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Referral Operating Agreement

  1. Making Referrals

    Everyone who is a registered customer of Lens.com is eligible for the Referral Program. You become a referrer of Lens.com when you send your first e-mail to a friend or when a customer enters your e-mail address when they register on the site. Submission by you of an e-mail address or the entry of your e-mail address on the join page constitutes your acceptance of all terms and conditions of this agreement.

    You receive referral commission when a new customer you have referred to the Lens.com site purchases a product. To ensure that you receive the correct commission a new customer must come to the site by using the URL link provided in the e-mail you sent to them or by entering your e-mail address when they register as an Lens.com customer.

    Currently, all the products offered at Lens.com are eligible for commission. The products offering and referral fee schedule are subject to change by us, upon notice to you. If we add products, we may allow you to also offer such products pursuant to the Referral Program. All imaging supplies and other products added by us as being offered by Referrals, and which we authorize you to sell, are hereinafter sometimes called "Products".

  2. Referral Fees

    1. How You Earn Referral Fees

      You will earn a referral fee on any product that is purchased, shipped and paid for in full by a customer who has entered your e-mail address when registering or followed your link from the ‘share this site with a friend’ e-mail to Lens.com.

    2. Your Referral Fee Schedule

      The Lens.com Referral Program pays you referral fees based on the net purchase price received by us for all products sold directly by us to people you referred to our website. Fees are not paid on amounts collected for sales taxes, shipping, handling, and similar charges, credit card fraud and bad debt, and credits for returned goods.

    All available products on our website are eligible for referral fees to be paid as follows:

    1. You will earn five percent (5%) of the net sales collected by us. This will be applied as a credit to your next order from Lens.com (not including shipping and handling).

    Lens.com will keep track of the total visits, sales and commission generated from the customers you referred to our website. You must have your e-mail and password in order to view your Referral Statistics Report.

  3. Customers

    1. Handling Customer Orders

      All orders placed by customers you referred to Lens.com will be processed by us. We will prepare each order, process payments, cancellations, and returns, handle shipping, and service customers. Any order not complying with our requirements may be rejected. We will track all sales made by customers you have referred to our site. This can be checked at any time online by accessing the Referral Statistics Report.

    2. Customers Subject to Our Policies

      Any customers who purchase through our website will be subject to Lens.com customer service policies and operating procedures. We reserve the right to alter these at our discretion, including without limitation, the pricing of all Products.

  4. Referrer Responsibilities
    1. Compliance with this Agreement

      We have the right at any and all times to monitor your referral to determine if you are in compliance with the terms of this agreement.

  5. Name and Trademark Licenses
    1. Licenses

      This agreement includes our grant to you of non-exclusive, non-transferable, revocable licenses to (i) access our website through the links established, strictly in accordance with the terms of this agreement and (ii) use those designs, trade names, trademarks, and similar identifying material relating to us which we authorize you to use (collectively, the "Licensed Marks"), for the sole purpose of selling authorized Products from your Referrals to Lens.com, and strictly in accordance with the terms of this agreement. You may not alter, modify, or change the Licensed Marks in any way. We may alter, modify or change the Licensed Marks, in our sole discretion, upon notice to you.

    2. Restrictions on Use

      You shall not anywhere make any specific use of any Licensed Marks, without first submitting a sample of such to us and obtaining the prior written consent of Lens.com, which may be unreasonably withheld. You agree not to use the Licensed Marks in any manner that is disparaging, portrays us in a negative light, or otherwise harms the good name and reputation of Lens.com. All other rights in the Licensed Marks are reserved. We may revoke your licenses at any time, by giving you written notice.

    3. License by Affiliate

      This agreement also includes your grant to us of a non-exclusive license to use your names, slogans, and logos, as the same may be amended from time to time (the "Trademarks"), to advertise and promote, in any manner, your membership in the Referral Program; provided, however, that we shall not be required to advertise and/or promote you or the Trademarks. Your license to us shall terminate upon the effective date of the expiration or termination of this agreement.

  6. Term of this Agreement

    Once we accept your Application into the Referral Program, this agreement will be in effect. It may be terminated at any time by either you or us, with or without cause, through written notice. You will be eligible to earn referral fees only on sales generated during the term of this agreement.

  7. Modifications

    We reserve the right to modify any of the terms and conditions contained in this agreement, at any time, in our sole discretion. You will be notified by e-mail and a notice will be posted on our website. Modifications may include, but are not limited to, Products, changes in the scope of available commission fees, commission schedules, payment procedures, and Referral Program rules. If you find any modification unacceptable, your only recourse is to terminate this agreement, and cease to participate in the Referral Program. Your continued participation in the Referral Program following our posting of a change notice or new agreement on our website will constitute binding acceptance of the change.

  8. Relationship of Parties

    Each party to this agreement is an independent contractor, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that would contradict anything in this agreement.

  9. General Terms and Conditions

    1. Assignment and Waiver

      You may not assign this agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this agreement.

    2. Disclaimers

      We make no express or implied warranties or representations with respect to the Referral Program or any products sold through the Referral Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of performance, dealing, or trade usage). In addition, we make no representation that the website will operate, or that operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any of the foregoing.

    3. Referrer's Representations

      You hereby represent and warrant to us as follows:

      1. This agreement constitutes a legal, valid, and binding obligation on your part, enforceable against you in accordance with its terms.
      2. You have the absolute right and authority to grant to us the license to use the Trademarks in the manner contemplated in this agreement, and such grant does not and will not breach or conflict with any agreement or other instrument applicable to you, or infringe upon any proprietary right of any other person or entity.
      3. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any Referral of yours, with respect to the execution, delivery or consummation of this agreement, or with respect to the Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
    4. Confidentiality

      Except as otherwise provided in this agreement or with the consent of the other party hereto, we both agree that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Referrals provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be disclosed to third parties, or utilized, directly or indirectly, by such party for its own business purposes (except as contemplated by this agreement) or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Referral. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to an order issued by any court or administrative agency, (b) to its accountants, lawyers, or other professional advisors on a confidential basis, and (c) otherwise as required by applicable law.

    5. Limitation of Liability

      We will not for any reason whatsoever be liable for any direct, indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this agreement or the Referral Program, even if we have been advised of the possibility of such damages. Without limiting the generality of the foregoing, our aggregate liability will not for any reason whatsoever exceed the total commission fees paid or payable to you under this agreement.

    6. Indemnification

      You hereby agree to indemnify and hold harmless Lens.com, and its subsidiaries and Referrals, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including solicitor's fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content not provided by us.

    7. Independent Investigation

      You acknowledge that you have read this agreement, understand it in its entirety, and agree to all of its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement You have independently evaluated the desirability of participating in the Referral Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

    8. Governing Law

      This agreement will be governed by the laws of the United States without reference to rules governing choice of laws.