Amplif-Eye™ Terms & Conditions

CONTENTS:

Quarterly Rebate Component Terms and Conditions:

1. Rebate Chart
2. Definitions
3. Eligibility and Rebate Calculation
4. Rebate Processing
5. Forfeiture and Right to Offset
6. Miscellaneous

Annual Component Terms and Conditions:

1. Annual Component, Tiers and Qualifications
2. Definitions
3. Offerings
4. Forfeiture and Right to Offset
5. Miscellaneous

Quarterly Rebate Component Terms and Conditions

These are the Terms and Conditions for the Fiscal Year 2024 Quarterly Component of CooperVision’s Amplif-Eye™ Program (“Quarterly Rebate Component”).

Rebate Chart

Definitions

"Box” means an individual box of Product or Rebate Earning Product, without regard for the number of lenses in the box.

“Fiscal Quarter” means the following periods during a Fiscal Year: November 1 – January 31 (Fiscal Quarter 1), February 1 – April 30 (Fiscal Quarter 2), May 1 – July 31 (Fiscal Quarter 3), and August 1 – October 31 (Fiscal Quarter 4).

“Fiscal Year” means the period between November 1 of a year and October 31 of the following year. The specific year a Fiscal Year is referred to is the year in which it ends (e.g., Fiscal Year 2024 is November 1, 2023, through October 31, 2024).

“Net Number of Boxes” means the aggregate number of Boxes of Product or Rebate Earning Product purchased by Quarterly Participant during a Fiscal Quarter (either directly from CooperVision or indirectly through a CooperVision authorized distributor), less any returns, credits, or discounts. Net Number of Boxes is determined for each Fiscal Quarter separately and there is no carry-over or aggregation of Net Number of Boxes from one Fiscal Quarter to the next, unless otherwise expressly indicated.

“Per-Box Rebate” shall have the meaning given in the “Eligibility” section below. 

“Product(s)” means CooperVision branded, or customer branded equivalent, soft contact lenses manufactured by CooperVision or its subsidiaries and purchased by Quarterly Participant from CooperVision or an authorized distributor, including MiSight, but excluding specialty contact lenses sold or formally sold by CooperVision Specialty EyeCare, trial lenses or any other contact lenses expressly excluded from this Quarterly Rebate Component by CooperVision.

“Qualified Location(s)” means any location or group of locations of a Quarterly Participant, owned by Quarterly Participant as of the last day of a relevant Fiscal Quarter, as determined by CooperVision.

“Quarterly Participant” means a member of a CooperVision approved Doctor Alliance, Buying Group, Franchise, Sublease, or enrolled independent location participating in this Quarterly Rebate Component, for so long as such Quarterly Participant is an enrolled independent location or member of Doctor Alliance, Buying Group, Franchise, Sublease as of the last day of the relevant Fiscal Quarter of Fiscal Year 2024, as determined by CooperVision. Any reference to “Quarterly Participant” shall, for clarity, include any Qualified Locations of such a Quarterly Participant.

“Rebate Chart” means the chart illustrating the Per-Box Rebates and Rebate Earning Products for this Quarterly Rebate Component and published by CooperVision online or in sell sheets describing the Quarterly Rebate Component.

“Rebate Earning Product” means a subset of purchased Product on which a quarterly rebate can be earned under the program described herein, comprising only those Products in the Brand Families specifically set forth in the Rebate Chart (or, for clarity, customer brand equivalents of those Brand Families).

“Threshold(s)” shall have the meaning given in the “Eligibility” section below.

Eligibility and Rebate Calculation

Quarterly Participants must be independent locations enrolled in the Quarterly Rebate Component by a CooperVision Sales Representative or otherwise affiliated with an approved Doctor Alliance, Buying Group, Franchise or Sublease that participates in the Quarterly Rebate Component. Enrollment for members of an approved Doctor Alliance, Buying Group, Franchise, Sublease participating in the Quarterly Rebate Component is automatic. Speak to your CooperVision or authorized distributor Sale Representative about any questions on enrollment. 

To earn a quarterly rebate under the Quarterly Rebate Component, Quarterly Participants must have both (i) a Net Number of Boxes of all Product for the relevant Fiscal Quarter in Fiscal Year 2024 equal to or greater than the Net Number of Boxes of all Product for the same Fiscal Quarter in Fiscal Year 2023 (e.g., Fiscal Quarter 1 2024 is compared to Fiscal Quarter 1 2023), and (ii) purchased a minimum of 100 Net Number of Boxes of all Product for the relevant Fiscal Quarter in Fiscal Year 2024 ((i) and (ii) each a “Threshold”, and collectively, the “Thresholds”)

Notwithstanding that the Thresholds are determined based on purchases of all CooperVision Product, once the Thresholds are met, quarterly rebates are calculated and paid only on Rebate Earning Product. The quarterly rebate is calculated by first determining the per-Box rebate dollar amount (the “Per-Box Rebate”) from the Rebate Chart, based on the intersection of (i) the column determined by Quarterly Participant’s Net Number of Boxes of all Product for the relevant Fiscal Quarter in Fiscal Year 2024 and (ii) the row for the relevant Rebate Earning Product. The quarterly rebate is then calculated by multiplying the applicable Per-Box Rebate by the Net Number of Boxes of Rebate Earning Product for the relevant Rebate Earning Product.

Rebate Processing

If any quarterly rebate under this Quarterly Rebate Component is less than one hundred dollars ($100), said rebate payment will not be paid, will not be carried over and will be forfeited.

Please allow up to 8 weeks from the end of the Fiscal Quarter for rebate processing.

Any claim(s) by Quarterly Participant for quarterly rebates(s) not properly calculated or distributed by CooperVision must be brought to CooperVision’s attention in writing within forty-five (45) days after (i) receipt of the applicable rebate payment or credit from CooperVision or (ii) the date a rebate should have last been paid or credited by CooperVision if no rebate is paid or credited (i.e. 8 weeks after the end of the relevant Fiscal Quarter in Fiscal Year 2024). Any claim not timely brought shall be forfeited.

Forfeiture and Right to Offset

In the event that Quarterly Participant fails to pay any CooperVision invoice when due or fails to maintain all accounts with CooperVision on a current basis, CooperVision shall offset amounts owed to CooperVision with any quarterly rebate earned by Quarterly Participant under this Quarterly Rebate Component, and shall a balance still remain or such failures to maintain accounts in good standing persist, Quarterly Participant shall forfeit any continued participation in this Quarterly Rebate Component.

A violation by Quarterly Participant of any of these Terms and Conditions, including but not limited to those related to resale obligations, reasonable purchases, or any efforts to manipulate the Quarterly Rebate Component may, in CooperVision’s sole discretion, result in a forfeiture of any rebate(s). If a quarterly rebate has already been paid during any period when these Terms and Conditions were violated, or that was not earned before CooperVision discovered the violation, improper payment or declared a forfeiture, Quarterly Participant shall immediately repay the rebate amount to CooperVision, or in the alternative, CooperVision shall collect such amount by offsetting against any future amounts owed Quarterly Participant (under this Quarterly Rebate Component or otherwise) and reserves the right to take any other action to collect such amount.

A change in ownership of a Quarterly Participant, as determined by CooperVision, prior to the last day of an applicable Fiscal Quarter in Fiscal Year 2024 shall result in a forfeiture of the prior owner’s receipt of any quarterly rebate for the Fiscal Quarter, even if ownership existed for a portion of the Fiscal Quarter.

Quarterly Participant will be ineligible for this Quarterly Rebate Component in the event that Quarterly Participant becomes eligible for and elects to participate in an alternate CooperVision rebate program.

Miscellaneous

Confidentiality. During the Fiscal Year 2024 and for two (2) years thereafter, Quarterly Participant agrees to maintain the confidentiality of any information that reasonably should be considered confidential given the nature of the information and the circumstances of its disclosure, including, but not limited to, the Terms and Conditions of this Quarterly Rebate Component.

Reasonable Purchases. Quarterly Participant will purchase Product in quantities reasonably required to meet its ordinary course of business requirements. If CooperVision believes Quarterly Participant has purchased Products in excess of what is reasonably required for its ordinary course of business, or that its returns are excessive or not returned in compliance with applicable CooperVision returns policies, then CooperVision reserves the right, among other remedies, and in its sole discretion, to exclude such excessive purchases from this Quarterly Rebate Component and to decline to provide credits for the excessive return of such Products.

Resale Obligations. Quarterly Participant shall purchase Products to fulfill its own business requirements only, shall sell Product only to end-user consumers, and shall not purchase Products for, or resell them through, any other person or entity.

Reservation of Rights. CooperVision reserves the right and discretion to administer the Quarterly Rebate Component as it sees fit consistent with these Terms and Conditions. CooperVision shall have the right to immediately modify or terminate all or part of the Quarterly Rebate Component described herein, at any time and for any reason, at CooperVision’s sole discretion, without penalty, provided that CooperVision shall be obligated to pay in full any rebates earned through the date of such modification or termination.

Governing Law. The Quarterly Rebate Component is governed by and construed in accordance with the laws of New York, without reference to its conflict of laws principles.

Annual Component Terms and Conditions

These are the Terms and Conditions for the 2024 Annual Rebate Component of CooperVision’s 2024 Amplif-Eye™ Program (“Annual Component”).

Annual Component, Tiers and Qualifications

The Amplif-Eye™ Annual Component provides various rebate Offerings to qualifying Annual Participants based on Tiers as set out in the Tier Chart. Tier qualification is based on Fiscal Year 2023 Net Product Purchases and the Qualification Amounts listed in the Tier Chart. The Offerings for a relevant Tier are available to Annual Participants in that Tier for all of Calendar Year 2024, subject to periodic review for downward Tier adjustment or removal from the Annual Component due to any substantial change in Annual Participant’s then-current Fiscal Year 2024 Net Product Purchases compared to Net Product Purchases for the same period of Fiscal Year 2023.

Tier Chart

Definitions

“Annual Participant” means a member of a CooperVision approved Doctor Alliance, Buying Group, Franchise, Sublease, or an independent location CooperVision has made a participant in this Annual Component as of November 1st, 2023. Any reference to “Annual Participant” shall, for clarity, include any Qualified Locations of such an Annual Participant. 

“Calendar Year” means the period including and between January 1 and December 31 of a year.

“Fiscal Quarter” shall have the meaning given in the Quarterly Component Terms and Conditions.

“Fiscal Year” means the period between November 1 of a year and October 31 of the following year. A Fiscal Year is referred to by the year in which it ends (e.g., Fiscal Year 2024 is November 1, 2023, through October 31, 2024).

“Net Number of Boxes” shall have the meaning given in the Quarterly Component Terms and Conditions.

“Net Product Purchases” means the aggregate amount (in U.S. dollars, as calculated by CooperVision) of Products purchased by Annual Participant for Qualified Locations during the relevant time period (either directly from CooperVision or indirectly through a CooperVision authorized distributor), less any returns, credits, or discounts.

“Offerings” refers to the offerings that are available to Annual Participants based on qualifying for a Tier, as set forth in the Tier Chart, and as more fully described below.

“Product(s)” means CooperVision branded, or customer branded equivalent, soft contact lenses manufactured by CooperVision or its subsidiaries and purchased by Annual Participant from CooperVision or an authorized distributor, including MiSight, but excluding specialty contact lenses sold or formally sold by CooperVision Specialty EyeCare, trial lenses or any other contact lenses expressly excluded from the Amplif-Eye™ program by CooperVision.

“Threshold(s)” shall have the meaning given in the Quarterly Component Terms and Conditions.

“Tier” means Gold, Platinum or Diamond, as determined by Fiscal Year 2023 Net Product Purchases and the Qualification Amounts. 

“Tier Chart” means the chart illustrating the Tiers, Qualification Amounts and Offerings for this Annual Component and published by CooperVision online or in sell sheets describing the Annual Component.

“Qualification Amount” means the amounts of Net Product Purchases listed in the Tier Chart and used in determining qualification for Tiers.

“Qualified Location(s)” means any location or group of locations of an Annual Participant, owned by Annual Participant at the time seeking Offerings as determined by CooperVision.

“Quarterly Component” means the quarterly rebate component of CooperVision’s Amplif-Eye™ Program and separate from this Annual Component.

“Quarterly Participant” shall have the meaning given in the Quarterly Component Terms and Conditions.

Offerings

“Amplif-Eye™ Diamond Offer” Offering. If a qualifying Diamond Tier Annual Participant is not paid a quarterly rebate for a Fiscal Quarter in which Annual Participant was a Quarterly Participant under the Quarterly Component as a result of not meeting one or both of the Threshold(s), such Annual Participant may, nonetheless, have an opportunity to earn a quarterly rebate for those missed Fiscal Quarter(s). To do so, Annual Participant must, (i) as determined by CooperVision, be in the Diamond Tier at the end of the Fiscal Year 2024 and (ii) have an aggregate Net Number of Boxes of all Products for all four Fiscal Quarters of 2024  equal to or exceeding the Annual Participant’s aggregate Net Number of Boxes of all Products for all four Fiscal Quarters of 2023. All other terms and conditions of the Quarterly Component will apply as if the Threshold(s) were met for the relevant Fiscal Quarters, except that payment calculation and processing shall be determined at, and based on, the end of Fiscal Quarter 4.

“Deeper Pricing Discount” Offering. Qualifying Platinum or above Tier Annual Participants that commit to pre-pay $20,000 as part of CooperVision’s separate 2024 Virtual Inventory Program and/or for Annual Participants that purchase a 250 count Bulk Box as part of CooperVision’s 2024 Inventory Program will receive additional price discounts above and beyond those of the standard programs. Annual Participants must be enrolled in the 2024 Virtual Inventory Program and/or 2024 Inventory Program to obtain the Deeper Pricing Discount under the respective program, and all terms and conditions of the 2024 CooperVision Virtual Inventory Program and/or the 2024 CooperVision Inventory Program apply.

“Digital Marketing Materials” Offering. Qualifying Annual Participants will have access to digital templates such as web banners, social media or email that can be personalized with Annual Participant’s name, logo, website or contact information as well as non-personalized seasonal marketing assets available through CooperVision’s Digital Marketing Toolkit. No customization of marketing assets beyond the personalization of the templates mentioned above will be provided. All digital templates and seasonal marketing assets that are part of the Digital Marketing Materials Offering are created by CooperVision. CooperVision reserves the right to determine, add, remove, or change assets contained in this Offering without notice.

“Free Direct Shipping” Offering. Qualifying Annual Participant will receive no cost two-day shipping to Annual Participant’s Qualified Location(s) or directly to Annual Participant’s patients for Product ordered directly from CooperVision. For clarity, Free Direct Shipping is not available for orders consisting of trial lenses only and CooperVision reserves the right to monitor the amount of trial lenses included in any shipment with Product and to remove this Offering from an Annual Participant taking advantage of the Offering to obtain excessive trial lenses or to charge Annual Participant freight for any shipments that are abusive of these terms and conditions. CooperVision further reserves the right, at its sole discretion, to discontinue Free Direct Shipping in the event of any material change in shipping costs caused by factors outside of CooperVision’s reasonable control. Free Direct Shipping is not available for orders placed indirectly with an authorized distributor (even if CooperVision ships the order) or for any orders shipped by an authorized distributor. For any overnight shipping or other service upgrade requested, Annual Participant will be charged freight.

“Higher Patient Rebate” Offering. Qualifying Platinum or above Tier Annual Participants will be provided with patient rebates for CooperVision’s national rebates for annual supplies of certain MyDay^®, clariti^® 1 day and Biofinity^® brand lenses that will be for a patient rebate that is $20 above the standard national patient rebates and in lieu of national patient rebates. The Higher Patient Rebates are subject to all accompanying and applicable terms and conditions for CooperVision rebate programs and are available for qualifying Annual Participants’ patients only.

“MiSight^® Promotional Patient Toolkit” Offering. Qualifying Annual Participants will receive CooperVision MiSight^® marketing materials such as social media posts, emails, web banners and content, in addition to office materials such as hanging banners, posters, and brochures. All marketing assets in the MiSight^® Promotional Patient Toolkit are created by CooperVision. MiSight^® Promotional Patient Toolkit marketing materials are not personalized or customized. CooperVision reserves the right to determine, add, remove, or change assets contained in the MiSight^® Promotional Patient Toolkit without notice.

“Practice Locator Badge” Offering. Qualifying Annual Participants will have an account indicator, created by CooperVision, that will be placed next to, or in the vicinity of an Annual Participant’s name.

Forfeiture and Right to Offset

In the event that Annual Participant fails to pay any CooperVision invoice when due or fails to maintain all accounts with CooperVision on a current basis, CooperVision shall offset amounts owed to CooperVision with any monetary Offering earned by Annual Participant under this Annual Rebate Component, and shall a balance still remain or such failures to maintain accounts in good standing persist, Annual Participant shall forfeit any continued participation in this Annual Component.

A violation by Annual Participant of any of these Terms and Conditions, including but not limited to those related to resale obligations, reasonable purchases, or any efforts to manipulate Annual Rebate Component may, in CooperVision’s sole discretion, result in a forfeiture of any rebate(s). If a monetary Offering has already been paid during any period when these Terms and Conditions were violated, or that was not earned before CooperVision discovered the violation, improper payment or declared a forfeiture, Annual Participant shall immediately repay the amount of the monetary Offering to CooperVision, or in the alternative, CooperVision shall  collect such amount by offsetting against any future amounts owed Quarterly Participant (under this Annual Component or otherwise) and reserves the right to take any other action to collect such amount.

Miscellaneous

Confidentiality. During the Calendar Year 2024 and for two (2) years thereafter, Annual Participant agrees to maintain the confidentiality of any information that reasonably should be considered confidential given the nature of the information and the circumstances of its disclosure, including, but not limited to, the Terms and Conditions of this Annual Component.

Marketing Materials Usage. Annual Participant will have access to marketing materials under the Digital Marketing Materials and MiSight^® Promotional Patient Toolkit Offerings. Annual Participants may not make any changes to these marketing assets. These marketing assets will be provided in reasonable quantities to meet Annual Participant’s ordinary course of business requirements. If CooperVision believes Annual Participant is requesting such marketing assets in excess of what is reasonably required for its ordinary course of business, then CooperVision reserves the right, among other remedies, and in its sole discretion, to decline to provide additional marketing assets.

Annual Participants may use CooperVision trademarks, trade names and logos (“Marks”) and materials provided as part of Offerings solely in connection with its promotion of CooperVision Products and in accordance with these Annual Component Terms and Conditions. The Offerings provided for herein transfer no ownership of any CooperVision intellectual property or Marks and, except as expressly stated herein, provide no license to Annual Participant. Annual Participant shall, upon written notice from CooperVision, cease to promote, market or advertise the Products or make any use of CooperVision’s Marks or materials, including, without limitation, any personalized Digital Marketing Materials.

Resale Obligations. Annual Participant shall purchase Products to fulfill its own business requirements only, shall sell Product only to end-user consumers, and shall not purchase Products for, or resell them through, any other person or entity.

Reservation of Rights. CooperVision reserves the right and discretion to administer the Annual Component as it sees fit consistent with these Terms and Conditions. CooperVision shall have the right to immediately modify or terminate all or part of the Annual Component described herein, at any time and for any reason, at CooperVision’s sole discretion, without penalty, provided that CooperVision shall be obligated to pay in full any rebates earned through the date of such modification or termination.

Governing Law. The Annual Component is governed by and construed in accordance with the laws of New York, without reference to its conflict of laws principles.