2014 Essilor Labs PracticeBuilder™ Incentive Program Terms and Conditions

  1. PROGRAM PERIOD: The 2014 Essilor Labs PracticeBuilder™ Incentive Program (the “Program” or “PracticeBuilder Program”) includes the core incentive program as described in Rules 4 through 7 (the “Core Program”) and any custom incentive programs as explained in Rule 8 (the “Custom Incentive Programs”). The Program is sponsored by Essilor Laboratories of America, Inc. (“Sponsor” or “Essilor Labs”) and runs from 12:00:00 a.m. Central Time (“CT”) on January 1, 2014 through 11:59:59 p.m. CT on December 31, 2014 (the “Program Period”). The Program is subject to these Terms and Conditions.

  2. ELIGIBILTY: The Program is open to individual professional eye care practices (“ECPs”) located in one of the fifty (50) United States and District of Columbia (“Eligible ECPs”). Enrollment and participation is for professional eye care practices only, and not for individuals. Void in Puerto Rico and where prohibited. Limit one enrollment per Eligible ECP. Eligible ECPs with more than one location (all under the same ownership and direction) must register each location separately, but may link all commonly owned practice locations for viewing on one page (but Jobs will be recorded separately by location).

    By participating in the Program and/or accepting a Rebate (as defined in Rule 5, below), Eligible ECPs warrant that they (and any individuals designated by the enrolling Practice Principal or designated Payout Administrator, both as defined below) are eligible to participate under the applicable federal and state laws governing procurement of prizes and awards. Sponsor reserves the right to disqualify any ECP or Designated Payee (as defined later in these Terms) if Sponsor determines that such ECP’s or Designated Payee’s participation in the Program or receipt or awarding of a Rebate would violate state or federal laws or regulations. Federal anti-kickback law provides for criminal and/or civil liability for inducements related to any product for which payment may be made by a federal healthcare program or federally-funded state healthcare program, including Medicaid and Medicare (collectively, “Federally Funded Programs”). Some states have similar anti-kickback laws (“State Laws”). It is Sponsor’s policy to comply with all applicable laws; however, Sponsor has no way of knowing whether any specific transaction will be paid by a Federally Funded Program or otherwise covered by State Laws. Accordingly it is the sole responsibility of the ECP to determine if a transaction is eligible for this Program and to notify Sponsor of any Job that is ineligible for any reason, and to ensure that the neither ECP nor any Designated Payee accepts any benefits under this Program that are prohibited by Federal or State law. ANY TRANSACTION FOR WHICH PAYMENT WILL BE MADE, IN WHOLE OR IN PART, BY ANY FEDERALLY FUNDED PROGRAM, OR WHICH IS OTHERWISE COVERED BY STATE LAWS, IS NOT ELIGIBLE FOR PARTICIPATION IN THS PROGRAM. Each Eligible ECP participating in this Program, as well as any Designated Payee who accepts a Rebate payment in this Program, acknowledges its agreement with these Official Rules, which are final and binding in all respects. Sponsor disclaims any and all responsibility for an ECP’s or Designated Payee’s decision to participate in this Program or to accept a Rebate in this Program.

  3. HOW TO ENROLL: One “Practice Principal” (defined as an owner, officer or director of the Eligible ECP) may enroll the Eligible ECP in the Program by completing the following steps: (a) visiting the My Essilor Labs website at https://www.myessilorlabs.com (the “Website”), (b) clicking the 2014 PracticeBuilder Incentive Program Enrollment button, (c) completing and submitting the 2014 PracticeBuilder Incentive Program enrollment form which shall include designating one person (which could be the enrolling Practice Principal or another authorized representative of the ECP) who will be the Sponsor’s contact person at the ECP with respect to the Program and who is solely authorized to designate to whom Rebate payments will be issued (the “Payout Administrator”), and (d) accepting the 2014 PracticeBuilder Incentive Program Terms & Conditions on behalf of the ECP, the Practice Principal and any employee or representative of the ECP. Enrollment in the Program begins January 1, 2014 and ends December 31, 2014 (“Enrollment Period”). Only enrollments that are completed online at the Website will be accepted. Eligible ECPs must complete all information required on the registration form and click “submit” during the Enrollment Period to participate in the PracticeBuilder Program. Eligible ECPs may enroll at any time during the Enrollment Period, but such ECPs are only eligible to earn Rebates as of the month in which they complete enrollment (for ECPs enrolled in the 2013 PracticeBuilder Program, you must re-enroll by January 31, 2014 to avoid a disruption in earning Rebates). Incomplete enrollments are ineligible. Limit one enrollment per Eligible ECP location (if multiple enrollments come in for a single Eligible ECP location, only the first will be accepted). By enrolling, each ECP and the registering Practice Principal agrees that it/he/she may be contacted by Sponsor or its agents via telephone, email or facsimile using the information provided in connection with the enrollment for information and updates directly related to PracticeBuilder.

    Neither Sponsor, its designees or agents, nor any telephone network or other service providers, are responsible for incorrect or inaccurate transcription of enrollment information, or for any human error, technical malfunctions, lost/delayed data transmission, omission, interruption, deletion, defect, line failures of any telephone network, computer equipment, software, inability to access any website or online service or website, inability to submit the online enrollment form, or any other error or malfunction, or any injury or damage to ECP's or any other person's computer related to or resulting from participation in the Program or activity on the Website, or for late, lost, illegible or misdirected enrollments.

  4. REBATE GROUPS: There are two core Rebate groups (“Core Groups”) that are part of the Program (as detailed in subsections 4.a. and 4.b., below). The first Core Group is “Core No-Glare with Transitions” and the second Core Group is “Core Digital with Transitions.” ECPs are only eligible to receive Rebates from one Core Group. Eligible ECPs that enroll in the 2014 Program that were also enrolled in the 2013 PracticeBuilder program will be automatically enrolled in the same Core Group for which they earned Rebates as of the end of the 2013 PracticeBuilder Program. Eligible ECPs that enroll in the 2014 Program that were not enrolled in the 2013 PracticeBuilder program will automatically be enrolled in Core No-Glare with Transitions. If an ECP wishes to change Core Groups, or if the ECP’s ELOA sales consultant recommends that the ECP change group during the Program Period, such ECP will be given the option to change Core Groups through the Website.

    1. Core No-Glare with Transitions – Those ECPs that elect to participate in Core No-Glare with Transitions will be eligible for Rebates (subject to satisfying the requirements set forth for such Rebates in these Terms and Conditions) on the following No-Glare and Transitions Jobs only:

      1. $6 Rebates for qualifying Crizal® Prevencia™, Crizal Sapphire UV™, and Crizal Avancé UV™ Jobs

      2. $4 Rebates for qualifying Crizal Alizé UV™ and Crizal Easy UV™ Jobs

      3. $2 Rebates for qualifying “Value AR* Jobs – excluding TD2” Jobs

        *Value AR defined for this Program to include: Komodo® Armor, Komodo® Extreme, Komodo® Ves, Reflection Free®, SharpView®+, Super AR, Teflon®, Viso XC® Plus, Kodak CleAR™, and TD2® with Optifog®

      4. $6 Rebates for Transitions® Signature™ VII, Transitions® Xtractive®, and Transitions® Vantage™ Jobs

      5. $3 Rebates for Transitions® Signature™ VI

    2. Core Digital with Transitions – Those ECPs that elect to participate in Core Digital with Transitions will be eligible for Rebates (subject to satisfying the requirements set forth for such Rebates in these Terms and Conditions) on the following Digitally Surfaced and Transitions Jobs only (note that there are no incentives or tracking on Varilux S Series™):

      1. $6 Rebates for qualifying Personalized Digital Jobs

        *Personalized Digital defined for this Program to include: Varilux Ipseo VI eyecode™, Varilux Ipseo IV™, Varilux Physio Enhansed eyecode™, Varilux Physio Enhanced Fit™, Varilux Physio Enhanced Azio™, Varilux Physio Enhanced India™, DEFINITY® 3 Plus, Essilor eyecode™ SV, and Essilor Fit™ SV

      2. $4 Rebates for qualifying Dual Optics Jobs

        *Dual Optics defined for this Program to include: Varilux Physio Enhanced™, Varilux Comfort Enhanced™, DEFINITY® 3, DEFINITY®, DEFINITY FAIRWAY™, DEFINITY SHORT™, DEFINITY FAIRWAY™ SHORT

      3. $2 for qualifying FBS and SV 360 Jobs

        *FBS and SV 360 defined for this Program to include: Varilux Physio DRx™, Varilux Physio Short DRx™, Varilux Comfort DRx™, Varilux Comfort Short DRx™, Varilux Comfort Short™ FBS, Essilor 360◦™

      4. $6 Rebates for Transitions® Signature™ VII, Transitions® Xtractive®, and Transitions® Vantage™ Jobs

      5. $3 Rebates for Transitions® Signature™ VI

  5. MONTHLY BASELINES: Each Eligible ECP enrolled in the 2014 PracticeBuilder Program that was also enrolled in the 2013 PracticeBuilder program, and each Eligible ECP enrolled in the 2014 Program who did business with ELOA (excluding partner labs) even if not enrolled in the 2013 PracticeBuilder program, will be assigned a “Monthly Baseline” for each lens category in the Core Group for which they enroll (collectively, the “Baselines”). For example, there will be a Monthly Baseline for the Crizal Sapphire UV/Crizal Avance UV/Crizal Prevencia category, another Monthly Baseline for the Crizal Alize UV/Crizal Easy UV category, another Monthly Baseline for all the products that make up the “Value AR Jobs” category, and for all the other categories under each Core Group.

    Each Monthly Baseline will be determined based on the number of lens purchases in that category by transaction (a transaction may be for a single lens or a pair) made by the Eligible ECP from ELOA (excluding partner labs) during that ECPs “Active Months” (as defined below**>) in 2013, divided by the number of Active Months for that ECP in 2013. Enrolled ECP practice representatives may find the Baselines for their practice on the Website when they log in to their ECP account. Baselines are determined solely by Sponsor and are not subject to dispute. Sponsor’s decisions and determination on this and all other matters relating to the Program are final and binding. Monthly Baselines do not change each month, they remain the same throughout the Program Period.

    **Active Months only include months in which at least one lens purchase is recorded for that ECP.

    The Monthly Baseline for a category will be zero for enrolled Eligible ECPs did not make any purchases in that category from ELOA during 2013. Sponsor reserves the right (in its sole discretion) to reduce Baselines, but will not increase them during the Program Period.

  6. HOW TO EARN REBATES: During the Program Period Sponsor will track each enrolled ECPs eligible Jobs (as defined below***) for each category of lenses in either Core No-Glare with Transitions or Core Digital with Transitions, depending on which Core Group the ECP is enrolled.

    ***A Job is defined as a single transaction for a single lens or pair of lenses that is fulfilled by the enrolled ECP through an Essilor Laboratories of America, Inc. laboratory (“ELOA”), excluding partner labs. The date of the Job is the date when the order is shipped by ELOA. In order for a Job to be eligible, it must not be for a patient whose reimbursement or payment comes from “ineligible payers,” which include, without limitation Medicare, Medicaid, CHAMPUS, or other payers considered to be “designated health services” under 42 USC Section 1395n and regulations thereunder, or similar State statutes and regulations. A representative of the ECP must notify Sponsor in writing of any Jobs that are ineligible within five (5) business days of the close of the month in which the Job is placed.

    During each calendar month during the Program Period, ECPs enrolled in the 2014 Program will earn the dollar amount noted in Rule 4 next to that lens category within their Core Group (a “Rebate”) for every Job within that lens category shipped in a calendar month that is over that ECPs Monthly Baseline for that lens category, provided (a) that the ECP has maintained at least ninety percent (90%) of the purchase volume (measured in dollars, not units) of all products purchased from ELOA as of January 2014 through the current month of 2014 compared to that same time period during 2013****, and (b)that the ECP has maintained a monthly average of at least twenty (20) Jobs (of any product) during the three (3) months***** prior to that calendar month.

    ****Calculated based on dollar volume of gross original purchases (excluding re-dos and warranties).

    *****For ECPs that were not enrolled in the 2013 PracticeBuilder Program and did not make any purchases from ELOA in 2013, the monthly average of twenty (20) Jobs in the prior three months requirement will be waived for the first three months of enrollment in the 2014 PracticeBuilder Program.

  7. REBATE PAYMENT: On or about the 30th day following the close of a calendar month during the Program Period, the amount of Rebates earned by the Eligible ECP during the calendar month will be posted in the ECPs account on the Website. After such Rebate amount is posted, and once the total Rebate amount available to that ECP reaches $25, the Payout Administrator may request a payout of the Rebate amount by completing the Payout Request Form on the Website and submitting it to Sponsor as directed on the Website. The Payout Administrator must designate on the Payout Request Form whether the Rebate payment should be made to the ECP or to an individual employee or principal of the ECP. If the Payout Administrator requests that the Rebate payment should be made to an individual employee or principal of the ECP (“Designated Payee”), the Payout Administrator must provide the complete name, title and business email address for the Designated Payee, and must send Sponsor a W9 for such Designated Payee if Sponsor does not already have one on file for such Designated Payee. Sponsor will email the enrolling Practice Principal to notify him/her that Rebate payment will be made to an individual instead of to the ECP, and Sponsor will send the Designated Payee an email with these Program Terms attached and notifying the person that they have been selected as a Designated Payee of a Rebate Payment and that they must send a reply email to Sponsor with the words “I ACCEPT THE REBATE PAYMENT AND PROGRAM TERMS” before the Rebate payment will be sent to such Designated Payee. Notes: (1) Payout requests may only be made on behalf of the Eligible ECP by the Payout Administrator designed by the owner/officer in the enrollment form; and (2) Rebate requests for Rebates earned in 2014 that total less than $25 may be made between January 1, 2015 and March 30, 2015. Rebate payouts will be made by check to the name of the Eligible ECP named in the enrollment unless a different Designated Payee is indicated in the Payout Request Form . Rebate amounts for each calendar month will accumulate until a Payout Request Form is submitted. Any Rebates from the 2014 Program for which no Payout Request Form has been submitted by March 31, 2015 will be forfeited. The entity or individual to whom the Rebate payment is made shall be responsible for any and all taxes on such Rebate amount.

  8. CUSTOM INCENTIVES: Sponsor reserves the right, in its sole discretion, to offer custom incentive programs to one or more Eligible ECPs during the Program Period (“Custom Incentives” or “Custom Incentive Programs”). Such Custom Incentive Programs may be for products included in the Core Program as described in Rules 4-7 above, or for other lens products or categories. For each Custom Incentive Program, the baseline for the product subject to the incentive program shall be determined based on the number of purchases for that lens type by transaction (a transaction may be for a single lens or a pair) made by the Eligible ECP from ELOA during that ECPs Active Months (as defined above) in 2013, divided by the number of Active Months for that ECP in 2013. The Rebate amount and goal required to achieve the Rebate in the Custom Incentive Program shall be determined by Sponsor and communicated to the individual Eligible ECPs eligible for such custom incentive program. The incentive details (e.g., lens types or categories, rebate amounts or other specific incentive terms) shall be set forth in a Custom Incentive Program Terms document to be provided by Sponsor, and the general terms of these 2014 PracticeBuilder Incentive Program Terms and Conditions shall apply to all Custom Incentive Programs offered through PracticeBuilder, unless otherwise specified in the Terms for the particular Custom Incentive Program. If a Custom Incentive Program includes an incentive for a product already incentivized under the Core Program (as listed in Rule 4, above), the specific Terms of the Custom Incentive Program shall prevail over the rebate terms set forth herein and the Eligible ECP shall not be allowed to receive a rebate or incentive under both this Core Program and the Custom Incentive Program. If there is a conflict between the written Terms for a Custom Incentive Program and these 2014 PracticeBuilder Incentive Program Terms and Conditions, the Terms for the Custom Incentive Program shall prevail.

  9. MISCELLANEOUS RULES: The Program IS NOT OPEN TO THE GENERAL PUBLIC. By enrolling or accepting a Rebate payment, ECPs, Practice Principals and Designated Payees (collectively “participants”) agree to these 2014 PracticeBuilder Incentive Program Terms and Conditions, and accept decisions of the Sponsor as final in all matters relating to the Program. Sponsor reserves the right to disqualify ECPs that violate these Terms and Conditions or that do not remain active (minimum 1 job per month) during any individual month of the Program Period, or to disqualify any participants who that or who interfere with the Program in any manner. All transactions are subject to verification by Sponsor and Sponsor reserves the right to void any transactions deemed suspect in any manner. Posting of sales activity on the Website does not guarantee credit for such Job. These Terms and Conditions are subject to change by Sponsor with or without prior notification. Any changes to the Terms and Conditions for this Program will be posted on the Website.

  10. LIMITATIONS: Sponsor will not be responsible for any typographical or other errors in printing the offering or the administration of the Program. The Program can be modified or discontinued at any time at the sole discretion of Sponsor. Sponsor reserves the right to add to, modify, and/or change the Program terms and conditions at any time. By participating, each participant agrees to release and hold harmless Sponsor, its parent company, affiliates, agencies, and their employees, officers, directors and shareholders from any claims, actions, injury, loss or damage of any kind resulting from participating in the Program or from the acceptance or use of any Rebate awarded. By enrolling or accepting a Rebate payment, all participants agree that Texas law governs this Program without regard to conflicts of law principles. By enrolling, all participants consent to the jurisdiction and venue of the federal, state and local courts of Dallas, Texas for the resolution of all disputes.

  11. SPONSOR: The Sponsor is Essilor Laboratories of America, Inc., 13555 N. Stemmons Freeway, Dallas, TX 75234.

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