecting or storing Provider Information is necessary for the above purposes. The information that our monitoring tools collect (excluding provider information) also helps us address deficiencies in our products and services and helps us manage our portfolio of products and services. Also used as: In addition, we may (i) collect technical, statistical, usage, and other information regarding the performance, operation, and use of MARLO for license management purposes; and (ii) for security and operational management purposes. data obtained from MARLO may be used in aggregated form for the purpose of conducting statistical analyzes of the Masu). MARLO Analytics does not incorporate Provider Information or Confidential Information in a manner that could identify Provider or any individual. We reserve all rights to the MARLO Analysis.

We, either ourselves or through third-party service providers, collect information about access to and use of the Portal (regardless of who is using the Portal). This information may include the type of computer and its operating system used to access the Portal, its browser, the accessing IP address and other location data, as well as the date and time of login, access and use, and the login credentials used. This includes, but is not limited to, information and actions taken within this portal (collectively referred to as "Log Data"). We may collect, use, retain and disclose any Provider Information and Log Data in accordance with these Terms and our Privacy Policy (https://preferences.myalcon.com/privacy-notice/) .

Each party may, at any time and with or without cause, upon written notice to the other party: (i) we may terminate Provider's access to and use of the Portal; and (ii) Provider may terminate your access to and use of this portal. If we terminate your access to and use of the Portal for any reason other than a violation of these Terms by Provider or an Authorized User, we will reimburse Provider for any received and unused usage fees for such termination. We will refund the amount calculated on a daily basis based on the remaining term of your membership at the time. If your access to and use of the Portal is terminated pursuant to (i) or (ii) above, Provider shall discontinue use of the Tablet Device and/or Stripe Device and promptly dispose of it in accordance with the method determined by the Company. shall be returned to.

We may, in our sole discretion, do the following for a period of one year from the date of termination of his use of MARLO by Provider (the "User Consideration Period"): I assume that you can. (1) continue to maintain and grant Providers access to the Provider Portal; and (2) maintain each Subscriber's information entered into MARLO for Subscribers who have purchased Products on MARLO from Providers. (3) process payments for customers who have purchased Products from MARLO-registered providers; The provider (or a person who has inherited the rights with our permission) maintains the Stripe account and the bank account linked to the company's Stripe Connect account, and handles charges such as Stripe payment fees and charges from the company. So long as you timely pay amounts, (i) we will continue to remit to Provider any amounts due by you to Provider under these Terms, and (ii) Provider will continue to have access to the Provider Portal. shall be able to do so.

The relevant provisions of these Terms shall continue to apply to both parties during the User Consideration Period specified above. In the cases set forth in each of the following items, these Terms shall immediately terminate with respect to the Provider. (i) Provider's User is no longer registered in the Provider Portal at the time Provider terminates his use of MARLO; or (ii) Provider no longer lists Products and Prices in Provider's Catalog. or (iii) the User Consideration Period ends.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, (a) WE PROVIDE THE PORTAL TO PROVIDER WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND (b) ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. , all conditions, representations and warranties of any kind whatsoever, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title or non-infringement of third party rights. ) are disclaimed by us and our licensors to the fullest extent permitted by applicable law. In addition to the above, except as expressly provided in these Terms, we do not warrant that the Portal will be uninterrupted or error-free, will operate in conjunction with certain hardware, software, or other systems, or will be free from viruses or other harmful We do not guarantee that it does not contain any components.

To the maximum extent permitted by law, Provider agrees to indemnify and hold harmless the Company, its We will defend, hold harmless, and indemnify our directors, officers, agents, and employees.

In any event, the total amount of damages that we may incur arising out of or in connection with these Terms (including any liability for damages arising from your failure to complete your orders or shipments accurately or in a timely manner) will be Up to the amount paid by Provider to us for MARLO in any 12 month period, and in no event will we and/or our licensors agree to the terms and conditions of these Terms (including the use or inability to use the Portal) compensation for indirect, special, incidental, consequential, and punitive damages (including but not limited to loss of data, loss of revenue, or loss of profits) arising out of or in any way related to (including, without limitation, damages for loss) or for any content obtained from or through the Portal, or for any interruptions, inaccuracies, errors or omissions in the Content. This shall apply even if the party against whom damages are sought or the party's licensor has been advised of the possibility of such damages in advance.

Provider may not transfer its rights or obligations under these Terms or any contractual status established between it and the Company based on these Terms. If there is a change in control of the Provider due to organizational change, etc., the transfer prohibited above will be deemed to have occurred based on the interpretation of these Terms. These Terms shall be governed by and construed in accordance with Japanese law. The Company and the Provider shall be responsible for all disputes arising out of or relating to the negotiation, conclusion or performance of these Terms or the Purchase-Related Arrangements (whether in or relating to the Purchase-Related Arrangements or to induce use of the Portal). We agree that the Tokyo District Court shall be the exclusive court of first instance with respect to any claims or actions based on, arising out of, or related to the representations or warranties provided by the Company. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be construed to reflect, as nearly as possible, the intent of the invalid or unenforceable provision, and any other remaining provisions shall be interpreted to reflect, as nearly as possible, the intent of the invalid or unenforceable provision. All provisions shall remain in full force and effect. If either party fails to enforce performance of any provision of these Terms or take action in response to a breach of these Terms by the other party, the failure of either party to subsequently enforce any term of these Terms or any similar breach; shall not be deemed a waiver of either party's right to take any corresponding action with respect to. The provisions of Article 7 shall continue to be valid in accordance with the conditions set forth in the same article even after the contract between the Company and the Provider based on these Terms is terminated due to cancellation or expiration of the term. , and the provisions of Sections 10, 11, 13, 14, 15 and 16 shall continue indefinitely.

"Applicable Laws and Regulations" means any laws, statutes, declarations, orders, directives, legislative actions, decisions that are applicable to the parties to this Agreement and that apply to the parties' obligations regarding information protection and privacy protection. , an ordinance, regulation, rule or other binding order (including any amendment to or successor to any legislation and/or regulation).
"Data transfer source" means the party to which personal data is transferred or re-transferred directly from one country to another.
"Data transfer destination" means a company that receives personal data from the data transfer source and brings it into Japan when personal data is directly transferred or re-transferred from one country to another country. In the Transfer Clause, Alcon Vision, LLC and Alcon Laboratories (India) Pvt. Ltd. and third parties authorized by the above companies are included.
In the event that a data transfer source directly transfers or re-transfers personal data to a data transfer destination, both parties agree that the data transfer provisions set out in this Exhibit (hereinafter referred to as the "Transfer Terms") supersede these Terms. I agree that the terms and conditions apply.

1. Obligations of the data transfer source
   
   1. The data transfer source shall ensure that personal data is processed and transferred to the data transfer destination in accordance with applicable law. Where required under applicable law, the data transfer source shall notify the person whose personal data relates (hereinafter referred to as the "data subject") and obtain any necessary consent, unless otherwise agreed by the parties.
   2. The Data Transferee shall ensure that the personal data transferred is accurate and complete to the extent necessary for the Data Transferee to process the Personal Data as contemplated in these Terms. do.
   3. The data transfer source shall take appropriate technical and operational measures to ensure the confidentiality, integrity and security of personal data during the process of transmitting the personal data to the data transfer destination. shall be.
   4. Unless the parties agree otherwise in writing, the data transfer source shall be responsible for receiving inquiries regarding the processing of personal data from the data subject or the supervisory authority (requests by the data subject to exercise rights regarding personal data or requests from the supervisory authority) in accordance with applicable law. (including requests for audits or inspections of property or information owned or controlled by the data transfer source). The data transfer source shall respond to such inquiries or requests within a reasonable time and in accordance with applicable law.
2. Obligations of data transfer destination
   
   1. The Data Transferee shall process Personal Data in accordance with the Data Transferee's instructions and for the purposes set out in these Terms, unless the parties have otherwise agreed in writing in accordance with applicable law.
   2. In the event that personal data is processed that does not comply with the contents of these Terms, the data transfer destination shall promptly notify the data transfer source of such processing.
   3. The data transfer destination shall limit access to personal data to those individuals who reasonably need access to process the personal data. The data transferee shall transfer the personal data received from the data transferee to other parties without prior written notice to the data transferee and without giving the data transferee a reasonable opportunity to object. It shall not be re-disclosed or re-transferred to any person, third party or supervisory authority. The Data Transferee shall provide assistance if requested by the Data Transferee in connection with the intended disclosure, including assistance aimed at preventing disclosure to the extent permissible under applicable law. We shall take reasonable measures to comply with the above. However, the data transferee may disclose or transfer personal data to subprocessors in accordance with these Terms and applicable laws and regulations.
   4. Prior to disclosing or transferring personal data to a third party (including sub-processors), the data transfer destination shall ensure that the data transfer destination is aware of the obligations that the data transfer destination has to the data transfer source. They must impose consistent obligations and be bound by those obligations.
   5. The data transfer destination shall take appropriate measures to ensure the confidentiality, integrity, and security of personal data held or controlled by the data transfer destination, including but not limited to those in storage. Take technical and operational measures.
   6. If the data transfer destination receives an inquiry or request from a data subject regarding personal data transferred by the data transfer source, the data transfer destination shall promptly contact the data transfer source and make inquiries. Unless the parties agree otherwise in writing, and to the extent permissible under applicable law, the data transferee will respond to any inquiries or requests from the data subject by responding to the data transferor's inquiries or requests. No further action shall be taken other than notifying the data subject that the request has been brought to their attention.
   7. The Data Transferee shall, upon reasonable request from the Data Transferee, transfer the Data during normal business hours for the purpose of auditing or evaluating the Data Transferee's compliance with Applicable Laws and Regulations or these Terms. Access to data processing facilities, data files, and documents shall be granted in a manner that does not unreasonably interfere with the operations of the data processing facilities, data files, and documents.
   8. The Data Transferee shall promptly notify and consult with the Data Transferee regarding any supervisory authority investigation into the processing of Personal Data, unless expressly prohibited by applicable law. .
   9. The Data Transferee shall promptly provide reasonable assistance to the Data Transferee upon request to enable the Data Transferee to comply with its obligations under Applicable Law.
   10. The data transferee shall be trained and supervised by the data transferee regarding the processing of personal data by the data transferee in compliance with applicable law.
3. Additional provisions
   
   1. This Transfer Clause shall be construed in accordance with Japanese law.
   2. In the event of a conflict between these Transfer Terms and any applicable law, the applicable law shall prevail. In the event of a conflict between this Transfer Clause and any other provision of these Terms, this Transfer Clause shall prevail.
   3. In the event that the Data Transferee breaches any of its obligations under these Transfer Terms or applicable law, the Data Transferee shall not be liable until such breach is remedied or under these Terms (or any portion thereof affecting the Data Transferee's data processing operations). The transfer of personal data to the data transfer destination may be temporarily suspended until the end of the transfer of personal data.
   4. If compliance with these Transfer Terms or any applicable law applicable with respect to the transfer of Personal Data would cause either party to violate any applicable law, that party shall notify the other party in writing. do. The parties will, in good faith and to the extent commercially reasonable, modify the processing or transfer of Personal Data in order to lawfully continue the transfer and processing of Personal Data under these Terms. If such modification is not commercially practicable, affected parties may terminate these Transfer Terms as provided in these Terms.
4. Individual Remedies
   
   1. If applicable law provides a data subject with the right to request performance of this Transfer Clause as a third-party beneficiary, the parties agree that this Transfer Clause supports that right of the data subject under such applicable law. You agree to do so.
   2. The Parties agree that the data subject shall comply with the provisions of Sections 1(a) and (d) of these Transfer Terms with respect to the Data Transferee and with respect to the Data Transferee with respect to Section 2. You agree that we may each request performance of paragraph (e).
   3. The data subject shall be responsible for any breach of these Transfer Terms by the data transferee or data transferee, as provided for in applicable law or, if such law does not refer to the proportion of the compensation liability. Subject to the written sharing of costs, liability or indemnification between the parties under the Terms, compensation shall be equally available from both parties.