2019 ESSILOR IDOC INSIDER REWARDS PROGRAM
TERMS AND CONDITIONS
1. Overview. The 2019 ESSILOR IDOC® INSIDER REWARDS (the “Program”) is sponsored by Essilor of America, Inc. (“Essilor” or “Sponsor”) on behalf of its participating laboratories. The Program offers participating eyecare practices the ability to earn price reductions in connection with the purchase of specific product packages.
2. Terms and Conditions. These 2019 ESSILOR IDOC® INSIDER REWARDS TERMS AND CONDITIONS ("Terms and Conditions") shall govern the operation of the Program, superseding any and all terms, conditions, rules and practices previously in effect, if any. In the event of a discrepancy between these Terms and Conditions and any advertising or other collateral material, the Terms and Conditions shall govern.
3. Program Period. The Program, as updated by these Terms and Conditions, shall take effect on July 10, 2019, and expire September 30, 2019 (the “Program Period”).
4. Eligibility. The Program is open to professional eyecare practices only, not individuals, that are: (a) located in one of the fifty (50) United States or the District of Columbia, (b) in good standing with Sponsor and IDOC, (c) a member of the IDOC buying group with a valid IDOC account ID and enrolled in IDOC’s Insider platform throughout the Program Period, and (d) are not excluded, debarred or suspended from participation in any federal health care program (“Eligible Practices”). The term "federal health care program" is defined at 42 C.F.R. §1320a-7b (f) and includes Medicare, Medicaid, TRICARE and certain other government funded programs.
5. Enrollment. Enrollment and participation are limited to Eligible Practices. Eligible Practices with multiple practice locations under the same ownership and direction must register each practice location separately to participate. Thus, for purposes of the Program, the term "Eligible Practice" shall mean an Eligible Practice location in those situations where a professional eyecare practice has more than one practice location. Accordingly, the two terms, "Eligible Practice" and "Eligible Practice location" are used interchangeably herein.
In order to participate in this Promotion, an owner, director, or officer of the Eligible Practice ("Practice Principal") must enroll the Eligible Practice online at www.EssilorUSA.com/IDOCRewards. Only enrollments completed online, as set forth below, will be accepted. To that end, the Practice Principal must fill out an online document at www.EssilorUSA.com/IDOCRewards and provide the following information:
a. Eligible Practice’s name;
b. Eligible Practice’s complete address;
c. Eligible Practice’s email;
d. Eligible Practice’s phone number;
e. Eligible Practice Principal’s name;
f. Eligible Practice Principal’s contact information (email and phone number); and
g. Account number (and participating labs for each account number).
The Practice Principal must also enter his/her initials in a tick box indicating that the Eligible Practice understands, accepts, and agrees to abide by the Terms and Conditions. An Eligible Practice may enroll anytime during the Program Period, but purchases made prior to the Enrollment Date will not be applied towards earning the Program Benefits.
Enrolled Practices agree to the receipt of mail, faxes, phone calls and/or email at the numbers/emails provided in the enrollment form for all purposes relating to the Promotion.
6. Good Standing. In order to earn favorable pricing under this Program, an Enrolled Practice must remain in good standing with Sponsor, which means, among other things, that (a) the Enrolled Practice must be current on all payments due to Sponsor in accordance with the Sponsor’s payment terms, and (b) the Enrolled Practice and all of its owners and employees must not be ineligible to participate in any federal health care programs.
7. Program Benefits. During the Program Period, Enrolled Practices that add a qualifying Crizal® No-Glare lenses (Crizal® Avance UV™, Crizal® Sapphire UV™, or Crizal® Prevencia®) to select lens designs (Eyezen™+, Varilux Comfort® W2+, Varilux® Physio® W3+, Varilux® X) that also have Transitions® Signature® GEN 8™ in Polycarbonate, or High Index (1.60 & 1.67) materials (“Eligible Jobs”) will receive a $5.00 rebate on each Job. The rebate will be paid to the Enrolled Practice in the form of a Statement Credit within sixty (60) days of the end of the Program Period.
No substitutions or replacements are allowed. Enrolled Practices will be solely responsible for the additional cost of shipping and handling, taxes, or any other additions to a Job. .
8. Job. A “Job” is defined for purposes of this Program as the sale of a single lens (if prescribed by Eligible Practice for the patient’s needs) or pair of lenses to a patient under one prescription that is fulfilled by the Eligible Practice ONLY through an Eligible Lab. Jobs paid for in whole or in part by any managed vision care plan are not eligible for this Program. “Eligible Labs” include Essilor Laboratories of America base and partner laboratories.
9. Compliance with Terms. Enrolled Practices agree to comply with these Terms and Conditions, and understand and agree that the decisions of Sponsor with respect to all aspects of the Program, including the construction and meaning of the Terms and Conditions, are final in all respects.
10. Compliance with Laws. Sponsor and each Enrolled Practice covenant and agree that they will comply with all applicable laws and regulations, including, but not limited to, the federal health care program anti-kickback statute, 42 U.S.C. §1320a-7b(b) (the "Anti-Kickback Statute") and its state law counterparts.
a. Sponsor covenants and agrees that it will satisfy the requirements imposed on a "seller" (or an "offeror") under the discounts exception, 42 U.S.C. §1320a-7b(b)(3)(A), and discounts safe harbor, 42 C.F.R. §1001.952(h), to the Anti-Kickback Statute with respect to all discounts or rebates provided under this Program.
b. Each Enrolled Practice covenants and agrees that it will satisfy the requirements imposed on a "buyer" under the discounts exception, 42 U.S.C. §1320a-7b(b)(3)(A), and discounts safe harbor, 42 C.F.R. §1001.952(h), to the Anti-Kickback Statute with respect to all price reductions provided the Enrolled Practice under this Program or any other incentive program or promotion sponsored by Sponsor and/or Essilor Laboratories of America, Inc. ("Essilor Labs").
11. Rebate Report. On or before sixty (60) days following the end of the Program Period, Sponsor shall send the following data (“Rebate Report”) to each Enrolled Practice:
a. The type and quantity of Enrolled Practice’s Jobs in the Program Period;
b. The dollar amount of Enrolled Practice’s Purchases of Eligible Jobs in the Program Period (i.e., the effective prices of the Jobs its purchased without taking the Rebates into account);
c. The total dollar amount of the Rebates for the Eligible Jobs earned by Enrolled Practice in the Program Period;
d. Other rebates or discounts, if any, provided to Enrolled Practice in connection with the Jobs
Each Enrolled Practice should keep the Rebate Report for ten (10) years following the date of the Rebate Report.
12. Price Transparency. Each Enrolled Practice understands and acknowledges that it may be required―pursuant to applicable federal or state laws or regulations, including, but not limited to, the Anti-Kickback Statute, or pursuant to its contractual arrangements with third party payers―to fully and accurately report and disclose the net purchase price (as that term is defined below) for all products it purchases from Sponsor under this Program or any other incentive program or promotion sponsored by Sponsor and/or Essilor Labs. Toward that end, Enrolled Practice covenants and agrees that it will:
a. fully and accurately report and disclose―to the relevant government authority, health care plan or program, or third party payer―the net purchase price for all products it purchases and/or receives from Sponsor under this Program or any other incentive program or promotion sponsored by Sponsor or Essilor Labs; and
b. provide such further information as may be requested by the relevant government authority, health care plan or program, or third party payer.
For purposes of these Terms and Conditions, the term "net purchase price" means the net discounted price that the Enrolled Practice paid for each Job at issue (i.e., the purchase price minus all price reductions, including discounts, rebates and free or discounted items or services such as, by way of example, free product sample voucher redemptions).
Enrolled Practice may wish to consult its legal advisers regarding how and when to calculate, report and disclose its net purchase prices under the Program, including whether and how invoice discounts should be allocated among the products that Enrolled Practice purchases under the Program.
13. Reservation of Rights.
a. Sponsor reserve(s) the right in its sole discretion to terminate the participation of any Enrolled Practice in the Program.
b. Sponsor reserves the right in its sole discretion to correct or amend the Terms and Conditions retroactively to the start of the Program Period.
c. Sponsor reserves the right in its sole discretion to modify or cancel the entire or part of the Program for any reason.
Notice of any of these actions will be posted by Sponsor on the Program’s website or via email.
14. Termination of Enrolled Practice. If an Enrolled Practice is terminated from the Program, it will no longer be eligible to earn discounts under the Program, but any discounts earned prior to termination will be honored. The exclusion, debarment or suspension of an Enrolled Practice or any of its owners from participation in any federal health care program is grounds for immediate termination from the Program.
15. Indemnity. By entering the Program, each Enrolled Practice agrees to indemnify, release and hold harmless Sponsor, and its affiliates and its respective officers, directors, shareholders, employees, agents and representatives (collectively “Released Parties”) from any and all liability, damages, rights, claims, actions, losses, costs, expenses, including attorney's fees and expenses (collectively “Losses”) of any kind relating to or arising under the Program, including, without limitation for or from (a) the payment or failure to pay sales or use taxes and (b) and publicity, rights of privacy or defamation.
16. Limitation of Responsibility. The Released Parties are not responsible for: (a) lost, late, incomplete, inaccurate, undelivered, garbled, or lost enrollments or Job orders; (b) interrupted or unavailable network, server, Internet Service Provider (ISP), website or other connections; (c) other technical failures or difficulties experienced with respect to the Program; (d) other errors of any kind, whether human, mechanical, electronic, network, typographical, printing or otherwise, relating to or arising under the Program; (e) any incorrect or inaccurate information, whether caused by site users, tampering, hacking, or by any equipment or programming associated with or utilized in the Program; (f) injury or damage to any computer or network related to or resulting from enrollment or participation in the Program; (g) any personal injury, property damage, or any other loss, injury, or damage suffered by any person relating in any way to the items or services purchased, in whole or in part; and (h) in states in which Sponsor does not have the legal responsibility to charge and collect sales or use tax, the Enrolled Practice's failure to pay, in whole or in part, such sales or use tax to the applicable State taxing authority, and any penalty or interest imposed on the Enrolled Practice as a result of such failure.
17. Dispute Resolution. Except where prohibited by law, Eligible Practices and Enrolled Practices agree that any and all disputes, claims, and causes of action brought or otherwise asserted by them or on their behalf against any of the Released Parties that relate to or arise under this Program shall be (a) resolved individually, without resort to any form of class action, and exclusively by an action in state or federal court located in the State of Texas; and (b) limited to actual out-of-pocket costs incurred, including costs associated with participating in this Program but in no event include attorneys' fees and costs. All disputes, including those that involve the construction, validity, interpretation and enforceability of these Terms and Conditions, shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of law principles.
18. Waiver of Certain Damages. Eligible Practices and Enrolled Practices expressly waive any and all rights that they may have for punitive, incidental, and consequential damages or any damages other than actual out-of-pocket costs and expenses against any of the Released Parties in any dispute that relates to or arises under this Program.
20. CAUTION. ANY ATTEMPT BY ANY PERSON OR ENTITY TO DISRUPT OR DAMAGE THE LEGITIMATE OPERATION OF THE PROGRAM WILL BE PURSUED TO THE FULLEST EXTENT OF THE LAW.