TERMS OF USE

ARTICLE 14 - LIMITATION OF LIABILITY AND INDEMNIFICATION

14.1. EXCLUDED DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PARTIES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, PUNITIVE, OR MULTIPLE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR LOSSES.

14.2. LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE COMPANY PARTIES ARISING OUT OF OR RELATING TO THE SERVICES, PRODUCTS, ORDERS, COMMUNICATIONS, USER CONTENT, SUPPLEMENTAL TERMS, OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO THE APPLICABLE SELLER OF RECORD FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) USD $100.

14.3. Essential Basis of Bargain. The limitations in this Article apply even if any remedy fails of its essential purpose and even if a Company Party knew or should have known of the possibility of damages. These limitations form an essential basis of the bargain between you and the Company Parties.

14.4. Mandatory Liability Carveouts. Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence where applicable, fraud, fraudulent misrepresentation, intentional misconduct, gross negligence where non-available, mandatory product liability, statutory consumer guarantees, recall obligations, or other non-available rights under Applicable Law.

14.5. Customer Indemnification. To the fullest extent permitted by Applicable Law, you shall indemnify, defend, and hold harmless the Company Parties from claims, losses, liabilities, damages, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to your breach of these Terms, misuse of the Services, User Content, inaccurate Prescription information, violation of Applicable Law, unauthorized resale or export, or violation of another person’s rights.

14.6. Consumer Indemnity Limitation. The indemnity in Section 14.5 applies to Consumers only to the extent permitted by Applicable Law and shall not be construed to waive non-available consumer rights or impose indemnity obligations prohibited by mandatory consumer law. It applies fully to Business Users unless prohibited by Applicable Law.

14.7. Release. You release the Company Parties from claims arising from third-party conduct, third-party services, carrier delays, customs actions, unauthorized account access not caused by the Company’s breach of mandatory duties, and disputes between you and another User or third party, except to the extent a claim cannot lawfully be released.

14.8. Allocation by Contracting Entity. Liability, if any, is allocated to the Contracting Entity responsible for the relevant function giving rise to the claim, subject to Applicable Law. No Company Party assumes liability for another Company Party solely by brand affiliation or operational coordination.

14.9. Survival. This Article survives termination of these Terms, Account closure, Order completion, Product delivery, return processing, warranty processing, and discontinuation of any Service.

ARTICLE 15 - DISPUTE RESOLUTION

15.1. Covered Disputes. This Article governs any dispute, claim, action, controversy, or proceeding arising out of or relating to the Services, Products, Orders, Accounts, Communications, User Content, Supplemental Terms, privacy notices to the extent contractually arbitrable, or these Terms, whether based in contract, tort, statute, warranty, consumer protection, privacy, equity, fraud, misrepresentation, negligence, strict liability, or any other legal theory.

15.2. Informal Resolution. Before initiating arbitration or litigation, the party asserting a dispute must provide written notice describing the claim, requested relief, and factual basis. The parties shall attempt in good faith to resolve the dispute informally for at least sixty days after receipt of notice, unless emergency relief, small claims relief, or Applicable Law permits or requires a different process.

15.3. Arbitration Agreement. Except for claims that qualify for small claims court, claims seeking public injunctive relief to the extent non-available, claims that cannot lawfully be arbitrated, or claims for equitable relief relating to intellectual property, security, or unauthorized access, you and the Company agree that disputes shall be resolved by binding individual arbitration. Arbitration shall be administered by the American Arbitration Association under its Consumer Arbitration Rules, or by JAMS under its applicable consumer rules if AAA is unavailable or declines administration. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement to the maximum extent permitted by law.

15.4. Arbitration Procedures and Fees. Unless the parties agree otherwise, arbitration may be conducted remotely, by telephone, by video conference, on written submissions, or in the county or jurisdiction where you reside, as determined by the arbitrator or provider rules. The Company will pay consumer arbitration fees to the extent required by provider rules or Applicable Law. Each party bears its own attorneys’ fees unless a fee-shifting statute, provider rule, arbitrator order, or Applicable Law provides otherwise.

15.5. Class Action Waiver. Arbitration shall proceed on an individual basis. You and the Company waive the right to participate in a class action, collective action, consolidated action, representative action, private attorney general action, or class arbitration to the fullest extent permitted by Applicable Law. The arbitrator may award relief only for the individual claimant and only to the extent necessary to provide relief warranted by that claimant’s individual claim. TO THE ECTENT PERMITTED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSURE DISPUTE ON A CLASS-WIDE BASIS; THAT IS, EITHER TO JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE, IN ANY LAWSUIT, ARBITRATION OR OTHER PRECEEDING.

15.6. Mass Arbitration Procedures. If twenty-five or more similar arbitration demands are asserted against the Company Parties by or with the assistance of the same or coordinated counsel or organizations within a 180-day period, the parties shall follow the mass arbitration procedures in any applicable provider procedures designed to promote efficient, fair, and individualized adjudication. Mass arbitration procedures may include batching, staged filing fees, bellwether proceedings, mediation, sequencing, and administrative conference procedures, subject to provider rules and Applicable Law.

15.7. Small Claims and Public Injunctive Relief. Either party may bring an individual claim in small claims court if the claim qualifies and remains in such court. Nothing in this Article prevents a party from seeking public injunctive relief where the right to seek such relief cannot be waived under Applicable Law.

15.8. JURY TRIAL WAIVER. YOU AND THE COMPANY WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE NOT SUBJECT TO ARBITRATION OR FOR WHICH THE ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE. This waiver is independent of the arbitration agreement and survives any invalidation of the arbitration agreement to the extent permitted by Applicable Law.

15.9. Time Limitation. Any claim must be brought within one year after the claim accrues, unless a longer period is required by Applicable Law. This limitation does not shorten any limitation period that cannot lawfully be shortened, including mandatory consumer, product liability, personal injury, privacy, regulatory complaint, or statutory warranty claims.

15.10. Equitable Relief and Survival. The Company may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, confidential information, platform security, user safety, data security, fraud controls, sanctions compliance, or unauthorized access. This Article survives termination, Account closure, Order completion, Product delivery, and any modification of these Terms.

15.11. Opt-Out of Mandatory Arbitration, Class Action Waiver, and Jury Trial Waiver. You may opt out of Article 15 by sending a written opt-out notice via email to [market@vooglam.com] or imput the online form through https://www.vooglam.com/dispute-resolution-application within thirty [30] days after the date you first use of Service following the effective date of this Terms. The opt-out notice must: (a) clearly state that you are opting out of the mandatory arbitration provision, class action waiver, and jury trial waiver contained in these Terms and Conditions; (b) identify these Terms and Conditions and state the date you accepted them; (c) include your full legal name, the email address associated with your User Account, and your current mailing address; and (d) be signed by you (e.g., an electronic signature or your typed full legal name). No other method may be used to opt out of these sections. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of their legal authority to act on your behalf (e.g., a power of attorney or other written authorization signed by you). If you validly opt out of these sections, the Company will not be bound by them with respect to disputes with you, and any disputes will be resolved in accordance with Section 15.12.

15.12. CHOICE OF LAW; JURISDICTION AND VENUE. These Terms and Conditions shall be construed in accordance with the laws of the State of New Jersey without regard to its conflict of laws rules. Any legal proceedings against us that may arise out of, relate to, or be in any way connected with our Services or these Terms and Conditions shall be subject to Mandatory Arbitration as set forth in Section 14 and, if arbitration does not apply, brought exclusively in the state or federal courts of New Jersey. We each waive any jurisdictional, venue, or inconvenient forum objections to such courts.

ARTICLE 16 - REGULATORY AND PRODUCT COMPLIANCE

16.1. General Compliance Framework. The Company endeavors to operate the Services and offer Products in compliance with Applicable Law, including laws relating to consumer protection, advertising, e-commerce, prescription eyewear, medical devices, product safety, accessibility, marketing communications, privacy notices, import/export, sanctions, anti-bribery, tax, and payment processing. Regulatory obligations may vary by jurisdiction, Product type, Product claims, intended use, distribution channel, and Contracting Entity.

16.2. Prescription and Optical Compliance. Prescription Eyewear and related Products may be subject to requirements relating to prescription validity, optical processing, labeling, instructions for use, traceability, complaint handling, quality controls, adverse event handling, field correction, recall, and recordkeeping. The Company may refuse, delay, modify, or cancel Orders, update labeling, restrict markets, request additional information, issue safety notices, or take corrective action where reasonably necessary to comply with regulatory expectations or product safety obligations.

16.3. Medical Device and Product Claims. Products may be classified differently across jurisdictions, and claims that are permissible in one jurisdiction may be restricted in another. The Company may modify Product pages, packaging, labels, instructions, advertising claims, search advertising, influencer content, comparison charts, or customer service scripts to align with applicable regulatory requirements.

16.4. Consumer Protection. The Company may provide jurisdiction-specific disclosures regarding pricing, taxes, shipping, withdrawal rights, returns, warranties, conformity, complaint handling, dispute resolution, language rights, promotions, subscriptions, rewards, or automatic renewal where required. Nothing in these Terms limits mandatory consumer rights that cannot be waived.

16.5. Accessibility. The Company may provide accessibility features, alternative access methods, customer support channels, or reporting procedures as described in the Accessibility Statement. Users who experience difficulty accessing the Services may contact the Company through the designated accessibility channel. Accessibility requests, complaints, remediation steps, and communications may be documented for compliance, quality assurance, and dispute-resolution purposes.

16.6. Product Safety and Recall. The Company may collect and review complaints, returns, warranty claims, reviews, customer service records, quality records, laboratory records, and supplier records to identify product safety issues, defect trends, adverse events, field corrections, or recall needs. The Company may contact affected Customers, carriers, suppliers, laboratories, regulators, or service providers to conduct investigations, issue corrective actions, provide replacements or refunds, or satisfy legal obligations.

16.7. Export Controls and Sanctions. You shall not purchase, ship, export, re-export, transfer, divert, or use Products in violation of export controls, sanctions, customs laws, import restrictions, or anti-diversion rules. The Company may screen Users, Orders, payment methods, shipping destinations, and transactions for sanctions, export control, customs, fraud, and trade-compliance purposes and may refuse, cancel, block, or suspend any transaction presenting legal or compliance risk.

16.8. Anti-Bribery and Improper Use. You shall not use Products, invoices, discounts, rewards, credits, reimbursements, or documentation provided through the Services for bribery, kickbacks, fraudulent reimbursement, false insurance claims, false tax documentation, improper procurement, or any unlawful purpose.

16.9. Regulatory Cooperation. The Company may cooperate with regulators, law enforcement, courts, arbitration providers, payment networks, carriers, customs authorities, product safety authorities, consumer protection agencies, or other competent authorities where reasonably necessary to comply with Applicable Law, protect Company rights, respond to legal process, administer product safety, investigate fraud, or protect users.

16.10. Regulatory Change Management. The Company may modify, suspend, discontinue, restrict, relabel, reclassify, or localize any Product, Service, claim, feature, market, marketing program, payment option, or fulfillment procedure in response to Applicable Law, regulatory guidance, enforcement trends, platform requirements, carrier requirements, product safety issues, or internal risk controls.

ARTICLE 17 - GENERAL PROVISIONS

17.1. Integrated Interpretation Clause. This Article consolidates interpretation, integration, entire agreement, severability, assignment, waiver, notices, language, force majeure, and survival provisions to avoid duplication and preserve consistent construction across these Terms.

17.2. Interpretation. Headings are for convenience only and do not affect interpretation. References to the singular include the plural and references to the plural include the singular. References to "including" mean "including without limitation." References to "or" are not exclusive. References to statutes, regulations, rules, or legal requirements include successors, amendments, implementing measures, and replacements. Where these Terms state that the Company may exercise discretion, such discretion shall be exercised in good faith and subject to Applicable Law and non-available consumer rights.

17.3. Entire Agreement and Integration. These Terms, together with Supplemental Terms incorporated by reference, constitute the entire agreement between you and the applicable Company Parties with respect to the Services and supersede prior or contemporaneous understandings regarding the same subject matter. No oral statement, informal communication, social media post, advertisement, customer service message, help-center article, or course of dealing modifies these Terms unless expressly incorporated or executed in writing by an authorized officer of the applicable Company Party.

17.4. Severability. If any provision is held invalid, illegal, or unenforceable, the provision shall be enforced to the maximum extent permitted and the remaining provisions remain in full force. If the class action waiver or mass arbitration provisions are held unenforceable in a manner that permits class or representative arbitration, the arbitration agreement may be void as to that proceeding unless otherwise required by Applicable Law.

17.5. Assignment. You may not assign, transfer, delegate, or sublicense any rights or obligations under these Terms without the Company’s prior written consent. The Company may assign or transfer these Terms in connection with merger, acquisition, reorganization, financing, sale of assets, corporate restructuring, change in control, or transfer of the Services, provided that mandatory consumer rights are not impaired.

17.6. Waiver and Remedies. Failure to enforce any provision does not constitute a waiver. Any waiver must be in writing and signed by the party against whom it is asserted. Rights and remedies under these Terms are cumulative and not exclusive of any rights or remedies available under Applicable Law, equity, Supplemental Terms, or separate written agreement.

17.7. Notices. Notices to the Company must be sent through the contact method designated in these Terms or applicable Supplemental Terms. Notices to you may be provided through the Services, Account notice, email, postal mail, or other legally sufficient method. You are responsible for maintaining current contact information. A notice is not ineffective solely because you failed to update your contact information or because your systems filtered, blocked, or misdirected the notice.

17.8. Language and Translations. Unless a jurisdiction-specific notice states otherwise, the English-language version of these Terms controls. Translations are provided for convenience only and shall not modify the English version unless expressly identified as legally controlling in the relevant jurisdiction.

17.9. Force Majeure. The Company is not liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, labor disputes, war, terrorism, civil unrest, public health events, supply-chain disruption, carrier failure, customs delay, cyber incidents, payment network disruption, government action, regulatory intervention, or utility or internet failure. Provisions that by their nature should survive termination survive, including provisions relating to ownership, licenses, User Content, payment obligations, returns and chargebacks, disclaimers, limitation of liability, indemnification, dispute resolution, evidence records, regulatory cooperation, interpretation, and accrued rights or obligations.