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ESSILOR PRACTICEBUILDER™ PROGRAM TERMS AND CONDITIONS

1. Overview . The ESSILOR PRACTICEBUILDER™ PROGRAM (the “Program”) is sponsored by Essilor of America, Inc., 13555 North Stemmons Freeway, Dallas, TX 75234 on behalf of its subsidiary laboratories (“Essilor” or “Sponsor”). Under the Program, professional eyecare practices that meet the eligibility criteria set forth in Section 4 below and that enroll in the Program pursuant to the requirements set forth in Section 5 below may earn price reductions on various Essilor Labs lenses in the form of the Rebates defined and described in Section 11 below.

2. Terms and Conditions . These ESSILOR PRACTICEBUILDER™ PROGRAM TERMS AND CONDITIONS (“Terms and Conditions”) shall govern the operation of the Program, superseding any and all terms, conditions, rules, and practices previously in effect. In the event of a discrepancy between these Terms and Conditions and any advertising or other collateral material, these Terms and Conditions shall govern.

3. Program Period . The Program shall begin on August 1, 2025 onward, and shall continue, in annual increments based on the calendar year, until modified or canceled by Sponsor. (As set forth in Section 22 below, Sponsor reserves the right to modify or cancel the entire or part of the Program for any reason). Each calendar year under the Program shall be referred to as a “Program Year.”

4. Eligibility . The Program is open to professional eyecare practices only (i.e., not individual professionals) that: (a) are located in one of the fifty United States, the District of Columbia, or Puerto Rico; (b) are invited by Essilor to participate in the Program; and (c) are not excluded, debarred, or suspended from participation in any federal health care program, as defined below (“Eligible Practice”). 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.

To be clear, if an Eligible Practice becomes ineligible under Section 4(c) above during the Program, such practice will no longer be eligible to participate in the Program, earn Rebates (as that term is defined in Section 11 below), or receive earned but as yet undistributed Rebates.

5. Enrollment . The enrollment process is as follows:
   1. The Sponsor’s Account Executive will invite the owner, director or principal of the Eligible Practice to enroll via email.   This includes all locations and account numbers that belong to the Eligible Practice;
   2. Upon receipt of the enrollment invitation, the Eligible Practice will validate the practice, account and location information.  If the Eligible Practice has any questions about the account or location information, they can contact Customer Service at PBsupport@essilorusa.com;
   3. Upon validation of locations and account numbers, the Eligible Practice must accept these Program Terms and Conditions, by clicking the link in the email and checking the box indicating that the Eligible Practice understands, accepts, and agrees to abide by the Terms and Conditions; 
   4. Complete the Program enrollment form in its entirety; this will require, among other things, (i) designating an owner and/or an employee with authority to represent the Eligible Practice and serve as its principal contact for purposes of the Program (the “Authorized Practice Administrator”);

5. As long as an Eligible Practice completes its enrollment, completes an IRS Form W-9 or any other forms issued or requested by Sponsor, and does not lose its eligibility pursuant to Section 4(c), it will be eligible to earn and receive the Rebates (as that term is defined below in Section 11) offered under this Program. Upon completion of the enrollment process, each Eligible Practice will be called an “Enrolled Practice.”

6. Once registered, the Enrolled Practice may log into www.PracticeBuilder.com.

6. Communications . Enrolled Practice agrees to the receipt of mail, faxes, phone calls and/or email at the numbers/emails provided in the account details for all purposes relating to the Program. Enrolled Practice also understands and acknowledges that the most recent information regarding the Program, including the Rebates that may be earned by Enrolled Practice under the Program, can be found on Enrolled Practice’s Program account on the Portal (“Program Website”).

7. Good Standing . In order to earn or receive any Rebates (as that term is defined below in Section 11) under this Program, an Enrolled Practice must remain in good standing with Sponsor and each applicable Participating Lab (defined below), which means, among other things, that (a) the Enrolled Practice must be current on all payments due to Sponsor and each applicable Participating Lab in accordance with their respective payment terms and (b) the Enrolled Practice and all of its owners and employees must be eligible to participate in all federal health care programs.

8. Participating Lab . For purposes of the Program, a “Participating Lab” is defined as any of the Essilor Labs optical laboratories listed in the following hyperlink: https://invitecrp.essilorusa.com/files/PracticeBuilder-Participating-Labs.pdf. This list may be updated from time to time on a prospective basis.

9. Job . For purposes of the Program, a “Job” is defined as a single order transaction made by an Enrolled Practice for a pair of eyeglass lenses for a single patient under one prescription that is fulfilled by a Participating Lab. A Job  excludes free, no cost, and complimentary lenses, product samples, remakes or other lenses that are obtained as part of a warranty fulfillment. The date of a particular Job is the date when the Job is shipped from the relevant Participating Lab to the Enrolled Practice, as reflected on the Enrolled Practice’s invoice from the Participating Lab.

10. Net Purchases . For purposes of the Program, an Enrolled Practice’s “Net Purchases” shall mean Essilor’s actual aggregate receipts from Jobs ordered by the Enrolled Practice less any discounts, rebates (earned under this Program and/or other programs or agreements), free products or services, redos, returns, allowances, freight charges, sales and use tax, or other price reductions.

11. Rebate Overview . Under the Program, an Enrolled Practice may earn Product Rebates and Volume Rebates (each defined below and referred to collectively as the “Rebates”), subject to the limitations set forth in these Terms and Conditions.
    1. No Rebates in Month of Enrollment . Enrolled Practice is not eligible to earn any Rebates in the month it enrolls in the Program. Enrolled Practices may start earning Rebates in the month following its enrollment in the Program.

12. Product Rebates . Under the Program, an Enrolled Practice may earn one (1) or more rebates (“Product Rebates”) for Jobs involving specified brands of eyeglass lenses or lens treatments (“PR Jobs”), subject to the limitations set forth in these Terms and Conditions.
    1. Assignment of Product Rebates . Under the Program, Enrolled Practice shall only be eligible for Product Rebates assigned by its Essilor Account Executive, which assignment shall be in the Account Executive’s sole discretion. The specific Product Rebates assigned and available to each Enrolled Practice will be posted in advance on that Enrolled Practice’s Program Website account.
    2. Product Rebate Terms . The terms and conditions for each assigned Product Rebate (“Product Rebate Terms”) shall be posted on the Enrolled Practice’s Program Website account and shall become effective from the date of such posting. Sponsor is authorized to change the Product Rebate Terms, on a prospective basis, from time to time in its sole discretion. Any such updated Product Rebate Terms shall be posted on that Enrolled Practice’s Program Website account. The Product Rebate Terms and any updates thereto are hereby incorporated into these Terms and Conditions by reference. All versions of Product Rebate Terms applicable to Enrolled Practice’s assigned Product Rebates will be archived and will be accessible through that Enrolled Practice’s Program Website account for three (3) years following the conclusion of the Program Period.  For special discounts/rebates involving Varilux® XR Series™, the discount/rebate will apply to the lens treatment only (e.g. Crizal®, Transitions®, and/or Xperio UV™.  Enrolled Practice is encouraged to log in to their Program Website account to review the most recent version of the Product Rebate Terms before purchasing any Product Rebate Jobs.

13. Volume Rebates . Under the Program, an Enrolled Practice also may earn one (1) or more rebates based on Net Purchases (“Volume Rebates”), subject to the limitations set forth in these Terms and Conditions.
    1. Assignment of Volume Rebates . Under the Program, Enrolled Practice shall only be eligible for Volume Rebates assigned by its Essilor Account Executive, which assignment shall be in the Account Executive’s sole discretion. The specific Volume Rebates assigned and available to each Enrolled Practice will be posted on that Enrolled Practice’s Program Website account.
    2. Volume Rebate Terms . The terms and conditions for each assigned Volume Rebate (“Volume Rebate Terms”) shall be posted on the Enrolled Practice’s Program Website account and shall become effective from the date of such posting. Sponsor is authorized to change the Volume Rebate Terms, on a prospective basis, from time to time in its sole discretion. Any such updated Volume Rebate Terms shall be posted on that Enrolled Practice’s Program Website account. The Volume Rebate Terms and any updates thereto are hereby incorporated into these Terms and Conditions by reference. All versions of Volume Rebate Terms applicable to Enrolled Practice’s assigned Volume Rebates will be archived and will be accessible through that Enrolled Practice’s Program Website account for three (3) years following the conclusion of the Program Period.  Enrolled Practice is encouraged to log in to their Program Website account to review the most recent version of the Volume Rebate Terms before purchasing any Volume Rebate Jobs.

14. Payment of Rebates .
    1. Form of Rebate Payments . All Rebates earned under the Program shall be applied as a billing statement credit or sent to the Enrolled Practice by check, ACH (automated clearing house), or wire transfer. The specific form(s) of Rebate payment shall be determined by the Enrolled Practice’s Essilor Account Executive, in the Account Executive’s sole discretion.  Note, other than in extraordinary circumstances only prior Program participants are eligible for check, ACH or wire transfer payments.
    2. Billing Statement Credits . If a Rebate will be applied as a billing statement credit, the credit will be applied on the monthly billing statement immediately following the month in which the Rebate is earned.
    3. Rebate Payouts . If a Rebate will be sent by check, ACH, or wire transfer, Enrolled Practice may request such payouts as follows:
       1. Available Payout Amount . The dollar amount of Rebates earned by an Enrolled Practice in a given month will be posted on their Program Website account in the immediately following month. After such Rebate amount is posted, the Enrolled Practice may request a Rebate payout in the form of a check, ACH, or wire transfer.
       2. Payout Request Process . In order to request a Rebate payout, the Enrolled Practice must have a complete and accurate “New Supplier/Payee Setup Form,” also known as a substitute IRS W-9, on file with Sponsor. Rebate payout requests may only be made on behalf of the Enrolled Practice by the Practice Principal or the Authorized Practice Administrator via the “Request Check” button on the Rewards page of the Program Website. Rebate payouts will only be issued to the Enrolled Practice, not an individual. Once submitted, the Rebate payout will be processed and delivered within six (6) weeks of the request date. Any changes to practice information may cause delays in Rebate payout. Each Enrolled Practice’s Rebate payout will be posted on their Program Website account.
       3. Payout Request Deadline. Rebate amounts for each calendar month will accumulate until a payout request is submitted.  Any Rebate earned under the the current Program Year for which no payout request has been submitted (in conformance with the requirements of these Terms and Conditions) on or before March 31, of the following Program Year shall be permanently forfeited.

15. Compliance with Terms . By enrolling in the Program, each Enrolled Practice agrees to comply with these Terms and Conditions, and understands and agrees that Sponsor’s decisions with respect to all aspects of the Program, including the construction and meaning of the Terms and Conditions, are final in all respects.

16. Compliance with Laws . Essilor Labs and Enrolled Practice covenant and agree that they will comply with all applicable laws and regulations, 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.
    1. Essilor Labs covenants and agrees that it will satisfy the requirements imposed on a “seller” under the discounts exception, 42 U.S.C. § 1320a-7b(b)(3)(A), and the discounts safe harbor, 42 C.F.R. § 1001.952(h), to the Anti-Kickback Statute with respect to all price reductions (including Rebates) provided under this Program.
    2. Enrolled Practice 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 the discounts safe harbor, 42 C.F.R. § 1001.952(h), to the Anti-Kickback Statute with respect to all price reductions (including Rebates) provided to Enrolled Practice under this Program or any other incentive program or promotion sponsored by Essilor Labs.

17. Rebate Report . On or before April 30 of the following Program Year, Essilor shall make the following data (“Rebate Report”) available to each Enrolled Practice on its Program Website account:
    1. Descriptions of the Product Rebates and Volume Rebates assigned to Enrolled Practice under the Program;
    2. The type and quantity of Enrolled Practice’s PR Jobs under the Program;
    2. The quantity of Jobs that made up Enrolled Practice’s Net Purchases under the Program;
    3. The dollar amount of Enrolled Practice’s Net Purchases under the Program;
    4. The total dollar amount of the Product Rebates earned by Enrolled Practice under the Program and the total dollar amount of the Product Rebates paid (or to be paid) to Enrolled Practice; and
    5. The total dollar amount of the Volume Rebates earned by Enrolled Practice under the Program and the total dollar amount of the Volume Rebates paid (or to be paid) by Enrolled Practice.

The Rebate Report will be archived for ten (10) years following the date the Rebate Report is issued to the Enrolled Practice.  Enrolled Practice may contact Essilor Customer Service at PBsupport@essilorusa.com to receive copies of archived Rebate Report(s).

18. Price Transparency . 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, 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 (as that term is defined below) for all products it purchases from a Participating Lab under this Program or any other incentive program or promotion sponsored by Essilor Labs. Toward that end, each Enrolled Practice covenants and agrees that it will:

1. Fully and accurately report and disclose―to the relevant government authority, health care plan or program, or third party payer―the net purchase price for all products it purchases and/or receives from a Participating Lab under this Program or any other incentive program or promotion sponsored by Essilor Labs; and

2. Provide the relevant government authority, health care plan or program, or third party payer such further information regarding its net purchase prices and the Rebates it earned and received under this Program, as may be requested.

For purposes of these Terms and Conditions, the term “net purchase price” means the net discounted price that the Enrolled Practice paid for each Job at issue (i.e., the purchase price  minus all price reductions, including, but not limited to, Product Rebates, Volume Rebates, and all other discounts, rebates and free or discounted items or services such as, by way of example, free product sample voucher redemptions).

19. Document Retention . To find the information necessary to meet the potential reporting obligations referenced in Section 18, Enrolled Practice should retain (a) its Rebate Report, and (b) all of its invoices and monthly billing statements from Participating Labs for all Jobs ordered under the Program.

20. Indemnity . By enrolling in the Program and/or accepting any Rebates, each Enrolled Practice agrees to indemnify, release and hold harmless Sponsor and Participating Labs, their respective affiliates, and their respective officers, directors, shareholders, employees, agents 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 redemption of any Rebates and (b) publicity, rights of privacy or defamation.

21. Limitation of Responsibility . The Released Parties are not responsible for: (a) lost, late, incomplete, inaccurate, undelivered, garbled, or lost 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 Portal, 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; (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; (f) injury or damage to any computer or network related to or resulting from enrollment or participation in the Program; and (g) any personal injury, property damage, or any other loss, injury, or damage suffered by any person relating in any way to the items or services purchased, in whole or in part, through redemption of rebates.

22. Reservation of Rights . Sponsor reserves the right in its sole discretion:
    1. To terminate the participation of any Enrolled Practice in the Program.
    2. To correct or amend the Terms and Conditions retroactively to the start of the Program Period.
    3. To modify or cancel the entire or part of the Program for any reason.

Notice of any of these actions will be posted by Sponsor on the Program Website and incorporated herein by reference.

23. Termination of Enrolled Practice . If an Enrolled Practice is terminated from the Program, it will no longer be eligible to earn Rebates under the Program, but any Rebates earned prior to termination will be redeemable, subject to the limitations in these Terms and Conditions. The exclusion, debarment or suspension of an Enrolled Practice or any of its owners from participation in any federal health care program is grounds for immediate termination from the Program.

24. Dispute Resolution . Except where prohibited by law, Eligible Practices and Enrolled Practices agree that any and all disputes, claims, and causes of action brought or otherwise asserted by them or on their behalf against any of the Released Parties that relate to or arise under this Program shall be (a) resolved individually, without resort to any form of class action, and exclusively by an action in state or federal court located in the State of Texas; and (b) limited to actual out-of-pocket costs incurred, including costs associated with participating in this Program but in no event include 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 Texas, without regard to conflicts of law principles.

25. Waiver of Certain Damages .  Eligible Practices and Enrolled Practices expressly waive any and all rights that they 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.

26. Privacy . Personal information (if any) collected online in connection with this Program shall be subject to the privacy policy posted on the Portal or Sponsor’s website (www.essilorusa.com).

27. CAUTION . ANY ATTEMPT BY ANY PERSON OR ENTITY TO DISRUPT OR DAMAGE THE LEGITIMATE OPERATION OF THE PROGRAM, THE PORTAL, OR THE PROGRAM WEBSITE WILL BE PURSUED TO THE FULLEST EXTENT OF THE LAW.