Please carefully read these IDOC Membership General Terms and Conditions (as modified from time to time, these "Terms"
). These Terms, together with the current terms of any applicable IDOC membership plan or program (as modified from time to time, the "Plan Terms"
), govern the relationship between IDOC, LLC, a Connecticut limited liability company and its subsidiaries (collectively, "IDOC"
), and Member ("IDOC Membership"
). By enrolling in or continuing IDOC Membership, Member agrees to be bound by these Terms and the Plan Terms in addition to any other agreement entered into with IDOC. A "Member"
is an independent optometric practice that has enrolled in IDOC Membership.
1. IDOC Responsibilities.
a. IDOC will provide Member with the most current Terms, Plan Terms, membership information on products and services, and IDOC study group invitations via IDOC’s website (https://idoc.net) (the "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. Member Responsibilities.
a. Member shall adhere to the terms and policies of the vendors ("IDOC Vendors"
) that Member utilizes through IDOC contracted vendor programs ("IDOC Vendor Programs"
), and any external sites and resources Member accesses through the Website. IDOC Membership does not result in automatic enrollment in any IDOC Vendor Programs or pricelists. 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 pricelist by executing and delivering the applicable paperwork to IDOC and/or the applicable IDOC Vendor. 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.
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 Vendors, terms of all IDOC Vendor Programs, and the Plan Terms confidential. No Member Party will use any Confidential Information received from IDOC or any other member of IDOC (each, an "IDOC Member"
) in a way that IDOC determines is detrimental to IDOC or any IDOC Member. Member Parties will keep the Confidential Information confidential and shall not, without the prior written consent of IDOC or the applicable IDOC 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 IDOC 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 vendor programs and pricing, including Plan Terms, (I) other similar information, and (J) any information that would be detrimental to IDOC or any IDOC Member if disclosed.
ii. Notwithstanding Section 2(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.
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 current with IDOC membership dues and is in compliance with the requirements of these Terms and the applicable Plan 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 reasonably requested by IDOC Vendors to IDOC Vendors in connection with IDOC Membership, and (iii) obtain sales, payment and accounts receivable information from any IDOC Vendor.
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 enter Member’s email and password. 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 if Member becomes aware of any unauthorized use of Member’s IDs or other need to deactivate an ID due to security concerns.
Optional Analysis Software Program.
Essential Plan and Advisor Plan 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, 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 vendors. 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 MemberServices@IDOC.net.
Relationship and Disclaimers.
Nothing contained in these Terms or any Plan Terms 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 acting only as an intermediary between Member and IDOC Vendors in the collection and disbursement to Member of rebates, incentives and other amounts earned by Member from IDOC Vendors in accordance with applicable federal and state laws and guidelines. These rebates, incentives and other amounts will be distributed by IDOC to Member only if Member is in Good Standing and current on all IDOC Vendor payments through the quarter such amounts were earned; otherwise such rebates, incentives and other amounts may be deemed forfeited by Member. Furthermore, IDOC may elect to delay payment of earned rebates, incentives and other amounts until the total exceeds $25. IDOC is not responsible if any IDOC Vendor defaults on its commitment to pay rebates, incentives, or other amounts payable by such IDOC Vendor.
b. Product Liability Disclaimer.
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.
c. Legal and Tax Services Disclaimer.
DOC 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 service 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, 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 or resources. 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 or resource. 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.
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. 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 OF FEDERAL AND STATE EMPLOYMENT OBLIGATIONS, 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 ANY IDOC VENDOR 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.
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, 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.
Term and Termination.
These Terms and the Plan 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 membership in the IDOC Essential Plan shall be effective at the end of the month following the month in which a Termination Notice is received. Termination of membership in the IDOC Advisor or Select Plans shall be effective at the end of the month in which a Termination Notice is received, provided, however, that any consulting services shall terminate effective upon IDOC’s receipt of a Termination Notice. Subject to Section 5
, Member shall not be entitled to a refund of any previously paid membership dues.
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, the Plan Terms, and/or the terms of any IDOC Vendor Program, or (B) if Member acts in a manner that IDOC determines is detrimental to or competitive with IDOC. In the event of a termination under this Section 4.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.
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 Vendors. After termination of IDOC Membership, Member will only receive earned rebates from IDOC Vendor Programs for which Member was in Good Standing at the end of the earned rebate quarter (as set forth in the applicable IDOC Vendor Program), and any such earned rebates will be paid out in accordance with IDOC’s then current practices and procedures.
6. Satisfaction Guarantee.
Members who enroll in IDOC Membership 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 all locations on file with IDOC) during the applicable Satisfaction Period (the "Refund"
). For the avoidance of doubt, Member is not entitled to a refund of 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 is forfeited if Member changes membership type.
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.
b. Essential Plan Members.
The Satisfaction Period for Essential Plan Members is 12 months after Member’s initial join date. Member must notify IDOC of its intention to terminate IDOC Membership and exercise the Satisfaction Guarantee during the 12th month of membership.
c. Advisor Plan Members.
The Satisfaction Period for Advisor Plan Members is 6 months after Member’s initial join date. Member must notify IDOC of its intention to terminate IDOC Membership and exercise the Satisfaction Guarantee during the 6th month of membership.
d. Select Plan Members.
The Satisfaction Period for Select Plan Members is four full calendar quarters after Member’s initial join date. Member must notify IDOC of its intention to terminate IDOC Membership and exercise the Satisfaction Guarantee during the last month of the fourth full calendar quarter of membership. Additionally, to be eligible for the Satisfaction Guarantee, Select Plan Members must also have met all of the requirements under the applicable Select Plan. If all requirements to exercise the Satisfaction Guarantee set forth in these Terms are met, then, in addition to the Refund, any applicable cancellation fee for GPN under the Select Plan (up to $500) will be waived.
IDOC may modify these Terms, any Plan 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.
8. Payments by Member.
a. Member agrees to pay membership dues and applicable 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 Vendor Program or otherwise against amounts owed by Member to IDOC, including, without limitation, past-due membership dues 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. 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 these Terms and the applicable Plan Terms.
c. 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.
These Terms, the Plan 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, the Plan Terms or IDOC Membership shall lie exclusively in the Judicial District of Stamford/Norwalk at Stamford, Connecticut.
11. Entire Agreement.
These Terms, together with the applicable Plan Terms and Member’s Application, represent the complete understanding of IDOC and Member with respect to IDOC Membership. To the extent there exists any conflict between these Terms and any Plan Terms, the Plan Terms shall control. These Terms supersede any prior IDOC general membership terms and conditions. The current Plan Terms for any IDOC membership plan supersede any prior versions thereof.
12. No Third Party Beneficiaries; No Waiver.
These Terms and the applicable Plan Terms are 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 these Terms or the applicable Plan Terms, and no course of dealing between IDOC and Member, shall operate as a waiver of such right, power or remedy.
13. Administrative Fees Paid by IDOC Vendors.
Member understands 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.
Any notice required or permitted under these Terms or any Plan Terms shall be in writing and delivered 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 on file with IDOC.
If any portion of these Terms or any Plan 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, any Plan Terms 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).