This is the contractual agreement between OpticalFit Corp and your eye care practice as an Authorized Retailer of OpticalFit eyewear.
Effective Date: May 6, 2026 | Last Updated: May 6, 2026
OPTICALFIT CORP — 1944 NE 5th Ave, Boca Raton, FL 33431, USA
This Authorized Retailer Agreement (the "Agreement") is entered into between OpticalFit Corp, a Florida corporation, and the eye care practice that has applied for and been approved to participate in the OpticalFit Authorized Retailer Program.
OpticalFit operates a digital platform that enables eye care practices to sell prescription eyewear to their own patients through a digital storefront branded under the practice's name.
Retailer wishes to participate in the OpticalFit Authorized Retailer Program and operate a digital storefront on the OpticalFit platform under the terms set forth in this Agreement.
In consideration of the mutual covenants set forth below, the Parties agree as follows.
For purposes of this Agreement, the following terms have the meanings set forth below.
The Parties intend, and structure the relationship under this Agreement so that:
Retailer represents and warrants to OpticalFit that:
Retailer sets the Retail Prices at which it sells eyewear to its Patients through its Storefront.
OpticalFit may establish a maximum Retail Price ceiling for any SKU to protect the integrity of the OpticalFit brand. Retailer's pricing autonomy under this Section 4 is subject to Section 5.4 (Pass-Through Line Items).
Retailer is solely responsible for the tax consequences of its pricing decisions.
OpticalFit will supply eyewear to Retailer at the Wholesale Prices set forth in OpticalFit's then-current wholesale price list.
OpticalFit may update the wholesale price list, the SKU catalog, and any maximum-Retail-Price ceilings on at least thirty (30) days' notice.
Specific frames, materials, lens types, or coatings may from time to time be unavailable.
Section 5.4 — Pass-Through Line Items. OpticalFit designates certain line items as Pass-Through Line Items. For these line items, the Wholesale Price equals the Retail Price published on the Storefront, and Retailer earns no Retail Margin on the Pass-Through Line Item. The current list of Pass-Through Line Items is published in the wholesale price list available through the Platform.
For Pass-Through Line Items: (i) the Retail Price is fixed by OpticalFit and Retailer's pricing autonomy under Section 4 does not apply; (ii) Retailer may not adjust the Retail Price; (iii) Retailer earns no Retail Margin on the Pass-Through Line Item; and (iv) the absence of Retail Margin reflects OpticalFit's wholesale supply decision, not a refusal to pay any compensation owed to Retailer.
OpticalFit makes the per-SKU designation of Pass-Through Line Items, the Wholesale Price, and the Retail Price visible to Retailer through the retailer dashboard at all times. Retailer can therefore see, before listing or selling any SKU, whether Retailer will earn Retail Margin on that SKU and at what amount.
Retailer hereby appoints OpticalFit as Retailer's limited payment-processing agent for all Patient transactions.
OpticalFit will remit Retail Margin to Retailer within thirty (30) days after the date the eyewear is delivered to the Patient.
Eligibility for remittance is determined by the order date. If a Patient order is placed during a period when Retailer's Subscription is active, Retailer is entitled to the Retail Margin on that order, even if delivery happens after the Subscription has lapsed.
OpticalFit may withhold or delay remittance in cases of suspected fraud, chargebacks, or disputed orders.
Retailer is responsible for ensuring its payout details are accurate and current.
Retailer's right to operate a Storefront and access the Platform is conditional on Retailer maintaining an active Subscription. The Subscription fee is a SaaS fee and is not contingent on the volume or value of any patient sales.
At enrollment, Retailer selects the Subscription cadence (monthly, quarterly, annual, or such other cadence as OpticalFit may offer).
Renewal and re-consent. Each time Retailer pays a Subscription renewal, Retailer re-acknowledges and re-consents to the then-current version of this Agreement.
If Retailer's Subscription lapses, Retailer's Storefront becomes inactive but margin already earned on pre-lapse orders is still remitted.
OpticalFit grants Retailer a non-exclusive, non-transferable, revocable license to access and use the Platform during periods of active Subscription.
OpticalFit will perform the following on Retailer's behalf:
Cost allocation: OpticalFit absorbs the cost of replacements and credits for genuine manufacturing defects and shipping damage.
Retailer agrees to:
All right, title, and interest in and to the Platform and the OpticalFit branding remain the property of OpticalFit Corp or its licensors.
Retailer grants OpticalFit a limited, non-exclusive, royalty-free license to use Retailer's name, address, and logo solely for the purpose of operating Retailer's Storefront within the Platform.
OpticalFit's processing of Patient personal information and protected health information (PHI) on Retailer's behalf is governed by the Business Associate Agreement attached as Exhibit A to this Agreement, which Retailer accepts at the same time as this Agreement by payment of the Subscription fee. The Business Associate Agreement is incorporated into and forms part of this Agreement.
Each Party will comply with all applicable data protection and privacy laws.
This Agreement begins on the date Retailer first accepts it and continues for as long as Retailer maintains an active Subscription.
Either Party may terminate this Agreement for convenience by providing written notice.
OpticalFit may terminate this Agreement immediately for cause, including material breach, loss of license, fraud, exclusion from federal healthcare programs, or insolvency.
Upon termination, Retailer's Storefront is deactivated but Retail Margin earned in compliance with this Agreement is still remitted.
Retailer will defend, indemnify, and hold harmless OpticalFit from third-party claims arising out of Retailer's clinical care, breach of this Agreement, or violation of applicable law.
OpticalFit will defend, indemnify, and hold harmless Retailer from third-party claims arising out of manufacturing defects, IP claims on the Platform, or OpticalFit's breach of this Agreement.
The indemnified Party will promptly notify the indemnifying Party of any claim and reasonably cooperate in the defense.
EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACH OF SECTION 11 OR EXHIBIT A, AND ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW: NEITHER PARTY WILL BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF SUBSCRIPTION FEES PAID OR RETAIL MARGIN REMITTED IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
The Platform is provided "as is" and "as available."
This Agreement is governed by the laws of the State of Florida, USA.
The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Palm Beach County, Florida.
Independent contractors. The Parties are independent contractors.
Entire agreement. This Agreement, together with the Terms and Exhibit A, constitutes the entire agreement between the Parties.
Amendments. OpticalFit may amend this Agreement on at least thirty (30) days' notice.
Assignment. Retailer may not assign this Agreement without OpticalFit's prior written consent.
Notices. Notices to OpticalFit must be sent to info@opticalfit.us.
Severability. If any provision is held invalid, the remaining provisions remain in full force and effect.
Force majeure. Neither Party is liable for failures caused by events beyond its reasonable control.
Electronic signature and counterparts. This Agreement is accepted electronically under E-SIGN, UETA, and equivalent international laws.
If a court, regulator, or other competent authority determines that any provision of this Agreement is inconsistent with applicable anti-kickback laws, the Parties will negotiate in good faith to modify the provision.
Acceptance of this Agreement is automatic upon payment of any Subscription fee for access to the Platform. Any individual with access to Retailer's enrollment account is presumed by the Parties to have been granted that access by Retailer and to be authorized to act on Retailer's behalf in connection with this Agreement. The following information will be captured from Retailer at the time of acceptance and forms part of the executed Agreement:
OpticalFit Corp accepts this Agreement, on behalf of OpticalFit Corp, by activating Retailer's Storefront on the Platform following Retailer's acceptance and successful enrollment. OpticalFit's acceptance is given by a duly authorized officer of OpticalFit Corp acting in that capacity.
A copy of this Agreement, with the captured acceptance information, will be made available to Retailer in PDF form through Retailer's dashboard immediately after acceptance and may be downloaded at any time thereafter.
This BAA supplements the Authorized Retailer Agreement and applies only to PHI that OpticalFit creates, receives, maintains, or transmits on behalf of Retailer in connection with the Platform.
OpticalFit may use and disclose PHI only as necessary to perform the services described in the Authorized Retailer Agreement, as required by law, or as otherwise permitted by 45 C.F.R. § 164.504(e).
OpticalFit will implement administrative, physical, and technical safeguards in accordance with the HIPAA Security Rule.
OpticalFit will require any subcontractor that handles PHI to enter into a written agreement imposing substantially the same restrictions.
OpticalFit will notify Retailer without unreasonable delay, and in any event within thirty (30) days, of any Breach of Unsecured PHI as required by 45 C.F.R. § 164.410.
OpticalFit will, within fifteen (15) business days of Retailer's request, make PHI available to enable Retailer to comply with individual rights under 45 C.F.R. §§ 164.524, 164.526, and 164.528.
Upon termination of the Authorized Retailer Agreement, OpticalFit will, if feasible, return or destroy all PHI received from or created on behalf of Retailer.
Retailer's consent to this BAA is given at the same moment as Retailer's consent to the Authorized Retailer Agreement, by payment of the Subscription fee for access to the Platform. The Authorized Retailer Agreement and this BAA are accepted together as a single bundled acceptance event, captured at the time of payment, with the timestamp and IP address recorded.