Enroll

1. PROGRAM. The Signet Armorlite PracticePlus® Program (the "Program") is a promotional program sponsored by Signet Armorlite, 5803 Newton Drive, Suite A, Carlsbad, CA 92008 (“Sponsor”). Professional eyecare practices (“Practices”) that meet the eligibility requirements set forth in Section 3 below may enroll in the Program and may earn rebates from Sponsor by meeting minimum sales requirements, as detailed in Section 5 below.   In addition, from time to time Sponsor may offer bonus rebates, as detailed in Section 8 below. The Program is governed by these PracticePlus® Program Terms and Conditions ("Terms and Conditions"), which are effective as of April 18, 2017, and which supersede any terms, conditions, rules and practices that were previously in effect. In the event of a discrepancy between these Terms and Conditions and any advertising or other collateral material, the Terms and Conditions shall govern. This Program is void where prohibited or otherwise restricted by law.
2. PROGRAM TERM. The Program will be in effect from April 18, 2017 through and including December 31, 2018 (“Initial Term”), unless terminated earlier by Sponsor. After the Initial Term, the Program will automatically renew for additional one (1) year terms (each, a “Renewal Term” and together with the Initial Term, the “Program Term”), unless and until terminated by Sponsor. Sponsor may terminate the Program at any time during the Program Term, provided that it gives ten (10) days advance written notice of termination at Practice-Plus.net (the “Program Website”) and/or to Enrolled Practices (as defined in Section 3.b below) via email or at their business address on file. Sponsor may also modify the Program and/or its Terms and Conditions by providing advance written notice at the Program Website and/or to Enrolled Practice via email or at their business address on file.
3. ELIGIBILITY AND ENROLLMENT.
   1. Eligibility. To participate in the Program, the Practice (i) cannot be excluded, debarred or suspended from participation in any federal health care program. The term "federal health care program" is defined at 42 U.S.C. §1320a-7b(f) and includes Medicare, Medicaid, TRICARE and certain other government funded health care programs and plans; and (ii) must be licensed, located and practicing in one of the 50 United States or District of Columbia (the “S.”) or in Puerto Rico (“PR”) (each an “Eligible Practice”).
   2. Enrollment. To enroll in the Program, an owner, officer or director of the Eligible Practice (a “Practice Principal”) must enroll the Eligible Practice by completing an official Program enrollment form (the “Enrollment Form”) and submitting it to Sponsor as indicated on the Enrollment Form during the Program Term. An Eligible Practice may only enroll one time, meaning that if multiple enrollments are submitted by a single Eligible Practice, only the first enrollment will be accepted. On the Enrollment Form, the Practice Principal must designate one person (either him or herself, or another Practice employee) to be the Practice Administrator for the Eligible Practice (the “Practice Administrator”). Eligible Practices with multiple locations under the same ownership and direction (each a “Location”) may enroll each Location separately (each an “Enrolled Practice Location”), or may enroll all Locations together as a single participating Practice (a “Multi-Location Enrolled Practice”).   For purposes of these Terms and Conditions, enrolled Eligible Practices with a single location, Enrolled Practice Locations and Multi-Location Enrolled Practices shall all be referred to as “Enrolled Practices” where a distinction is not necessary.
   3. Claim Forms. Enrollment may occur at any time during the Program Term. Once the Enrollment Form has been processed by Sponsor, Sponsor will issue a form to the Enrolled Practice upon which eligible Jobs (as defined in Section 4 below) can be claimed (the “Claim Form”). Each Claim Form will have a pre-printed control number and issue date on it, and can only be submitted one time within sixty (60) days of the issue date. The Practice Administrator and anyone else designated by the Practice Administrator in writing (email is sufficient) to Sponsor (collectively referred to as “Practice Representatives” or individually as a “Practice Representative”) may submit Claim Forms on behalf of the Enrolled Practice. If so requested by a Practice Administrator, Sponsor will issue additional Claim Forms to an Enrolled Practice prior to receipt of a previously issued Claim Form if such Enrolled Practice chooses to have more than one Practice Representative completing separate Claim Forms (and provided that such Enrolled Practice has an internal protocol for reporting Eligible Jobs on Claim Forms to avoid duplicate reporting).
   4. Good Standing. To be eligible to earn rebates under the Program, the Enrolled Practice, and any Locations of the Enrolled Practice – even if such Location is enrolled separately as its own Enrolled Practice Location - must be and remain in good standing, which means, among other things, that (i) the Enrolled Practice (including all Locations) must be current on all payments due to Sponsor in accordance with Sponsor's payment terms, and (b) the Enrolled Practice (including all Locations) and all of its owners and employees must be eligible to participate in all federal health care programs(“Good Standing Status”). Enrolled Practices with Good Standing Status, as determined solely by Sponsor, shall be referred to herein as “Active Practices.” If an Active Practice loses its Good Standing Status (which would also affect the Good Standing Status of any Locations under common ownership of that Enrolled Practice – even if such Location is enrolled as its own Enrolled Practice Location), but remains an Eligible Practice, it may be able to renew its participation in the Program by contacting Sponsor by calling 1-800-950-5367 and correcting the issues resulting in it losing it Good Standing Practice.   Allowing a previously enrolled Eligible Practice to return to Active Practice status is in Sponsor’s sole discretion.
   5. Termination of Enrolled Practice. Sponsor, in its sole discretion, reserves the right to terminate any Enrolled Practice that fails to meet the Program requirements or objectives. The exclusion, debarment or suspension of an Enrolled Practice from participation in any federal health care program is grounds for immediate termination of said Enrolled Practice in the Program. If an Enrolled Practice is terminated (a “Terminated Practice”), all of Terminated Practice's Locations– even if such Location is enrolled separately as its own Enrolled Practice Location – will also be terminated. Terminated Practices will no longer be eligible to earn rebates under the Program, and any rebates associated with a Claim Form submitted but not yet paid out will be forfeited.
   6. Communications. By enrolling, each Enrolled Practice agrees that Sponsor may contact the Practice Principal, the Practice Administrator or any Practice Representative via telephone, email, mail or facsimile with respect to the Program.
4. JOBS. As used in connection with the Program and in these Terms and Conditions, the term "Job" means a single sales transaction (excluding re-makes, warranty fulfillment, and free product sample voucher redemptions) made by an Active Practice for a PAIR of KODAK Progressive Lenses (a PAIR is one left lens and one right lens ordered for one patient in a single transaction) for a patient with a current, valid, vision prescription that is fulfilled by any Signet Armorlite authorized optical laboratory operating in the U.S. or PR (each an “Authorized Lab”). Any Jobs not verifiable by Sponsor are disqualified. The date of the Job is the date when the Job is invoiced by the Authorized Lab to the Active Practice. To be eligible for a rebate, the Job must be invoiced by the Authorized Lab on or after the issue date pre-printed on the Claim Form, and before the Claim Form is submitted by the Active Practice to Sponsor for redemption (an “Eligible Job”).
5. BASE REBATE. In order to earn a base rebate (the “Base Rebate”), a Practice Representative for an Active Practice must submit a Claim Form with at least twenty (20) Eligible Jobs detailed on the Claim Form (the “Minimum Requirement”) that were invoiced by the Authorized Lab to the Active Practice within sixty (60) days after the date Sponsor issued the Claim Form to the Active Practice (the “Claim Period”). The Base Rebate will only be available on Eligible Jobs invoiced by the Authorized Lab to the Active Practice during the Claim Period and reported by a Practice Representative on that Claim Form, subject to Sponsor verification of the authenticity of such Eligible Jobs. The Base Rebate for a properly completed and timely submitted Claim Form will be $10 per Eligible Job. Sponsor reserves the right to change the Base Rebate amount by giving notice of such change on the Program Website. Any Jobs that were invoiced by the Authorized Lab to the Active Practice before the issue date printed on the Claim Form or outside the Claim Period are not eligible for redemption. An Active Practice may not submit the same Eligible Jobs on more than one Claim Form. Jobs from one Active Practice may not be reported on a Claim Form by another Active Practice, even if under common ownership.
6. HOW TO SUBMIT A CLAIM FORM. Only a Practice Representative may submit Claim Forms on behalf of the Active Practice. Each Eligible Job may be submitted only one time. The Practice Representative must complete the Claim Form in its entirety and submit it either electronically or by fax, per the instructions on the Claim Form, to Sponsor for receipt within sixty (60) days of the issue date printed on the Claim Form. For Active Practices that are either entirely new to participating in the Program or who have been inactive for a period of two months, such Active Practice’s first Claim Form submission (or first Claim Form submission after the noted period of inactivity) must include a copy of the supporting and appropriately redacted invoice* for each Eligible Job detailed on the Claim Form. After the first Claim Form submission, the Active Practice does not have to submit the supporting invoices for each Eligible Job unless Sponsor specifically requests such Enrolled Practice to do so, in which case the Enrolled Practice must submit those invoices within five (5) business days of such request, or the Claim Form may be disqualified. If any invoice for any Eligible Job on a Claim Form is not submitted within five business days of Sponsor’s request or if submitted invoices do not reflect an Eligible Job (as determined solely by Sponsor), then the entire Claim Form will be disqualified and no Base Rebate will be paid on any Jobs reported on that Claim Form.

   Claim Forms may be submitted as follows:

   1. Online at Practice-Plus.net, or
   2. By fax to (800) 467-1242.

   If invoices are being submitted and the Claim Form is submitted online, the Active Practice must identify whether they will be faxing, mailing or scanning and emailing the supporting invoices, and such invoices must be postmarked or transmitted within twenty-four (24) hours of the time the Claim Form is transmitted. Claim Forms that are not transmitted and received by Sponsor within sixty (60) days of the Issue Date printed on the Claim Form will be void and any Jobs invoiced by the Authorized Lab to the Active Practice during the sixty (60) days following the Issue Date printed on the Claim Form are invalid for any future claims for redemption. Each Claim Form has a unique control number and can only be used one time. If a Claim Form with the same control number is submitted more than one time, only the first submission of the Claim Form will be honored. It is recommended that Enrolled Practices keep a copy of the Claim Form and all invoices. Proof of submission is not proof of receipt. Once a Claim Form is properly submitted for redemption, a new Claim Form will be issued to the Enrolled Practice.

   No variance from this Claim Form submission process is allowed without Sponsor’s prior written approval.

*Invoices that are submitted with the first Claim Form or thereafter as requested by Sponsor must identify (i) the type and number of lenses ordered, (ii) the lab from which the lenses were ordered, and (iii) the date the lenses were ordered. In addition, each invoice must have a unique invoice number printed on it. All personally identifiable patient information must be blacked out or otherwise redacted when the invoice is submitted to Sponsor.

7. PAYMENT OF BASE REBATES. The Base Rebates earned by an Active Practice will be paid out to the Active Practice by check, which will be issued and mailed to the Active Practice (care of the Practice Administrator) at the business address provided in the Enrollment Form within approximately six to eight weeks following receipt and processing of the Claim Form. The Active Practice may keep, use or distribute the Base Rebates as it sees fit; however, regardless of how a Base Rebate is used or distributed by the Active Practice, the Active Practice will be responsible for all taxes associated with acceptance of such Base Rebates.
8. BONUS REBATE. From time to time during the Program Term, Sponsor may offer a bonus rebate or other discount to all or a sub-group of Active Practices (each a “Bonus Rebate”). These Terms and Conditions shall apply with respect to each Bonus Rebate that is identified as being a Bonus Rebate under the Program, except to the extent that the terms of the Bonus Rebate as detailed in the Bonus Rebate advertising materials (the “Bonus Terms”) are inconsistent with these Terms and Conditions, in which case the Bonus Terms shall prevail on that issue. Issues on which the Bonus Terms are silent shall be governed by these Terms and Conditions, as interpreted and enforced in Sponsor’s sole discretion. The Bonus Terms shall include such details as the eligible participants, dates, requirements for earning the Bonus Rebate, eligible labs, the amount of the Bonus Rebate, etc. The Active Practice may keep, use or distribute the Bonus Rebate (s) as it sees fit; however, regardless of how a Bonus Rebate is used or distributed by the Active Practice, the Active Practice will be responsible for all taxes associated with acceptance of such Bonus Rebate.
9. REBATE REPORTS. On or before April 30^TH of each calendar year in which the Program is in effect, Sponsor will provide each Enrolled Practice that has had any activity within the prior calendar year with the following information to be posted on the Program Website (the “Rebate Report”),:
   1. The total number of Eligible Jobs reported on a Claim Form by the Enrolled Practice during that calendar year;
   2. The dollar amount of the Enrolled Practice’s Base Rebates earned during that calendar year; and
   3. Other rebates or discounts (g., Bonus Rebates), if any, provided to Enrolled Practice in connection with the Eligible Jobs.
10. COMPLIANCE WITH TERMS. Enrolled Practices agree to comply with these Terms and Conditions during the Program Term.
11. COMPLIANCE WITH LAWS. Sponsor and each Enrolled Practice covenant and agree that it will comply with applicable laws and regulations during the Program Term, 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. More specifically, 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 other price reductions provided under this Program. Each Enrolled Practice, in turn, 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 to the Enrolled Practice under this Program, including, but not limited to, the Base Rebates and Bonus Rebate s, and any other incentive program or promotion sponsored by Sponsor.
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 and its state law counterparts, or pursuant to its contractual arrangements with third party payers―to fully and accurately report and disclose the net purchase price* for all products it purchases from an Authorized Lab under the Program. Each 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―its net purchase price for all products it purchased and/or receives from an Authorized Lab under the Program or any other incentive program or promotion sponsored by Sponsor, and (b) provide the relevant government authority, health care plan or program, or third party payer with such further information regarding its purchases and net purchase prices, as may be requested..

* For purposes of these Terms and Conditions, the term “net purchase price” means the net discounted price that the Practice paid for each Eligible Job at issue (i.e., the purchase price minus all price reductions, including, but not limited to, the Base Rebates, Bonus Rebates, and other discounts, rebates, re-makes, warranty fulfillments, and free product sample voucher redemptions).

Enrolled Practices may wish to consult their legal advisers regarding how and when to report and disclose their net purchase prices under the Program, including whether and how the rebates earned under this Program should be allocated among the Eligible Jobs that the Enrolled Practice purchased or purchases under the Program.

13. DOCUMENT RETENTION. To find the information necessary to meet the potential reporting obligations referenced in Section 12 above, Enrolled Practice should retain printed or electronic copies of the annual Rebate Report, as well as its invoices for all Eligible Jobs ordered under the Program.
14. MISCELLANEOUS RULES. The Program IS NOT OPEN TO THE GENERAL PUBLIC. By enrolling or accepting a rebate, Enrolled Practices agree to these Terms and Conditions, and to accept the decisions of Sponsor as final in all matters relating to the Program. Sponsor reserves the right to disqualify Enrolled Practices that violate these Terms and Conditions, that do not meet the Minimum Requirement during a Claim Period, that report Jobs that are not Eligible Jobs, that report Jobs that cannot be substantiated with appropriate invoices, that report Jobs more than one time, that interfere with or disrupt the Program in any manner, or that otherwise violate these Terms and Conditions or the spirit or intent of the Program. Reporting a Job on a Claim Form does not guarantee credit for the Job.
15. RESERVATION OF RIGHTS. Sponsor reserves the right in its sole discretion to: add to, modify, and/or change these Program Terms and Conditions at any time, to discontinue all or part of the Program for any reason and at any time, to verify any transaction or Job at any time, and to void any transactions or Jobs that it deems suspect in any manner. Any changes to the Terms and Conditions for the Program will be posted on the Program Website and become effective upon such posting.
16. RELEASE AND INDEMNITY. By enrolling in the Program and/or accepting the Base Rebate, each Enrolled Practice agrees to indemnify, release and hold harmless Sponsor, its affiliated and parent companies, and each of their respective officers, directors, shareholders, employees, agents, contractors 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 acceptance of any rebates or discounts, and (b) violations of privacy or publicity rights, or defamation.
17. LIMITATION OF RESPONSIBILITY. The Released Parties are not responsible for: (a) lost, late, incomplete, inaccurate, illegible, undelivered, garbled, misdirected, damaged, postage due or lost mail, communications, 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 Website or the Program; (d) other errors of any kind, whether human, mechanical, electronic, network, typographical, printing or otherwise, relating to or arising under the Program or the earning or receipt of rebates or discounts; (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; or (f) injury or damage to any computer or network related to or resulting from enrollment or participation in the Program.
18. DISPUTE RESOLUTION. Except where prohibited by law, each Enrolled Practice consents and agrees to the jurisdiction and venue of the federal, state and local courts of San Diego, CA for the resolution of all disputes, claims, and causes of action (collectively “Disputes”), and agrees that any and all Disputes brought or otherwise asserted against any of the Released Parties that relate to or arise under this Program shall be (i) resolved individually, without resort to any form of class action, and (ii) limited to actual out-of-pocket costs incurred, including costs associated with participating in this Program but in no event 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 California, without regard to conflicts of law principles.
    
19. WAIVER OF CERTAIN DAMAGES. Each Eligible Practice and Enrolled Practice expressly waives any and all rights that it 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 AN ENROLLED PRACTICE TO UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY’S FEES) FROM ANY SUCH ENROLLED PRACTICE TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
21. PRIVACY. Any information collected online in connection with this Program is subject to the privacy policy posted on the Program Website.
22. CAUTION. ANY ATTEMPT BY ANY PERSON OR ENTITY TO DISRUPT OR DAMAGE THE LEGITIMATE OPERATION OF THE PROGRAM OR PORTAL WILL BE PURSUED TO THE FULLEST EXTENT OF THE LAW.
23. SPONSOR. Signet Armorlite, 5803 Newton Drive, Suite A, Carlsbad, CA 92008

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