Partner Terms

DIRECTOD PARTNER TERMS (EFFECTIVE AS OF 06/10/2025)
Effective Immediately Upon Enrollment
These Partnership Terms (the "Terms") constitute the official agreement and framework governing participation in the DirectOD Partner Program (the "Program"). By enrolling in the Program, you (the "Partner") agree to the following terms and conditions, which are binding as of your official enrollment date and remain in effect throughout your participation in the Program.

1. PROGRAM OVERVIEW

1.1 Purpose of the Program

The DirectOD Partner Program was created to empower independent professionals, consultants, industry advocates, and business-minded individuals with an opportunity to contribute meaningfully to the growth of independent optometry. Partners are rewarded for referring independent optometric practices to enroll in DirectOD's platform.

1.2 Nature of the Relationship

Partners are strictly classified as independent contractors and not employees, agents, or representatives of DirectOD. This relationship carries no authority to bind DirectOD in any manner or make representations on behalf of the company beyond what is explicitly authorized.

1.3 Program Access

Upon enrollment, Partners receive access to a dedicated referral portal, promotional tools, tracking links, onboarding guides, and marketing assets approved for public use.

1.4 Independence Clause

All business conducted under this Program must be done independently and with complete transparency. The Partner must accurately represent the Program, adhere to DirectOD's branding guidelines, and avoid any misleading or exaggerated claims.

1.5 Non-Circumvention

Partners may not piggyback off pre-existing partnerships or claim credit for practices referred through other Partner efforts. Furthermore, Partners are strictly prohibited from soliciting or redirecting DirectOD clients for their own personal business interests.

1.6 No Bundled or Recycled Lead Submission

Partners may not submit leads obtained through non-exclusive sources, recycled databases, or prior ventures without explicit approval by DirectOD.

1.7 No Public Pricing or Offer Alterations

Partners are not authorized to publicly list, promote, or adjust pricing, offers, or discounts for DirectOD products or services unless approved in writing.

1.8 Endorsement Disclaimer

Partners must clearly represent themselves as independent contractors. No Partner may imply employment, executive position, or formal advisory role with DirectOD.

1.9 Communication Compliance

Partners must follow all applicable communication laws, including CAN-SPAM. DirectOD disclaims all liability for unsolicited or non-compliant communications sent by Partners.

1.10 Account Suspension Clause

DirectOD reserves the right to suspend Partner accounts or tools temporarily for investigation if irregularities or violations are suspected.

1.11 Performance-Based Opportunities

High-performing Partners may be offered additional incentives, bonuses, or exclusive opportunities at DirectOD's discretion. Participation is by invitation only.

1.12 Payment Method

All commissions will be paid via DirectOD’s approved payout platform (e.g., ACH, PayPal, or payment processor of record). Partners are responsible for maintaining accurate payout information and bear responsibility for failed transfers due to outdated or incorrect information.

1.13 Data Ownership

All client data collected through the Partner’s link, form, or tools remains the exclusive property of DirectOD. Partners may not retain, use, or share this data for any purpose beyond the scope of the Program.

1.14 Brand Affiliation Use Limits

Partners may not use DirectOD branding to create their own websites, social pages, or ad campaigns without written authorization. Doing so may result in removal from the program and potential legal action.

1.15 International Use Restriction

The Program is only available to U.S.-based Partners referring U.S.-based practices unless explicitly approved by DirectOD. Any cross-border participation must comply with U.S. export, marketing, and data laws.

1.16 Partner Status Disclaimer

Partner status (e.g., performance-based titles or tiers) is for internal reference and does not confer legal or corporate standing, ownership, or governance rights within DirectOD.

2. COMMISSION & PAYMENT STRUCTURE

2.1 Standard Commission

Partners will receive a commission of $300.00 per Enrolled Practice, provided that the practice signs up directly using the Partner's unique enrollment link or authorized referral tool. This commission is based solely on the Set Up Cost paid by the enrolling practice's primary (ADMIN) account.

2.2 Definition of Enrolled Practice

A referred practice shall be considered an “Enrolled Practice” only if it meets all of the following conditions:

Completes DirectOD onboarding
Submits all required documentation
Pays the full setup fee (unless discounted)
Is confirmed as active by DirectOD
Does not cancel during the initial enrollment window

2.3 Discounted Setup Fee Adjustment

If the setup fee is discounted, the Partner’s commission is adjusted proportionally based on the actual amount paid unless otherwise agreed upon in writing.

2.4 Shared Conversion Engagements

If DirectOD assists in closing the enrollment with meetings or follow-ups, the Partner is entitled to a simple finders fee of $50.00.

2.5 Multi-Practice Locations and Sub-Accounts

Only the primary (ADMIN) account for a multi-location practice qualifies for the $300.00 commission. Additional locations are billed at $100/month with no additional setup fees and do not generate additional commissions.

2.6 Commission Exclusions

Commission will not be paid if:

The practice did not use the Partner’s assigned tools or links
The lead was already in DirectOD’s pipeline
The practice is affiliated with corporate/franchise groups
The practice cancels or disputes payment
The Partner refers their own business without pre-approval

2.7 Commission Timing

Commissions are paid after onboarding verification. Payments follow a bi-monthly cycle but may be adjusted.

2.8 Audit and Dispute Resolution

DirectOD may audit Partner activity and payment eligibility at any time. Payment disputes must be submitted in writing within 30 days.

3. PARTNER RESPONSIBILITIES

3.1 Ethical Promotion

Partners must promote DirectOD truthfully, without misrepresentation or unauthorized claims.

3.2 Territorial Restrictions

Partners may operate anywhere in the U.S. unless otherwise restricted by DirectOD.

3.3 Use of Marketing Assets

Only approved marketing materials may be used unless otherwise authorized in writing.

3.4 Confidentiality

Partners must protect all confidential information related to DirectOD and its operations.

3.5 Prohibited Conduct

This includes, but is not limited to:

Falsified referrals
Bypassing official tools
Misrepresenting affiliation
Offering unauthorized incentives
Diverting DirectOD clients to other services

3.6 Inactive Partner Policy

Accounts inactive for 180 days may be suspended or removed.

3.7 Tax Responsibility

Partners must submit required tax forms and are solely responsible for income tax obligations.

3.8 Non-Transferability

Partnership status and tools are non-transferable without DirectOD’s written consent.

4. ELIGIBILITY REQUIREMENTS

4.1 Independent Practice Focus

Only independently owned practices are eligible unless written exceptions are granted.

4.2 Referral Validity

Referrals must be actively engaged by the Partner—not inherited, acquired, or pre-existing in DirectOD’s pipeline.

4.3 Account Duplication

If two Partners claim the same referral, payment is awarded to the Partner whose tools were used. DirectOD’s tracking is final.

5. TERMINATION & MODIFICATIONS

5.1 Termination by DirectOD

DirectOD may terminate any Partner for:

Violating these Terms
Unethical behavior
Poor performance
Legal or reputational risks

5.2 Termination by Partner

Partners may leave the program at any time by written notice. No retroactive commissions will be paid.

5.3 Modification of Terms

Terms may be updated at any time with notice. Continued participation implies acceptance.

6. DISPUTES, LIABILITY, AND LEGAL PROTECTION

6.1 Arbitration Agreement

All disputes will be handled by binding arbitration under the rules of the American Arbitration Association (AAA) in Kentucky.

6.2 No Class Actions or Jury Trials

Disputes must be resolved individually; jury trials and class actions are waived.

6.3 Indemnification

Partners must indemnify DirectOD against losses or legal actions resulting from their conduct.

6.4 Limitation of Liability

DirectOD’s total liability shall not exceed commissions paid in the prior 90 days.

7. GOVERNING LAW
These Terms are governed by the laws of the State of Kentucky.

8. ENTIRE AGREEMENT
This document constitutes the complete and exclusive understanding between the Partner and DirectOD regarding the Partner Program.

9. CONTACT
For support, contact: partners@directod.com

By joining the DirectOD Partner Program, you confirm that you have read, understood, and agree to these Terms in full. These Terms are automatically accepted and legally binding upon your enrollment and continued participation.

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