Please carefully read these IDOC Membership General Terms and Conditions (as modified from time to time, these “
Terms”). These Terms, together with the then-current terms of the IDOC membership for which you register (which terms are currently set forth at https://idoc.net/membershipoptions (the “
Benefit Page”)) are collectively, the “
Agreement”) . By enrolling in or continuing IDOC Membership, you (the “Member”) agrees to be bound by this Agreement, in addition to any other agreement entered into with IDOC.
1.
Certain Definitions.
a. “
Affiliate” means, with respect to a party hereto, any legal entity which directly or indirectly controls, is controlled by, or is under common control with such party. For purposes of this definition, “control” means the power to direct a legal entity (or to cause the direction of the management of such entity), whether through ownership of more than fifty percent (50%) of the voting securities of such entity, by contract, or otherwise.
b. “
Alliance Program” means an IDOC facilitated program that may offer certain rebates, discounts, or other benefits to Member from certain IDOC Associates.
c. “
IDOC” means IDOC, LLC, a Connecticut limited liability company and its subsidiaries.
d. “
IDOC Associate” means any person or entity that IDOC associates with in connection with IDOC’s business.
e. “
IDOC Membership” means the relationship between IDOC and Member.
f. “
Service Client” means an independent optometric practice that utilizes a Service Program.
g. “
Service Program” means an IDOC provided or facilitated service offering.
2.
IDOC Responsibilities.
a. From time to time IDOC will make available to Member the most current Terms, membership information, information on products and services, and IDOC study group invitations via IDOC’s website (https://idoc.net) (together with any official IDOC social media accounts, the “
Website”) and/or other means as IDOC determines appropriate.
b. IDOC will seek cost effective programs for a variety of materials, products, services, equipment, and/or education in the optometric field to assist Member in promoting the overall efficiency, effectiveness and profitability of Member’s optometric business.
3.
Member Responsibilities.
a. Member acknowledges and agrees to adhere to the applicable terms, conditions and policies of the IDOC Associates utilized by Member or available to Member by automatic enrollment through IDOC contracted programs (collectively, “
IDOC Programs”), and any external sites and resources Member accesses through the Website. Unless otherwise identified on the Benefit Page, IDOC Membership does not result in automatic enrollment in IDOC Programs or pricelists. To be eligible to receive services, rebates, discounts or other benefits under most IDOC Programs, Member must (i) properly enroll in such IDOC Programs and any corresponding IDOC pricelists, and agree to pay any applicable fees, and (ii) comply with the terms of such IDOC Programs, as set forth by the applicable IDOC Associate. Member shall not use an agreement between IDOC and an IDOC Associate as a method for obtaining additional concessions or reduced prices for similar materials, products or services from such IDOC Associate.
b. Member shall keep, and shall cause its owners, employees, agents and affiliates (collectively with Member, “
Member Parties”) to keep, all agreements between IDOC and IDOC Associates confidential. No Member Party will use any Confidential Information received from IDOC or any other Member in a way that IDOC determines is detrimental to IDOC or any other Member. Member Parties will keep the Confidential Information confidential and shall not, without the prior written consent of IDOC or the applicable Member, disclose any Confidential Information in any manner whatsoever in whole or in part.
i. Confidential Information means all types of information or data disclosed, revealed or made available to Member, either orally, presented electronically or in writing, relative to IDOC or any other Member including, without limitation, (A) trade secrets, (B) financial statements, (C) cost and expense data, (D) sales figures, (E) marketing data, (F) administrative procedures, (G) business policies and procedures, (H) agreements, contracts and IDOC Associate programs and pricing, (I) other similar information, and (J) any information that would be detrimental to IDOC or any other Member if disclosed.
ii. Notwithstanding
Section 3(b)(i) above, Confidential Information shall not include (A) information generally known to the trade or the public at the time it is disclosed to Member, (B) information that becomes known to the trade or the public after it is disclosed to Member, unless it becomes known due to a wrongful disclosure by Member, and (C) information Member can prove was known to it without any obligation of confidentiality at the time it was disclosed to Member.
c. In the event of a change in majority ownership of Member’s practice, Member shall deliver to IDOC 30-days prior written notice of such change. Member may not assign (by operation of law or otherwise) or delegate any aspects of its IDOC Membership without the prior written consent of IDOC.
d. Member shall remain in Good Standing or IDOC Membership will be subject to termination without refund of membership dues. “
Good Standing” means Member is (i) current with IDOC membership dues and any Service Program fees, as applicable, and (ii) in compliance with the requirements of these Terms.
e. Member may be required to provide IDOC with certain information in order to obtain access to and use of certain features and functions of IDOC Membership including, without limitation, name, login credentials, address, telephone number(s), e-mail address, and/or applicable payment data (collectively, “
Member Information”). Member represents, warrants and covenants to IDOC that all Member Information and any other information or data Member provides to IDOC, is and will be true, accurate and complete when given to IDOC, and Member will not knowingly omit or misrepresent any material facts or information. Member authorizes IDOC to (i) verify Member Information as required for IDOC Membership, (ii) release Member Information and any other information to current and potential IDOC Associates and (iii) obtain sales, payment and accounts receivable information from any IDOC Associate. Member acknowledges that Member Information may be utilized to automatically enroll Member in certain IDOC Programs, and if Member desires to unenroll from any such program, Member must email Member’s IDOC Practice Development Manager for unenrollment instructions at PDM@idoc.net.
f. Certain features and functions of IDOC Membership and the Website are not generally available to the public. In order to access and use such features and functions, IDOC may require Member to provide a secure email or enter Member’s email and password to enter the Member portal. IDOC Associates and other third parties may also, from time to time, provide Member with additional codes or passwords necessary to perform certain transactions or otherwise access the benefits of IDOC Membership. Member’s email, password, and any additional codes or passwords are collectively referred to herein as “
IDs”. Member’s IDs are personal to Member. Member agrees that it will not allow another person to use Member’s IDs under any circumstances. Member is solely responsible for maintaining the strict confidentiality of Member’s IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of Member’s failure to do so. IDOC is not liable for any harm caused by or related to the theft of Member’s IDs, Member’s disclosure of Member’s IDs, or Member’s authorization to allow another person to access and use Member’s IDs. Member agrees to immediately notify IDOC and any applicable IDOC Associates or other third parties if Member becomes aware of any unauthorized use of Member’s IDs or other need to deactivate an ID due to security concerns.
4.
Optional Analysis Software Program.
Members with compatible practice management systems may opt-in to the use of analysis software (the “
Software”) licensed through Gateway Professional Network (“
GPN”). Subject to these Terms, and Member remaining in Good Standing, IDOC will pay for the installation of the Software, and the monthly fee for the Software at all Member locations. The Software will be licensed by Member directly from GPN. Member acknowledges that use of the Software will allow IDOC to: (a) retrieve, evaluate, and archive practice data; (b) provide analytics and insights to Member; and (c) provide Member information to current and potential IDOC Associates. Member’s use of the Software and Member’s access and use of the services and products under the Software shall be governed by and subject to GPN’s terms and conditions that are located at:
https://shared.gatewaypn.com/legal/GPN-EDGE-Terms-of-Service.pdf. IDOC may discontinue the provision of the Software to Member at any time, for any or no reason. Member may opt out of the use of the Software at any time by calling IDOC or sending an email to PDM@idoc.net.
5.
Relationship and Disclaimers.
a.
Relationship. Nothing contained in the Agreement shall be construed to create a joint venture, partnership, agency, employer/employee, joint employer, or lawyer/client relationship between IDOC and Member. Member agrees that IDOC is an independent contractor, is acting only as an intermediary between Member and IDOC Associates in the collection and disbursement to Member of rebates, incentives and other amounts earned by Member from IDOC Associates in accordance with applicable federal and state laws and guidelines.
b.
Product Liability Disclaimer. IDOC shall not be responsible for any defects relating to any products, goods or services purchased by Member through IDOC, nor for any other damages arising from, or in any way related to, Member’s purchase or order of products, goods or services, including, without limitation, any delays in shipping.
c.
Legal and Tax Services Disclaimer. IDOC is not a law firm or tax advisory firm, and the employees of IDOC are not acting as Member’s attorney or tax advisor. The services and information that IDOC provides is not legal or tax advice, is not intended to convey or constitute legal or tax advice, and is not a substitute for obtaining legal or tax advice from a qualified attorney or tax advisor, as applicable. Should Member require legal or tax advice, Member should consult Member’s own attorney or tax advisor. Because IDOC is not a law firm, communications between Member and IDOC are not protected as privileged communications under the attorney-client privilege or work product doctrine.
d.
Website, Forms and Links. IDOC makes no representations about the suitability of the content of the Website for any purpose. All content, including downloadable documents, is provided “as is” without any warranty of any kind. References, forms, and information, including links to other sites, are provided for Member’s convenience and IDOC does not represent that such references, forms and information are correct, complete or up‑to‑date. Because IDOC has no control over external sites and resources or what third parties may post on social media, Member agrees that IDOC is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or otherwise made available via such sites, resources or social media sites. Member further agrees that IDOC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services made available on or through any such site, resource or social media sites. Member understands that Member’s download and/or use of a form document made available by IDOC is neither legal advice nor the practice of law, and that each form and any applicable instructions or guidance is not customized to Member’s particular needs. Member acknowledges that internet communications, including e-mail and the Website, are not completely secure, and it is possible that a third party could gain access to such communications.
e.
Employment Disclaimer. IDOC is not involved in actual transactions between Member and its employees or potential employees and therefore IDOC has no control over or responsibility for the quality, legality or manner of Member’s hiring or termination process or employment practices. IDOC has no control or responsibility over the truth or completeness of responses in, or the accuracy of the results of, any employment screening process, the ability of Member to offer job opportunities to any person, or the ability of any person to fill Member job openings. IDOC shall not be considered an employer with respect to Member's employees and shall not be responsible for any employment decisions, for whatever reason made, made by Member.
IDOC EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY RECRUITMENT OR HIRING PROCESSES, AS WELL AS THE NON-COMPLIANCE WITH FEDERAL AND STATE EMPLOYMENT LAWS, REGULATIONS AND GUIDELINES BY MEMBER.
f.
Warranty Disclaimer.
IDOC HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, RELATING TO (i) ANY PRODUCTS, GOODS OR SERVICES PURCHASED OR ORDERED FROM IDOC, ANY IDOC ASSOCIATE OR ANY OTHER THIRD PARTY, AND (ii) USE OF THE WEBSITE, OR THE FORMS OR LINKS PROVIDED ON THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PROVISION OF PRACTICE CONSULTING, ADVICE, RECOMMENDATIONS AND/OR MARKETING SERVICES BY IDOC DOES NOT GUARANTEE ANY PARTICULAR RESULT, AND IDOC EXPRESSLY DISCLAIMS ANY SUCH GUARANTEE.
g.
Damages Disclaimer.
IN NO EVENT WILL IDOC BE LIABLE TO MEMBER FOR ANY LOSS OF REVENUE, LOSS OF CUSTOMERS, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, ARISING IN ANY MANNER FROM IDOC MEMBERSHIP OR SERVICES, THIRD PARTY PRODUCTS OR SERVICES, FROM THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IDOC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IDOC’S LIABILITY TO MEMBER OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL OF THE SUMS PAID BY MEMBER TO IDOC PURSUANT TO THESE TERMS IN THE TWELVE-MONTH PERIOD PRECEDING THE ACT OR OMISSION GIVING RISE TO THE CLAIM FOR DAMAGES.
6.
Term and Termination.
These Terms shall govern IDOC Membership until IDOC Membership is terminated in accordance with these Terms.
a.
Termination By Member. Member may terminate IDOC Membership by providing written notice delivered to IDOC pursuant to these Terms (a “
Termination Notice”). Termination of IDOC Membership is effective at the end of the month in which a Termination Notice is received. Member shall not be entitled to a refund of any previously paid Service Program fees, and subject to
Section 7, Member shall not be entitled to a refund of any previously paid membership dues upon termination.
b.
Termination By IDOC.
i. IDOC may terminate IDOC Membership immediately by written notice to Member if (A) Member fails to comply with or otherwise breaches these Terms, and/or the terms of any other agreement between Member or any of its Affiliates on the one hand and IDOC or its Affiliates on the other hand, or (B) Member acts in a manner that IDOC determines is detrimental to or competitive with IDOC. In the event of a termination under this
Section 6.b.i, Member shall not be entitled to a refund of any previously paid membership dues or Service Program fees.
ii. IDOC also may terminate IDOC Membership at any time in IDOC’s discretion with a prorated rebate of Member’s previously paid membership dues, if applicable, upon 30 days written notice to Member.
c.
Effect of Termination. For the avoidance of doubt, Member shall at all times bear the full financial responsibility for all of its orders and purchases made from IDOC or IDOC Associates. After termination of IDOC Membership, Member will only receive earned rebates from Alliance Programs for which Member was in Good Standing at the end of the earned rebate quarter (as set forth in the applicable IDOC Program), and any such earned rebates will be paid out in accordance with IDOC’s then current practices and procedures.
7.
Satisfaction Guarantee. Members who enroll in Alliance Program for the first time on or after April 1, 2018 are eligible for the following satisfaction guarantee program (the "
Satisfaction Guarantee"):
a.
General Terms.
i. Subject to the additional requirements set forth below, if Member is unsatisfied with IDOC Membership after the applicable Satisfaction Period, then Member is entitled to receive a refund of Member’s actual membership dues paid for the Alliance Program (for all locations on file with IDOC) during the period commencing on the effective date of Member’s IDOC Membership and continuing for twelve months thereafter (the “
Refund”). For the avoidance of doubt, Member is not entitled to a refund of any fees or any membership dues that were waived by IDOC as part of any promotional program or otherwise.
ii. Member must notify IDOC of its intention to terminate IDOC Membership and exercise the Satisfaction Guarantee during the last month of the applicable Satisfaction Period.
iii. Member must be in Good Standing at the time Member exercises the Satisfaction Guarantee, and the Satisfaction Guarantee may only be exercised one time per Member practice.
iv. The Satisfaction Guarantee is only available for Member’s initial membership type and level, and is forfeited if Member changes membership type or level.
v. Upon timely receipt of notice of termination and exercise of the Satisfaction Guarantee from Member, IDOC will email a redemption form to Member’s email address on file with IDOC that Member must complete and return to IDOC within 30 days to receive the Refund. The Refund will be paid by check to the Member’s primary practice location on file 6-8 weeks after IDOC’s receipt of the redemption form.
8.
Amendments. IDOC may modify these Terms or the content of the Website at any time. Member’s use of IDOC Membership or the Website after the effective date of such modification shall constitute Member’s acceptance of such modification.
9.
Payments by Member.
a. Member agrees to pay applicable membership dues, Service Program fees, and cancellation fees as may be required by IDOC from time to time. IDOC will provide Member with 30 days prior written notice of any change in the membership dues or applicable cancellation fees before such change becomes effective. A valid credit card (Visa, MasterCard, American Express or Discover) of Member must be on file with IDOC and kept current at all times. IDOC reserves the right to charge Member’s credit card for all amounts that are due to IDOC. At any time during or after IDOC Membership, IDOC may set-off any amounts payable by IDOC to Member pursuant to an IDOC Program or otherwise against amounts owed by Member to IDOC, including, without limitation, past-due membership dues, Service Program fees, and applicable cancellation fees. Membership dues cover all the optometrists within Member’s practice at any one location. Additional practice locations may incur an additional charge depending on the membership plan chosen.
b. Where required by applicable law, IDOC will charge Member sales tax on goods and services provided by IDOC to Member.
c. If Member has prepaid for its IDOC Membership and does not provide at least 30 days written notice of termination prior to the expiration of such prepaid period, then, upon the expiration of the prepaid period, such Member’s IDOC Membership will continue and IDOC may charge Member’s credit card for membership dues in accordance with the Agreement.
d. Member will make timely payments to IDOC Associates for the materials, products and services received in accordance with the terms and conditions of the IDOC Programs. Payment for materials, products and services, and payment to IDOC Associates of all sales taxes and other charges due on such transactions, shall be the exclusive obligation of Member, and not of IDOC.
10.
Indemnification. Member will indemnify and hold harmless IDOC from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including reasonable attorneys’ fees) incurred or suffered by IDOC based upon, arising out of, or otherwise in respect of Member’s IDOC Membership, unless and only to the extent caused by IDOC’s gross negligence or willful misconduct.
11.
Cooperation and Access. Member agrees that it will cooperate promptly with any reasonable requests for information and/or records made by IDOC.
12.
Jurisdiction/Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut and venue for all disputes arising under the Agreement shall lie exclusively in the Judicial District of Fairfield at Bridgeport, Connecticut.
13.
Entire Agreement. This Agreement, any other agreement entered into with IDOC with respect to Member’s IDOC Membership, represent the complete understanding of IDOC and Member with respect to IDOC Membership. These Terms supersede any prior IDOC general membership terms and conditions.
14.
No Third Party Beneficiaries; No Waiver. This Agreement is solely for the benefit of IDOC and Member and no provision shall be deemed to confer upon third parties any remedy, claim, liability or other right. No failure, delay or partial exercise by IDOC or Member to exercise any right, power or remedy under this Agreement, and no course of dealing between IDOC and Member, shall operate as a waiver of such right, power or remedy.
15.
Administrative and Marketing Fees Paid by IDOC Associates. Member understands that certain IDOC Associates may compensate IDOC for the negotiation, management, administration of contracts and distribution of rebates that IDOC is responsible for on behalf of Member and/or for marketing services provided by IDOC. In order to comply with the Group Purchasing Organizations and Safe Harbor Provision, to the extent applicable, IDOC will disclose any IDOC Associates providing IDOC with more than three percent (3%) compensation of the total purchase price of goods. IDOC will annually provide Member a list of any such IDOC Associates. Current IDOC Associates providing IDOC with an administrative fee of above the 3% are Abyde, Aspex Eyewear, Charmant, i-Deal Optics, Solutionreach and WestGroupe.
16.
Notice. Any notice by Member required or permitted under these this Agreement shall be in writing and delivered by first class mail, postage prepaid, or by national overnight delivery carrier, and delivered to IDOC, LLC, 50 Quality Street, PO Box #110605, Trumbull, CT 06611. Member consents to receiving notices from IDOC required or permitted under this Agreement by email to any email address on file with IDOC, or by mail to the address on file with IDOC.
17.
Severability. If any portion of this Agreementshall be declared invalid or unenforceable for any reason, the remaining portions shall continue in full force and effect.
18.
Electronic Signature. Member agrees that any electronic signature, whether digital or encrypted, of Member included on this Agreement and any other document or instrument with IDOC or submitted to IDOC by Member is intended to authenticate the same and to have the same force and effect as a manual signature. Electronic signature means any sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record (including facsimile or e-mail electronic signatures
