EYECONIC® REFERRAL PROGRAM SWEEPSTAKES
OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED OR RESTRICTED BY LAW.

PROMOTION DESCRIPTION: The EYECONIC® REFERRAL PROGRAM SWEEPSTAKES ("Sweepstakes") begins on October 12, 2026, at 8:00AM Pacific Time (“PT”) and ends on November 8, 2026 at 11:59PM PT (the "Promotion Period").

SPONSOR AND ADMINISTRATOR: The sponsor of this Sweepstakes is Eyeconic® (“Sponsor”), an affiliate of VSP®, located at 3333 Quality Drive, Rancho Cordova, CA 95670. Talkable administers the referral platform on Sponsor's behalf ("Administrator"). By participating in the Sweepstakes, each entrant (“Entrant”) unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Sponsor, which shall be final and binding in all respects. Sponsor is responsible for the collection, submission or processing of Entries and the overall administration of the Sweepstakes. Entrants should look solely to the Sponsor with any questions, comments or problems related to the Sweepstakes.

Sponsor may be reached by email at info@eyeconic.com during the Promotion Period.

ELIGIBILITY: Open only to legal residents of the fifty (50) United States and the District of Columbia who are at least eighteen (18) years old and the age of majority in their jurisdiction of residence when they enter. Employees, officers, and directors of Sponsor, VSP, Administrator, and each of their respective parents, subsidiaries, affiliates, distributors, retailers, advertising and promotion agencies, and prize suppliers (collectively, the "Promotion Entities"), and members of their immediate families or households, are not eligible. "Immediate family" means spouse, parent, stepparent, legal guardian, child, stepchild, sibling, or stepsibling, and their respective spouses, regardless of residence. "Household member" means any person who shares the same residence for at least three months in a calendar year. The Sweepstakes is subject to all applicable federal, state, and local laws and is void where prohibited.

PRIZES:

One grand prize winner will receive one Eyeconic gift card with an approximate retail value (“ARV”) of $500.00 USD. Only one prize per person and per household will be awarded. Gift cards and gift certificates are subject to the terms and conditions of the issuer. Prizes cannot be transferred, redeemed for cash or substituted by winner. Sponsor reserves the right in its sole and absolute discretion to award a substitute prize of equal or greater value if a prize described in these Official Rules is unavailable or cannot be awarded, in whole or in part, for any reason. The ARV of the prize represents Sponsor's good faith determination. That determination is final and binding and cannot be appealed. If the actual value of the prize turns out to be less than the stated ARV, the difference will not be awarded in cash. Sponsor makes no representation or warranty concerning the appearance, safety or performance of any prize awarded. Restrictions, conditions, and limitations may apply. Sponsor will not replace any lost or stolen prize items.

The prize will be awarded only to a verified winner and delivered electronically to the email address associated with the winning Entry or by another method selected by Sponsor. Limit one (1) prize per person and household. Failure to comply with these Official Rules may result in disqualification and prize forfeiture. All federal, state and/or local taxes, fees, and surcharges are the sole responsibility of the prize winner. Failure to comply with the Official Rules will result in forfeiture of the prize.

HOW TO ENTER: During the Promotion Period, Entrants can visit the online entry form, which can be found at https://www.eyeconic.com/share.html.

Automated or robotic Entries submitted by individuals or organizations will be disqualified. Internet entry must be made by the Entrant. Any attempt by Entrant to obtain more than the stated number of Entries by using multiple/different email addresses, identities, registrations, logins or any other methods, including, but not limited to, commercial contest/sweepstakes subscription notification and/or entering services, will void Entrant's Entries and that Entrant may be disqualified. Final eligibility for the award of any prize is subject to eligibility verification as set forth below. All Entries must be posted by the end of the Promotion Period in order to participate. Sponsor's database clock will be the official timekeeper for this Sweepstakes.

WINNER SELECTION: The Winner(s) of the Sweepstakes will be selected in a random drawing from among all eligible Entries received throughout the Promotion Period. The random drawing will be conducted about one business day after the Promotion Period by Sponsor or its designated representatives, whose decisions are final. Odds of winning depend on the number of eligible Entries received. The potential winner is not a winner unless and until Sponsor verifies eligibility and compliance with these Official Rules.

WINNER NOTIFICATION: Sponsor will attempt to notify the potential winner at the email address supplied with the Entry approximately five (5) to seven (7) days after the drawing. Potential Winner must accept a prize by email as directed by Sponsor within 48 hours of notification. Sponsor is not responsible for any delay or failure to receive notification for any reason, including inactive email account(s), technical difficulties associated therewith, or Winner’s failure to adequately monitor any email account.

If a notification or prize is returned as undeliverable, the potential winner does not timely respond, the potential winner is ineligible or noncompliant, or the potential winner declines the prize, the prize may be forfeited, and Sponsor may select an alternate potential winner by random drawing from the remaining eligible Entries. Sponsor may repeat this process until the prize is awarded or, after a reasonable number of attempts, leave the prize unawarded if permitted by law. Acceptance of the prize constitutes permission for Sponsor and its designees to use the winner's name, city and state, likeness, voice, and prize information for advertising, publicity, and promotional purposes in any media without additional compensation, notice, or approval, except where prohibited by law.

The potential prize winner may be required to sign and return an affidavit of eligibility and release of liability, and a Publicity Release (collectively "the Prize Claim Documents"). No substitution or transfer of a prize is permitted except by Sponsor.

PRIVACY: Any personal information supplied by you will be subject to the privacy policy of the Sponsor posted at https://www.eyeconic.com/privacy-statement.html or https://www.eyeconic.com/washington-privacy-policy.html for Washington residents. By entering the Sweepstakes, you grant Sponsor permission to share your email address and any other personally identifiable information with the other Sweepstakes Entities for the purpose of administration and prize fulfillment, including use in a publicly available Winners list.

RELEASE AND LIMITATION OF LIABILITY: To the fullest extent permitted by law, each Entrant agrees to release, defend, indemnify, and hold harmless the Promotion Entities and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Released Parties") from claims, losses, liabilities, damages, injuries, costs, and expenses arising out of or relating to participation in the Sweepstakes, acceptance, possession, use or misuse of the prize, or any permitted use of the winner's publicity rights, including claims based on personal injury, death, property damage, privacy, publicity, defamation, or infringement. This release does not apply to liability that cannot lawfully be waived or to a Released Party's gross negligence or willful misconduct.

The Released Parties are not responsible for: incorrect or inaccurate information; unauthorized access to, loss, destruction, or alteration of Entries; late, lost, incomplete, misdirected, garbled, corrupted, or undeliverable Entries or communications; equipment, software, network, platform, internet, or transmission failures; human, printing, typographical, technical, or other errors; or injury or damage to any device resulting from participation. To the fullest extent permitted by law, the Released Parties will not be liable for indirect, incidental, consequential, exemplary, special, or punitive damages arising from the Sweepstakes. Nothing in these Official Rules limits any nonwaivable consumer right or remedy.

GENERAL CONDITIONS. Sponsor may disqualify any person who tampers with the entry process or operation of the Sweepstakes, acts disruptively or unsportsmanlike, violates these Official Rules, or attempts to defraud Sponsor or another person. Any attempt to deliberately damage a website or undermine the legitimate operation of the Sweepstakes may violate civil or criminal law, and Sponsor reserves the right to seek damages and other remedies to the fullest extent permitted by law. If fraud, technical failure, force majeure, public-health event, legal or regulatory change, or another cause beyond Sponsor's reasonable control impairs the integrity, security, administration, or proper operation of the Sweepstakes, Sponsor may suspend, modify, or terminate the Sweepstakes. If terminated, Sponsor may award the prize by random drawing from eligible, non-suspect Entries received before the impairment, if feasible and lawful. Sponsor's failure to enforce any provision is not a waiver. If any provision is held invalid or unenforceable, the remaining provisions remain in effect.

THIRD-PARTY PLATFORMS. If the Sweepstakes is promoted or an Entry is shared through a social-media or messaging platform, the Sweepstakes is not sponsored, endorsed, administered by, or associated with that platform. Entrants release each such platform from claims arising out of the Sweepstakes and must comply with the platform's terms and policies.

DISPUTES AND GOVERNING LAW. Except where prohibited, Entrant agrees that: (a) any dispute, claim, or cause of action arising out of or connected with the Sweepstakes or prize will be resolved individually, without resort to any form of class, collective, or representative action; (b) any claim will be brought exclusively in the state or federal courts located in Sacramento County, California, and Entrant consents to their jurisdiction; (c) California law governs, without regard to conflict-of-law principles; and (d) any recovery is limited to actual out-of-pocket costs incurred in entering the Sweepstakes, and Entrant waives any right to attorneys' fees and to indirect, incidental, consequential, exemplary, special, or punitive damages. This section does not deprive an Entrant of any protection that cannot be waived under the law of the Entrant's state of residence.

WINNER LIST/OFFICIAL RULES: These Official Rules will be available at https://www.eyeconic.com/share.html during the Promotion Period. To request the winner's first name, last initial, city, and state, email info@eyeconic.com with the subject line "Eyeconic Referral Program Sweepstakes Winner List" no later than December 31, 2026. The winner list will be available after the winner is verified. A mailed request and self-addressed stamped envelope are not required.

SPONSOR: Eyeconic®, 3333 Quality Drive, Rancho Cordova, CA 95670 – info@eyeconic.com

ADMINISTRATOR: Talkable – platform@talkable.com

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EYECONIC OFFER TERMS

EFFECTIVE DATE: January 27, 2026

Thank you for participating in the Eyeconic® Offer Referral Program (the “Program”). The Program allows users (“Advocates”) to share an offer (“Offer”) with friends (“Friends”) through a personalized referral link. Subject to these Offer Terms, Advocates and Friends may obtain a promotional code (“Reward”) that can be redeemed on the Eyeconic website.

Terms

• By participating in the Program, you, as an Advocate or Friend (collectively, “You”), agree to these Offer Terms with Eyeconic. Your participation is also subject to the Talkable Referral Program Terms of Service, which are entered into between You and Curebit Inc. d/b/a Talkable (“Talkable”).

Offer Details & Restrictions

• Terms
• The Offer is valid for one pair of prescription or non-prescription glasses or sunglasses with a minimum retail value of $200 and up.
• The Offer is not valid on contact lenses.
• The referral link must be accessed within thirty (30) days of receipt to obtain a promo code.
• Once a promo code is issued, the Offer must be redeemed no later than April 15, 2027.
• The Offer may be combined with vision insurance benefits but may not be combined with any other promotional discounts or codes.
• Brand Exclusions. This promotion is not valid on the following frame brands: Converse, Indi, OTIS+GREY, Raycers, and Smart Staples (collectively, the “Excluded Brands”). Purchases of Excluded Brands are ineligible for promotional discounts under this offer.
• Insurance Coordination. Promotion may not be combined with vision insurance benefits for certain products or frames. In the event of a conflict between insurance pricing and promotional pricing, the applicable discount may not be applied. Eyeconic reserves the right to apply either insurance benefits or promotional discounts, but not both, where system or pricing limitations prevent combined application.
• System Limitations. Due to system constraints, certain combinations of products, brands, and/or insurance benefits may prevent this promotion from applying as intended. In such cases, the promotion will not be applied.

Insurance Limitation

• The Offer applies only to the retail portion of a transaction and may not be used to reduce any insurance-required copayments, deductibles, or other patient financial responsibility. Where prohibited by applicable law or by the terms of a vision or health plan, the Offer will not apply to any insured portion of a transaction.
• The Offer is applied prior to the application of vision benefits.
• The Offer does not apply to insurance copayments.
• The Offer is not valid on prior purchases or purchases made after the expiration date.
• The Offer is non-transferable and may not be redeemed for cash or gift cards.
• Any refunds will reflect the discounted purchase price.
• The Offer does not apply to taxes, shipping, or other applicable fees.
• The Offer is available only on the Eyeconic online store for orders shipped within the United States.
• Eyeconic reserves the right to limit the number of Offers issued or redeemed in order to prevent fraud, abuse, or unintended use of the Program.

Referral Program Mechanics

• Friends who use a valid referral link may receive a Reward upon completing a qualifying purchase (“Qualifying Purchase”), which may be subject to a minimum spend requirement.
• When a Friend completes a Qualifying Purchase using an Advocate’s referral link, the Advocate will receive a Reward for future use on Eyeconic.
• Friends must be new customers to Eyeconic to qualify for a Reward.
• Advocates may earn up to thirty (30) Rewards within a thirty (30) day period and no more than one thousand (1,000) Rewards in total.
• Advocates may earn only one (1) Reward per referred Friend, regardless of the number of purchases made by that Friend.
• Rewards may not be combined with other promotional codes in a single order.
• Advocates may not refer themselves or create multiple accounts to generate Rewards.
• Eyeconic reserves the right to review and approve all qualifying transactions and Rewards in its sole discretion.

Referral Disclosure Requirements

• Advocates must clearly and conspicuously disclose, in any communication that includes a referral link, that they may receive a reward or incentive from Eyeconic if a Friend makes a purchase using that link.
• Such disclosure must appear in the same communication as the referral link, be clear, prominent, and not misleading, and comply with applicable Federal Trade Commission (FTC) endorsement and testimonial guidelines.
• Eyeconic may include standardized disclosure language within referral templates, emails, SMS messages, or social sharing tools to support compliance.

Communications Compliance (Email & SMS)

• Referral communications may be facilitated by Eyeconic or its service providers on behalf of an Advocate.
• All communications sent through the Program will clearly identify Eyeconic as the sender or facilitator, include required disclosures and opt-out mechanisms where applicable, and comply with applicable laws, including the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA).
• Advocates are responsible for ensuring that they have appropriate consent before sending referral communications, particularly for SMS or other direct messaging channels, and agree not to send unsolicited or automated messages in violation of applicable law.

Fraud, Abuse & Program Integrity

• Eyeconic may impose limits on sharing frequency, Reward issuance, or participation in the Program.
• Eyeconic reserves the right, in its sole discretion, to withhold, deny, cancel, or revoke any Reward, disqualify any participant from the Program, and recover Rewards that were issued in error or obtained through fraudulent, abusive, or improper activity.

Data Privacy

• By participating in the Program, You acknowledge that personal information (such as name and email address) may be collected and processed by Eyeconic and its service providers, including Talkable, for the purposes of administering the Program, delivering Rewards, and facilitating referral communications.
• Such information will be handled in accordance with Eyeconic’s Privacy Policy and applicable data protection laws.
• Talkable acts as a service provider to Eyeconic and is not permitted to use personal information collected through the Program for its own independent marketing purposes.

General Terms

• Eyeconic reserves the right to refuse to issue or redeem a Reward at any time. Eyeconic may modify, suspend, or terminate the Program or any Offer at any time without prior notice, subject to applicable law.
• Offers may not be applied retroactively to prior purchases and are not redeemable for cash. Participants who initially engage as Friends may become Advocates if they share referral links.
• These Offer Terms are solely between You and Eyeconic.
• Talkable provides technology services that enable participation in the Program but does not control Offer terms, Reward decisions, or fulfillment. To the maximum extent permitted by law, Talkable is not responsible for the administration or operation of the Program.
• If You wish to opt out of the Program, You may contact support@talkable.com.
• TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALKABLE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM PARTICIPATION IN THE PROGRAM, INCLUDING THE INABILITY TO OBTAIN OR REDEEM REWARDS.

TALKABLE REFERRAL PROGRAM

TERMS OF SERVICE

EFFECTIVE DATE: Jan 27, 2026

1. INTRODUCTION

Thank you for using Talkable! These Terms of Service (“Terms”) cover your rights and obligations relating to your access and use of the Talkable website, your participation in the Talkable Referral Program (as defined below), and any other related services provided by us (collectively, the “Service”). All references to “we”, “us”, “our”, or “Talkable” refer to Curebit Inc., d/b/a Talkable, a Delaware corporation. All references to “Advocate” refer to the person referring a particular merchant offer, discount, or perk (the “Offer”) All references to “Friend” refer to the party receiving the Advocate’s referral of the Offer. All references to “you”, “your”, or “user” refers to all users of the Talkable Referral Program, whether they are Advocates or Friends. In addition to these Terms, please review the Talkable Privacy Policy which describes our practices related to collection and use of your information to provide the Service. These Terms apply to our Privacy Policy as well and both these Terms and our Privacy Policy comply with the requirements of the EU General Data Protection Regulation (“GDPR”). By using the Service, you represent and agree that you have read, understand, and agree to be bound by both these Terms and our Privacy Policy as binding agreements.

PLEASE CAREFULLY READ THESE TERMS, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND RESPONSIBILITIES, INCLUDING LIMITATION OF OUR LIABILITY AND BINDING ARBITRATION. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICE.

Do not hesitate to contact us at platform@talkable.com if you have any questions or want to discuss these Terms.

2. AGE POLICY; PERMITTED USERS

The Service is not intended to be used by children under 16 years of age. By using the Service, you represent to Talkable that you are over 16 years old and that you are legally able to enter into this Agreement. We do not knowingly collect or solicit personally identifiable information from anyone under 16; if you are under 16, please do not use or attempt to use the Services or send any personal information about yourself to us. If we learn we have collected personal information from anyone under 16, we will delete that information as quickly as possible. If you believe that a child under 16 may have provided us personal information, please contact us at platform@talkable.com.

3. PERMITTED USE OF THE SERVICE

You may only use the Service for its intended purpose. You may not use the Service for any other purpose. Any non-permitted use of the Service, as determined in our sole discretion, shall be grounds for immediate termination of these Terms and immediate termination of your use of, and access to, the Service.

4. OVERVIEW OF THE SERVICE

Talkable allows Advocates the opportunity to refer Friends (the “Talkable Referral Program”) Offer to try the goods and/or services of Eyeconic (the “Merchant”). In order to participate in the Talkable Referral Program, an Advocate may be required to provide us with certain Personal Data, which may include his or her name and email address. The Advocate will have the ability to share the Offer with a Friend, and this can be done in various ways, including sharing the Offer through Facebook or emailing the Offer to your Friend. Once the Offer is received by your Friend(s), your Friend(s) will have the ability to accept the Offer to purchase the Merchant’s goods and/or services. The Offer is subject to the Eyeconic Offer Terms. You understand and agree that the Eyeconic Offer Terms are entered into by and between you and the Merchant and that Talkable is not a party to the Eyeconic Offer Terms.

You understand that the terms of a particular Offer are governed by the Eyeconic’s Offer Terms, which may contain restrictions imposed by the Merchant, including without limitation, a minimum spend, limits on how many times or to how many Friends an Advocate may refer an Offer, and expirations on when the Offer may be claimed. You further understand that Talkable is in no way involved in any decision pertaining to any particular Offer, including but not limited to the terms of such Offer and who may or may not redeem Rewards (as that term is defined below). As such, you understand and agree that Talkable is not liable for any damages you may suffer as a result of participating in the Program, including but not limited to your inability to obtain or redeem any Rewards. The Talkable Referral Program is subject to modification or termination at any time without notice in our sole discretion.

5. INFORMATION TALKABLE SHARES WITH THE MERCHANT AND THE THIRD-PARTY MERCHANTS

A core aspect of the Service is to provide Advocates and Friends the best discounts and perks our merchants’ offers. To that end, Talkable will allow the Merchant to access the Personal Data of Advocates and Friends to facilitate the provision of the Offer and related services surrounding the Talkable Referral Program. Additionally, Talkable will also allow merchants other than the Merchant (the “Third-Party Merchants”) access to the Personal Data of Advocates and Friends to facilitate the provision of the services offered as part of the Talkable Referral Program, including showing Advocates and Friends promotions or offers from the Third-Party Merchants and personalizing the offer in accordance with Advocates’ and Friends’ preferences, sharing or purchase history. While the Merchant’s and the Third-Party Merchants’ use of your Personal Data is beyond our control, by agreeing to these Terms and our Privacy Policy, you do consent to Talkable sharing your Personal Data with the Merchant and the Third-Party Merchants to provide you with the services of the Talkable Referral Program. Further, you understand that the Merchant and the Third Party Merchants may not have appropriate technical and organizational safeguards in place for your Personal Data, including (1) being in a country that has adequate data privacy protections (as determined by the European Commission); (2) having in place Binding Corporate Rules; (3) being certified under the EU-US and Swiss-US Privacy Shield programs; and/or (4) having Data Processing Agreements that incorporate Standard Contractual Clauses approved by the European Commission. The Merchant and/or the Third-Party Merchants may be in countries that the European Commission has determined do not provide for an adequate level of data protection to meet the requirements under the GDPR. If the Merchant and/or the Third-Party Merchants do not have appropriate technical and organizational safeguards, you understand that there might be certain risks affecting your Personal Data, including but not limited to the fact there might not be a supervisory authority, data processing principles, and/or data subject rights in such countries that protect your Personal Data in the same way and to the same extent the principles and standards of the GDPR might. You agree that your consent to the above is our lawful basis under the GDPR for transferring your Personal Data to the Merchant and the Third-Party Merchants.

6. LIMITATIONS ON USE OF THE SERVICE

You are prohibited from violating or attempting to violate any security features of the Service, including, without limitation, accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or to breach security or authentication measures without proper authorization; interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Service, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,” or undertaking similar activities; and forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service. Further, you may not copy, sell, distribute, publish, download, or reproduce any aspect of the Service. You also may not modify, make derivative works of, decompile, reverse-engineer, disassemble, or otherwise convert any aspect of the Service. Further, you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service; you agree not to access the Service in order to build a similar or competitive service; you agree not to access (or attempt to access) any of the Service by means other than through the interface that is provided by Talkable; and you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Service.

7. OWNERSHIP OF THE SERVICE

The Service contains important and proprietary property owned by us, including software that constitutes our intellectual property and trade secrets. Nothing in these Terms shall be construed as a conveyance of any ownership right or title in or to our property. We only grant you a nonexclusive, nontransferable, non-sublicensable, and revocable license to use the Service for the purposes permitted by these Terms, and only for as long as you are permitted to access the Service.

8. THIRD PARTY SITES AND SERVICES

Our Service may be integrated with services provided by third parties, including those of the Merchant, as part of the functionality of the Service. You understand that, except as required by GDPR, we do not have control over third parties and that such third parties are not agents of Talkable. As such, we make no guarantees about, and assume no responsibility for, the information or services provided by third parties, except to the extent required by GDPR. You acknowledge and agree that we make no representation or warranty about, and do not endorse, third party’s products or services or the information provided by third parties, whether through the Service or otherwise. Accordingly, we are not responsible for your use of any third-party product or service or any harm or losses arising from or relating to your use of any third-party products or services, except to the extent required by GDPR. You should contact the third party with any questions about their products and services. Talkable hereby disclaims and you hereby discharge, waive and release Talkable and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. For California residents, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.

9. UPDATES TO THE SERVICE

Talkable may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Service (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent, except to the extent required by GDPR. If you do not want such Updates, your remedy is to stop using the Service. Your continued use of the Service is your agreement to these Terms with respect to the Service.

10. INFORMATION YOU PROVIDE TO TALKABLE

As part of the functionality of the Service we provide, you have the ability to provide us with information about yourself through the Service. The information collected by us is detailed in our Privacy Policy. By providing this information, you grant us the right to use the information for the purposes described in these Terms and in our Privacy Policy. While we do not claim ownership over any such information and content that you provide, you agree that we have the right to use such information and content in furtherance of the Service. Further, by providing us with information and content through the Service, you represent and warrant that you own, or have the full legal authority to distribute, all information that you provide through the Service.

11. INTELLECTUAL PROPERTY RIGHTS OF OTHERS

You may not upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of intellectual property or proprietary rights of any third parties. You represent and warrant to Talkable that you own, or have the right to use, all information that you provide on or through the Service. If you do not respect a third party’s intellectual property or proprietary rights, you are solely responsible for any violations of law.

12. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE” AND EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

TALKABLE MAKES NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICE: WILL MEET YOUR REQUIREMENTS; WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TALKABLE OR THOUGH THE SERVICE SHALL CREATE ANY WARRANTY.

TALKABLE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE, BUSINESS, OR INFORMATION ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE SERVICE, AND TALKABLE IS NOT A PARTY TO ANY TRANSACTION BETWEEN YOU AND THIRD-PARTIES.

TALKABLE MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICE, AND TALKABLE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICE.

13. LIMITATION OF LIABILITY

Nothing in these Terms and in particular within this "Limitation of Liability" clause shall attempt to exclude liability that cannot be excluded under applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) TALKABLE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICE, EVEN IF TALKABLE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) TALKABLE’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED $100.

14. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Talkable, its directors, officers, and agents, as well as its licensors, and suppliers from any damages, liabilities, claims or demands (including costs and attorneys’ fees) made by any third party due to or arising out of (i) your use of the Service, (ii) your violation of these Terms, or (iii) your violation of any law or the rights of any third party. Talkable reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Talkable and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Talkable’s prior written consent. Talkable will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

15. GOVERNING LAW

These Terms shall be governed by the laws of the State of California, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the state and federal courts in or for San Francisco County, California for the purpose of litigating all such claims or disputes, unless such claim or dispute is required to be arbitrated as set forth in these Terms.

16. DISPUTE RESOLUTION:

You agree to resolve any dispute, claim, or controversy arising out of or relating to your use of the Service in the following manner. First, you and Talkable each agree to attempt in good faith to resolve the dispute informally by contacting each other by email (you can email us at info@eyeconic.com ). Second, if the dispute is not resolved through informal resolution, we both agree to attempt in good faith to resolve the dispute through mediation administered by JAMS, which shall take place in San Francisco County, California, and the costs of which shall be divided equally between you and Talkable. Third, if the dispute is not resolved through informal resolution and mediation, we both agree to participate in binding arbitration administered by JAMS, which shall take place in San Francisco County, California.

Either you or we may bring a lawsuit solely for injunctive relief without first engaging in the dispute resolution process described above.

We both agree that, in the event of arbitration, or in the event of a lawsuit as permitted by this Section or otherwise, the prevailing party shall be entitled to costs and fees (including reasonable attorneys’ fees). Arbitration pursuant to this Section shall be confidential, and neither you, nor Talkable, nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. There shall be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general). If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

YOU AND TALKABLE EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Nothing contained in this Section shall limit our ability to terminate, or otherwise take action related to, your account as provided in these Terms.

17. TERM AND TERMINATION

These Terms will remain in full force and effect as long as you continue to access or use the Service, or until terminated in accordance with the provisions of these Terms. However, the provisions of these Terms that by their sense and context are intended to survive the termination of these Terms shall survive the termination.

18. SEVERABILITY AND WAIVER

If, for whatever reason, any term or condition in these Terms is deemed unenforceable, all other terms and conditions will remain unaffected and in full force and effect. The failure to enforce any provision of these Terms is not a waiver of our right to do so later, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

19. ASSIGNMENT

These Terms shall be binding on the parties and their respective successors and assigns. These Terms may be assigned by Talkable without restriction. These Terms may not be assigned or otherwise transferred by you without our prior written consent.

20. MODIFICATIONS TO THESE TERMS

Talkable reserves the right to change these Terms from time to time, with or without notice to you. If you continue to use the Service, you consent to the new Terms. We will always have the latest Terms posted on the Service.

21. HEADINGS USED IN THESE TERMS

The section headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.