IDOC Terms & Conditions

THESE MEMBERSHIP TERMS AND CONDITIONS (as amended, modified or supplemented from time to time, these “Terms”) of IDOC, LLC, a Connecticut limited liability company and its subsidiaries (collectively, “IDOC”), are acknowledged, accepted and agreed to by the applicant listed below (“Member”), and govern the relationship between IDOC and Member (“IDOC Membership”).
1. Responsibilities of IDOC.
a. IDOC will provide Member with the most current IDOC terms and conditions, membership information on products and services, and IDOC study group invitations via IDOC’s website and/or other means as IDOC determines appropriate.
b. IDOC will seek cost effective vendor 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.
2. Responsibilities of Member.
a. Member shall adhere to the practices and policies of the vendors (“IDOC Vendors”) that Member utilizes through IDOC contracted vendor programs (“IDOC Vendor Programs”). IDOC Membership does not result in automatic enrollment in any IDOC Vendor Programs or pricelists. In order to be eligible to receive rebates, discounts or other benefits under any IDOC Vendor Program, Member must enroll in such IDOC Vendor Program and the corresponding IDOC negotiated pricelist by executing and delivering the applicable paperwork to IDOC and/or the applicable IDOC Vendor.
b. Member shall not use an agreement between IDOC and an IDOC Vendor as a method for obtaining additional concessions or reduced prices for similar materials, products or services from such IDOC Vendor.
c. Member shall keep, and shall cause its owners, directors, officers, employees and agents (“Member Parties”) to keep, all agreements between IDOC and IDOC Vendors and the terms of all IDOC Vendor Programs confidential. Member also covenants and agrees that neither it nor any Member Party will use any Confidential Information (as defined below) any of them receives or has received from IDOC or any other member of IDOC (each, an “IDOC Member”) in a way that is detrimental to IDOC or any other IDOC Member. Member further covenants and agrees that it and Member Parties will keep the Confidential Information confidential and shall not, without the prior written consent of IDOC or such other IDOC Member, disclose any Confidential Information in any manner whatsoever in whole or in part.
i. For purposes of these Terms, 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 IDOC Member which shall include, but not be limited to, (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 vendor programs and pricing, (I) other similar information and (J) any information that would be detrimental to IDOC or any other IDOC Member if disclosed.
ii. Notwithstanding Section 2(c)(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 breach of these Terms by Member, and (C) information Member can prove was known to it at the time it was disclosed to Member without any obligation of confidentiality.
d. 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, and IDOC shall have the option to terminate the IDOC Membership and require the new practice owner to apply for a new membership with IDOC.
e. Member shall remain in Good Standing (as defined below) or IDOC Membership will be subject to termination without refund of membership dues. “Good Standing” means Member is current with IDOC membership dues and is in compliance with the requirements of the most current IDOC membership terms and conditions.
f. By execution of these Terms, Member authorizes IDOC to obtain sales, payment and accounts receivable information from any IDOC Vendor, and to release to IDOC Vendors Member contact information and such other information reasonably requested by IDOC Vendors in connection with IDOC Membership.
3. Relationship and Disclaimer of Warranty. Member expressly acknowledges and agrees that IDOC is acting only as an intermediary between Member and the IDOC Vendors. IDOC shall not be responsible for any defects relating to any products, goods or services purchased by Member from an IDOC Vendor or any other third party, nor for any other damages arising from, or in any way related to, Member’s purchase or order of products, goods or services from an IDOC Vendor or any other third party, including, without limitation, any delays in shipping. IDOC HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, RELATING TO ANY PRODUCTS, GOODS OR SERVICES PURCHASED OR ORDERED FROM ANY IDOC VENDOR OR ANY OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In addition, IDOC will act as an intermediary in the collection and disbursement to Member of rebates, incentives and other amounts earned by Member from IDOC Vendors. These rebates, incentives and other amounts will be distributed by IDOC to Member only if Member is in Good Standing and current on IDOC Vendor payments through the quarter the rebate or incentive was earned; otherwise such rebates, incentives and other amounts my be deemed forfeited by Member. IDOC is not responsible if any IDOC Vendor defaults on its commitment to pay rebates, incentives, or other funds payable by such IDOC Vendor.
4. Term. These Terms shall govern IDOC Membership from the date of execution hereof by Member until IDOC Membership is terminated in accordance with these Terms. If Member is an existing member that joined IDOC by either executing a previous form of membership agreement of IDOC or by making payments for membership dues, then these Terms supersede any prior terms and conditions, and will be effective on the first day Member pays its membership dues after receiving a copy of these Terms.
5. Termination.
a. By Member. Member may terminate IDOC Membership by providing written notice delivered to IDOC pursuant to these Terms. Termination of IDOC Membership shall be effective at the end of the month following the month in which Member’s termination notice is received, provided, however, that if Member is receiving any consulting services under its IDOC Membership, then such consulting services shall terminate effective upon IDOC’s receipt of Member’s termination notice. Member shall not be entitled to a refund of any previously paid membership dues.
b. 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, the terms of any IDOC Vendor program and/or the terms of any other agreement with IDOC, or (B) if Member acts in a manner that is detrimental to or competitive with IDOC as determined by IDOC. In the event of a termination under this Section 5.b.i, Member shall not be entitled to a refund of any previously paid membership dues;
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.
6. 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 Vendors. After termination of IDOC Membership, Member will only receive earned rebates for programs member was enrolled with in accordance with applicable vendor enrollment requirements if Member was in Good Standing at the end of the earned rebate quarter, and any such earned rebates will be paid out in accordance with the then current practices and procedures of IDOC.
7. Amendments.
a. Terms. IDOC may amend these Terms at any time by providing written notice thereof to Member (which may be via IDOC’s website) at least 30 days prior to the effective date of any such amendment, which amendment shall be binding upon Member without the necessity of the signature of Member.
b. IDOC Membership Programs. IDOC may, at any time, change the membership programs and structures offered to IDOC Members. If Member is enrolled in a membership program that is changed and the change is not deemed by IDOC to be detrimental to Member, then IDOC need not notify Member of such change. If any such change is deemed by IDOC to be detrimental to Member, or Member’s membership program is discontinued, then IDOC will notify Member in writing of the other membership opportunities offered by IDOC at that time.
8. Payments by Member.
a. Member agrees to pay membership dues as may be required by IDOC from time to time. IDOC will provide Member with 60 days prior written notice of any change in the membership dues before such dues become 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 the credit card on file for all amounts that are due to IDOC. At any time during the course of IDOC Membership or thereafter, IDOC may set-off any amounts payable by IDOC to Member pursuant to an IDOC Vendor Program against amounts owed by Member to IDOC, including, without limitation, past-due membership dues. Membership dues cover all the optometrists within the practice at any one location. Additional practice locations may incur an additional charge depending on the membership level chosen.
b. 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 will remain an IDOC Member and IDOC may charge Member’s credit card for membership dues in accordance with these Terms.
c. In addition to membership dues, Member will make timely payments to IDOC Vendors for the materials, products and services received in accordance with the terms and conditions of the IDOC Vendor Programs. Payment for materials, products and services, and payment to IDOC Vendors of all sales taxes and other charges due on such transactions, shall be the exclusive obligation of Member, and not of IDOC.
9. Cooperation and Access. Member agrees that it will cooperate promptly with any reasonable requests for information and/or records made by IDOC.
10. Jurisdiction/Venue. These Terms and IDOC Membership shall be governed by and construed in accordance with the laws of the State of Connecticut and venue for all disputes arising under these Terms or the IDOC Membership shall lie exclusively in the Judicial District of Stamford/Norwalk at Stamford, Connecticut.
11. Legal Authority. Member represents and warrants to IDOC that it possesses the legal authority to execute these Terms and can allow these Terms to remain in effect indefinitely without any subsequent action.
12. Merger/Entirety. These Terms, together with Member’s Application and any other IDOC program agreement executed by Member, represent the complete understanding of IDOC and Member with respect to IDOC Membership. Except as otherwise provided in any IDOC program agreement, to the extent there exists any conflict between these Terms and any prior terms and conditions or agreements between IDOC and Member, these Terms shall control.
13. Administrative Fees Paid by IDOC Vendors. It is acknowledged and agreed by Member that certain vendors may compensate IDOC for the negotiation, management, administration of contracts and distribution of rebates that IDOC is responsible for on behalf of Member. In order to comply with the Group Purchasing Organizations and Safe Harbor Provision, to the extent applicable, IDOC will disclose any vendors 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 vendors. Current vendors providing IDOC with an administrative fee of above the 3% are Aspex Eyewear, Charmant, i-Deal Optics, and WestGroupe.
14. Notice. Any written notice shall be made by first class mail, postage prepaid, or by national overnight delivery carrier, and delivered: if to IDOC, to IDOC, LLC, 383 Main Avenue, Suite 602, Norwalk, CT 06851; if to Member, to the address listed in Member’s Application.
15. Severability. If any portion of these Terms shall be declared invalid or unenforceable for any reason, the remaining portions shall continue in full force and effect.
16. Electronic Signature. Member agrees that any electronic signature, whether digital or encrypted, of Member included on these Terms is intended to authenticate these Terms 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).

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