CAP Purchasing Alliance (CPA) is provided as a free member benefit through membership in the
Cooperative of American
Physicians. CPA accesses committed contract pricing through the HealthTrust (HPG),
AdvantageTrust contract portfolio.
In addition, CPA leverages Expansion, LLC and Purchase Clinic technology in the
administration of the program.
Last Updated January 19, 2016
***IMPORTANT, PLEASE READ THESE ONLINE TERMS OF SERVICE CAREFULLY. EXPANSION, LLC IS THE
ADMINISTRATOR OF THIS
PROGRAM.
Expansion, LLC, a Maryland limited liability company doing business as PurchaseClinic.com
(“PurchaseClinic,” “we,” “our” or
“us”), permits
eligible companies that have completed their online registration to access and use the
Platform available through
websites under the control of PurchaseClinic (the “Websites”) to complete
certain GPO-related
transactions (the “Service”), conditioned on acceptance of these Terms of
Service (“Terms of
Service”).
Note: These Terms of Service include a Disclaimer of warranties by
PurchaseClinic (Section 8),
Limitations on Liability and Remedies (Sections 9-10), Indemnification (Section 11), a
dispute resolution provision
(Section 13) that affect your rights with respect to the Service. Please review those
Sections (and all other terms)
carefully.
1. Acceptance of Terms of Service
These Terms of Service constitute a legal agreement between PurchaseClinic, the eligible
corporation, limited
liability company or other entity that elects to participate in the Service, whether as an
entity that operates a
medical practice, medical service, health and human service or other eligible service that
has entered into our
Participation Agreement (as defined below) and remains a member of our group purchasing
organization (GPO) or an
affiliated GPO (a “Member”) and each employee or representative of each
Member who is issued a user
name and password (collectively, “Authorized User,” “you”
or
“your”). Member is solely responsible for the acts and omissions of its
Authorized Users and of any
individual using the user name and password of its Authorized Users. As used herein, the
terms “you,” “your” and words
of similar import mean both Member in its legal capacity and the Authorized User in his or
her individual capacity.
If you are eligible to be a Member or Authorized User and desire to obtain a license
to access and use the
Service, you will be required to demonstrate your agreement to these Terms of Service by
reviewing these Terms of
Service and by indicating your acceptance as part of the registration process. By
indicating your acceptance, you
acknowledge that you have read, understand and agree to be bound by these Terms of
Service. If you do not agree to
be bound, you should not sign the “Signature” box, and you will not be provided access
to the Service.
These Terms of Service include a disclaimer of warranties, exclusive remedies and a
disclaimer of liability, as well
as indemnification by you, in Sections 8, 9, 10 and 11. Please review those sections (and
all other terms) carefully.
In addition, the Terms of Use for the Website contain additional restrictions on your use of
the Website; such terms
are hereby incorporated by reference. Please review those sections (and all other terms)
carefully.
Please also review our Privacy Policy
http://purchaseclinic.com/privacy-policy/, which contains
important information regarding the collection, use, disclosure and protection of your
information, and our
Terms of Use http://purchaseclinic.com/terms-of-use/, which sets forth the
terms governing use of the
Websites. Your agreement to these Terms of Service includes your agreement to our Privacy
Policy and the Terms of Use.
If there is a conflict between these Terms of Service, the Terms of Use and the Privacy
Policy, the Privacy Policy
shall have precedence with respect to the subject matter covered by it, the Terms of Use
shall have precedence over
general use of the Websites (as a visitor to the Websites) and otherwise these Terms of
Service shall have precedence.
If there is a conflict between these Terms of Service and the Participation Agreement, the
Participation Agreement
will control.
NOTE THAT, PurchaseClinic may make changes to the Service or these Terms of
Service at any time. We
encourage you to review our Websites and these Terms of Service regularly for any such
changes. Your continued access
to or use of the Service shall be deemed your acceptance of these changes and the
reasonableness of these standards
for notice.
2. Eligibility to Use the Service; Registration.
The Service is limited to corporations, limited liability companies and other legal entities
organized under the laws
of a State in the USA, the employees and authorized representatives designated as authorized
users by such legal
entities and individuals resident in the United States that are eligible to and have entered
into a Participation
Agreement that has not been terminated. If You currently are a committed member of a third
party group purchasing
organization and/or obligated by contract to a third party to purchase exclusively from that
organization, you are not
eligible to become an Authorized User.В
If you are eligible to become an Authorized User, you or your authorized representatives must
set up an Authorized
User account by completing the registration process prior to first using the Service, and
each of your Authorized
Users must also agree to these Terms of Service. You represent and warrant that the person
establishing the account
for each Authorized User is authorized to bind Authorized User to these Terms of Service. As
part of the registration
process, you must provide PurchaseClinic with complete and accurate information for each
Authorized User, as prompted
by the applicable registration form, including a valid email address. Each individual
Authorized User will also choose
a password and a user name. You agree that all information supplied by you in establishing
your account(s) is accurate
and complete, that you will maintain and promptly update the information, and that you
consent to the storage of your
information and content in the Service. If PurchaseClinic has reasonable grounds to suspect
that your information is
inaccurate or incomplete, PurchaseClinic may suspend or terminate your account(s), disable
your password and refuse
any and all current and future use of the Service, without prior notice.
When you have completed the registration process, you will be authorized to use the Service
until termination. Each
Authorized User is entirely responsible for maintaining the confidentiality of user names
and passwords. You agree to
immediately notify PurchaseClinic of any known or suspected unauthorized use of your
passwords, user names or accounts
or any other breach of security. To the maximum extent permitted by applicable law,
PurchaseClinic will not be liable
for any loss that you may incur as a result of someone else using your passwords, user names
or accounts, either with
or without your knowledge, or for any inaccuracies or omissions in your data. However, you
could be held liable for
losses incurred by PurchaseClinic or a third party due to someone else using your account,
user name or password.
3. Permitted Use of the Service
If you eligible to become an Authorized User, have agreed to these Terms of Service and your
rights have not been
terminated, PurchaseClinic will provide you access to the Service. You agree to access and
use the Service, to the
extent permitted by the functionality of the Websites, solely for the purposes of (a)
accessing the PurchaseClinic
platform (the “Platform”) in order to complete the GPO-related transactions
permitted by the
Websites, (b) accessing PurchaseClinic’s tools, interfaces, templates, designs, guidelines
and other content
incorporated into the Platform (“PurchaseClinic Content”) and (c) tracking
your account. You
understand that your access rights are personal, nonexclusive and nontransferable, that your
rights may be terminated
by PurchaseClinic if you do not abide by these Terms of Service and that you may have
liability to PurchaseClinic and
third parties if you misuse the Service.
4. Entering into Agreements; Transactions
Participation Agreements
Authorized Users that are eligible to do so must enter into GPO participation agreements
(“Participation
Agreements”) by completing the registration process made available through the
Websites and signing the
“Signature” box or giving any other required form of assent, at which time the Authorized
User will be a “Member” and
subject to the terms and conditions of the applicable Participation Agreement(s). The
registration process may permit
eligible entities and individuals to become Authorized Users and Members through a single
transaction, in which case
by signing the “Signature” box (or giving any other required form of assent), you agree both
to these Terms of Service
and to the terms of the applicable Participation Agreement.
If you are Member and wish to do so, you may access contract pricing for goods and services
from third-party vendors
that are made available to you through your Participation Agreement by clicking on a
vendor’s link provided through
the Websites. If you click a vendor’s link provided through the Websites to make such a
purchase from a vendor, you
will leave the Websites, and any purchase you make will be subject to the terms and
conditions of the vendor offering
such goods and services, including the terms of use, terms of service, privacy policy and
other such terms of the
vendor’s websites. Such terms and conditions may be different from the terms and conditions
of these Websites.
Members acknowledge and agree that transactions for the purchase of goods and
services from vendors are
agreements solely between the Member and the vendor of those goods and services and, to
the greatest extent
permitted by applicable law, Members disclaim all liability against PurchaseClinic and
its affiliates for any loss
or claim arising out of any such transaction. PurchaseClinic and its affiliates make no
representation or warranty
about vendors whose website links are made available through the Websites or about the
goods and services offered by
such vendors.
Compliance
Authorized User is solely responsible for complying with all laws applicable to its use of
the Service. Authorized
User agrees that it shall not make any statements in connection with its use of the Service
that is false or
misleading. Authorized User is solely confirming its eligibility to become an Authoritized
User and access the
Service, and is solely responsible for complying with all applicable terms and conditions
imposed by third-party
social networking services used in connection with the Service.
Reporting Fraudulent Transactions
If you believe someone has fraudulently taken actions under your account, you must notify
PurchaseClinic immediately
at support@purchaseclinic.com
Authorized User Content
If permitted by the functionality of the Websites, you may upload content, logos and designs
relating to your
business and incorporate such content (“Authorized User Content”) into the
Platform. You hereby grant
us and others, including third parties, a right and license to use, copy, host, display
modify and create derivative
works of all Authorized User Content you upload into the Service for the purposes of making
the Service available, for
the performance of our obligations under these Terms of Service and for PurchaseClinic’s
marketing purposes (as
described in Section 14 below). You represent and warrant (a) that you have all necessary
rights and licenses to grant
the rights granted herein and for us and our vendors to use and display all Authorized User
Content as contemplated
herein, (b) that the Authorized User Content does not infringe upon, violate or
misappropriate the intellectual
property rights of any third parties, (c) that the Authorized User Content is not libelous,
defamatory, offensive,
insulting, derogatory or likely to bring PurchaseClinic into disrepute, and (d) that the
Authorized User Content does
not include any material or information that is subject to a third party’s right of privacy
or that, if disclosed to
third parties, would violate or breach any applicable law, rule or regulation. Without
limiting the foregoing, you
represent and warrant that the Authorized User Content you upload into the Service will not
include any Social
Security numbers, personal health information or non-public financial information. As
between you and PurchaseClinic,
you retain ownership of Authorized User Content, subject to the limited rights granted
herein.
5. Other Restrictions
PurchaseClinic reserves all rights in the Service not granted in these Terms of Service.
Without limiting the
foregoing, unless expressly permitted hereunder, by using the Service you agree not to:
- translate, modify or create derivative works of the Service;
- upload, download, recreate, display, perform, post, reproduce or copy the Service,
except to the extent permitted
herein;
- disclose, publish, distribute, sell, assign, lease, sublicense or transfer the Service;
- attempt to derive the source code, source files or structure of the software contained
in the Service by reverse
engineering, disassembly, decompilation or any other means;
- use the Service to create a service bureau or for any other use involving processing of
data for other persons or
entities;
- use the Service except in accordance with all applicable law;
- introduce into the Service any “malware,” such as, but not limited to, viruses, worms
and Trojan Horses;
- use deep-links, page scrapes, web crawlers, web robots, spiders, wanderers, web
scutters, ants, automatic
indexers, bots, worms, or other such devices, or programs, algorithms or methodologies
which do the same things in
connection with the Service, or use other automated processes to access or use the
Service;
- attempt to access the accounts of any user of the Service other than your own account;
- post, transmit or link from any unlawful, infringing, misleading, deceptive,
threatening, libelous, defamatory,
plagiarized, fraudulent, harassing, obscene, discriminatory, inflammatory, pornographic
or profane material, spam or
any material that could constitute or encourage conduct that would be considered a
criminal offense, give rise to
civil liability, or would otherwise violate applicable law;
- use the Service in any manner that could damage, disable, undermine, overburden or
impair the Service or the
servers on which it runs or interfere with any other party’s use of the Service;
- obtain or attempt to obtain any content through any means not intentionally made
available or provided for through
the Service; or
- use any of the logos, trademarks, service marks or other indicators of origin appearing
on the Service.
6. Copyrights and Other Proprietary Rights
Authorized User acknowledges and agrees that PurchaseClinic and its licensors retain all
ownership rights in the
Service including the Websites, all PurchaseClinic software technology that is incorporated
into or made available
through the Websites, any downloadable software or related technical information for
Platform integration (including,
if applicable, application program interfaces) that is made available through the Websites
and all modifications and
improvements thereto (“PurchaseClinic Technology”) and that you do not
receive any ownership rights
or license rights, except as set forth herein, by accessing or using the Service or
consenting to these Terms of
Service. The entire content of the Service, the Websites and the PurchaseClinic
Technology, including
but not limited to text, design, software, photography, video, graphics, music, sound,
information and the selection,
coordination, arrangement, and enhancement thereof, is protected under the copyright laws of
the United States,
international treaties and other intellectual property laws (including without limitation
the copyright in the
selection, coordination, arrangement and enhancement of all content).
7. Confidential Information
Definition
“Confidential Information” means information relating to the products,
services or business affairs
of PurchaseClinic which is of a proprietary or confidential nature, whether communicated
orally or in writing,
including, but not limited to, pricing information, print product printing volumes, the
PurchaseClinic Technology, and
PurchaseClinic’s concepts, techniques, processes, designs, documentation, flow-charts,
diagrams, instructions,
computer programs, technical know-how, information and trade secrets disclosed by
PurchaseClinic to Authorized Users
under this Agreement (each, a “Recipient”). Confidential Information shall
also include any
information of a confidential nature concerning PurchaseClinic’s financial affairs or
business and any information
PurchaseClinic has received from others which PurchaseClinic is obligated to treat as
confidential or proprietary.
No Unauthorized Disclosure/Use
The Recipient acknowledges that irreparable injury and damage will result from disclosure of
the Confidential
Information to unauthorized third parties or from utilization of the Confidential
Information for purposes other than
those connected with the business relationship of the parties hereto. The Recipient shall
not, without the prior
written consent of PurchaseClinic, disclose any Confidential Information to any third party
other than Authorized
User’s employees and personnel who have a need to know and who are bound by obligations of
confidentiality consistent
with this Section 7. The Recipient shall not use the Confidential Information except to
perform its obligations and
exercise its rights under these Terms of Service. The Recipient shall not be in breach of
this section if disclosure
of Confidential Information is made pursuant to subpoena or other compulsory judicial
process, the Recipient promptly
notifies PurchaseClinic of such subpoena or other compulsory process, and provides
reasonable assistance at
PurchaseClinic’s request and expense so that PurchaseClinic may seek a protective order or
take such other action it
deems necessary to protect its interests.
Protection of Confidential Information
The Recipient agrees to take all necessary security precautions to protect the Confidential
Information from
unauthorized disclosure, including, without limitation, restricting access thereto and
protecting documents containing
Confidential Information from theft and from the unauthorized duplication or discovery of
their contents.
Return of Materials
At any time upon PurchaseClinic’s request, the Recipient will promptly return to
PurchaseClinic all written material,
in whatever form or media, containing or reflecting any Confidential Information of
PurchaseClinic and will not retain
any copies, extracts, or other reproductions, in whole or in part, of such written material.
All documents, memoranda,
notes, and other writings whatsoever, in whatever form or media, (including all copies,
extracts, or other
reproductions) prepared by or on behalf of the Recipient that are based on the information
contained in the
Confidential Information of PurchaseClinic will be destroyed, and such destruction will be
certified in writing to
PurchaseClinic by the Recipient. The return of such material will not relieve the
Recipient’s obligation of
confidentiality or other obligations hereunder.
8. Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED
HEREIN, THE SERVICE IS
PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, AND
PURCHASECLINIC AND ITS LICENSORS
DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND
WARRANTIES ARISING FROM COURSE OF
DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. YOUR USE OF THE SERVICE IS SOLELY AT
YOUR OWN RISK. FURTHERMORE,
PURCHASECLINIC AND ITS LICENSORS AND VENDORS DO NOT WARRANT THAT THE SERVICE WILL BE
UNINTERRUPTED OR ERROR FREE,
THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS OR CODE OR THAT THE
USE OF THE SERVICE WILL COMPLY WITH THE RULES OF ANY THIRD PARTY SOCIAL NETWORKING
WEBSITE. ANY MATERIAL DOWNLOADED
OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION
AND RISK, AND YOU WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM THE DOWNLOAD OF ANY SUCH
MATERIAL.
9. Exclusive Remedy
If you are dissatisfied with the Service (including without limitation these Terms of
Service), you acknowledge and
agree that your sole and exclusive remedy is to discontinue using the
Service.
10. Limitations on Liability
NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF SERVICE OR OTHERWISE, TO THE MAXIMUM
EXTENT PERMITTED BY
APPLICABLE LAW, PURCHASECLINIC AND ITS VENDORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD
PARTY FOR ANY LOST OR
CORRUPTED DATA OR CONTENT, ANY ERRORS CAUSED BY THE TOOLS AVAILABLE THROUGH THE WEBSITE,
ANY TERMINATION, SUSPENSION
OR OTHER LOSS OF YOUR OR A THIRD PARTY’S SOCIAL NETWORKING ACCOUNT OR ANY SPECIAL,
INDIRECT, INCIDENTAL, EXEMPLARY
OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF USE OF THE SERVICE OR ANY SUBJECT
MATTER OF THESE TERMS OF
SERVICE, EVEN IF PURCHASECLINIC HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE
POSSIBILITY OF SUCH DAMAGES UNDER ANY
THEORY OF LIABILITY. IN NO EVENT WILL PURCHASECLINIC HAVE ANY LIABILITY TO YOU OR ANY
THIRD PARTY ARISING FROM YOUR
USE OF THE SERVICE WHICH IN THE AGGREGATE IS MORE THAN ONE HUNDRED DOLLARS
($100.00).
11. Indemnification
PurchaseClinic and its licensors, vendors, insurers, agents and commercial partners and our
respective officers,
directors, stockholders, employees and agents are, collectively, the “PurchaseClinic
Parties.” You
agree to indemnify and hold the PurchaseClinic Parties harmless from and against any and all
claims, demands,
liabilities, losses, damages, costs and expenses, including reasonable attorney’s fees, that
arise from any content or
data you post, transmit or link from on the Websites or the Service, your misuse of the
Websites or the Service,
including, but not limited to, your violation of these Terms of Use or, if applicable to
you, the Terms of Service,
your violation of applicable law or your violation of any rights of any third party.
12. Termination
Subject to applicable law, PurchaseClinic reserves the right to terminate, suspend or deny,
in its sole discretion,
your access to all or any portion of the Service, without prior notice, if (a) Authorized
User breaches or threatens
to breach these Terms of Service, (b) Authorized User breaches or threatens to breach, as
applicable, the applicable
Participation Agreement, (c) an officer or executive of Authorized User inform us in writing
that you are no longer
authorized to use the Service, (d) if required to do so by operation of law, or (e) no
activity occurs in your account
or in the account of Authorized User for a period of ninety (90) days. In addition, if
Authorized User is not a party
to a then-current Participation Agreement, either party may terminate this agreement for
convenience upon thirty (30)
days’ prior written notice, provided that PurchaseClinic may give such notice by email using
the email address you
provided to us in registration. If either party terminates for convenience in accordance
with the prior sentence prior
to the termination of a Participation Agreement, termination shall be effective thirty (30)
days after termination of
the last effective Participation Agreement. Upon termination of this Agreement, you
acknowledge and agree that
PurchaseClinic may immediately deactivate or delete your account and all related data and
files in your account, bar
any further access to such data, files and the Service, and disable your password on
termination of these Terms of
Service. The following terms shall survive any termination of these Terms of Service:
Sections 5, 6, 7, 9, 10, 11, 12,
13, 14 and 15.
13. Governing Law; Jurisdiction; Venue
PurchaseClinic controls the Service from its offices within the United States, and your data
is stored in servers
managed by PurchaseClinic in the United States. PurchaseClinic makes no representation that
the Service is
appropriate, may be downloaded, or is available for use outside the United States. Access to
the Service where the
content or access or use of the Service is illegal is prohibited. Those who choose to access
and use the Service from
outside the United States do so on their own initiative, at their own risk, and are
responsible for compliance with
applicable local laws and U.S. export and other applicable laws.
The laws of the State of Maryland will govern these Terms of Service, without reference to
its conflicts of law
principles, except that the federal law of the United States shall apply to questions
regarding the validity,
infringement or enforceability of U.S. federal patent, copyright and trademark rights
relating in any way to these
Terms of Service, or the Service. English is the only language applicable to these Terms of
Service. You agree to
submit to the exclusive jurisdiction of, and waive any venue objections and defenses of lack
of personal jurisdiction
against, the State and Federal courts located in Maryland, except that you acknowledge that
any breach of Sections 3,
5 and 7 cannot reasonably or adequately be compensated by damages in an action at law and
that a breach or threatened
breach of such provisions shall cause PurchaseClinic irreparable injury and damage, and
PurchaseClinic shall be
entitled, in addition to any other remedies it may have, to preliminary and permanent
injunctive and other equitable
relief to prevent or curtail any actual or threatened breach in any court of competent
jurisdiction. Process may be
served on you in the manner authorized by applicable law or court rule.
ALL PARTIES TO ANY LITIGATION MUST BE INDIVIDUALLY NAMED. THERE SHALL BE NO RIGHT OR
AUTHORITY FOR ANY CLAIMS TO BE
LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A
PURPORTED REPRESENTATIVE
CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER
AUTHORIZED USERS, OR OTHER
PERSONS.
14. Marketing by PurchaseClinic; Use of Authorized User Logos
Authorized User agrees that PurchaseClinic may list Authorized User’s business identity in
marketing materials and at
marketing events (like trade shows) and to display Authorized User’s logos (to the extent
Authorized User is a legal
entity and not an individual) on such lists, in such marketing materials and at such
marketing events. PurchaseClinic
agrees to follow Authorized User’s reasonable instructions regarding the display of any
Authorized User trademarks.
With Authorized User’s written permission, PurchaseClinic may prepare and publish case
studies describing Authorized
User’s experience with the Platform for PurchaseClinic’s marketing purposes. Unless
Authorized User agrees in writing,
such case studies will not identify Authorized User by name.
15. Miscellaneous Terms
If any provision of these Terms of Service is held to be unenforceable, that provision will
be removed and the
remaining provisions will remain in full force. The failure of either you or PurchaseClinic
to require performance by
the other party of any provision of these Terms of Service will not affect the right to
require performance at any
time in the future; nor will the waiver by either party of a breach of any provision be
taken or held to be a waiver
of the provision itself. These Terms of Service (including without limitation our Privacy
Policy and Terms of Service)
are the entire and exclusive agreement between you and PurchaseClinic with respect to your
access and use of the
Service. You may not assign this agreement or any portion thereof, in whole
or in part, including by
operation of law, without PurchaseClinic’s prior written consent. PurchaseClinic may freely
assign this agreement and
delegate its obligations hereunder. Except as otherwise provided herein, any notice
permitted or required to be given
under these Terms of Service shall be deemed sufficient if given by registered or certified
mail, postage prepaid,
return receipt requested, by private courier service or by facsimile or email addressed to
your address as provided
upon your registration and/or to PurchaseClinic, attn.: Support at 10221 River Road #60053,
Potomac, MD, 20854, or to
such other addresses as the parties may designate by like notice from time to time. A notice
so given shall be
effective upon (a) receipt by the party to which the notice is given, or (b) on the fifth
day following domestic
mailing or the tenth day following international mailing, whichever occurs first. Any notice
permitted under this
Agreement to be given to PurchaseClinic via email will be effective only upon actual receipt
by PurchaseClinic of an
email message from an email address registered in connection with your account. Any delays
in performance by
PurchaseClinic under this Agreement will not be considered a breach of this Agreement. There
are no third party
beneficiaries to this Agreement.
Participation Agreement
This Group Purchasing Organization Participation Agreement is entered into by and between
Expansion, LLC, a Maryland
limited liability company (“Expansion”), and “Member” indicated below. Expansion and Member
agree as follows:
Date:
Your IP Address is
Member
Organization’s Legal Name:
Street Address:
Phone Number:
Contact person to receive information about Expansion programs and savings
opportunities:
Name:
Title:
E-Mail Address:
Additional Locations: This Agreement shall apply collectively to all
Member’s current and future
Locations. Current Location(s) are identified above and may be listed in Schedule 1. A list
of all Member’s Locations
to which this Agreement applies is viewable in Member’s Purchase Clinic account and is
available upon request. Member
warrants that it owns and/or manages Locations and has legal authority to enter into this
Agreement on their behalf.
Member shall provide prompt written notice of all additions/changes to Locations.
Exclusive Group Purchasing Agency: Member authorizes Expansion as its
exclusive group purchasing and
contracting services agent to negotiate and enter into agreements with vendors in order to
make agreements available
to Member. Member authorizes Expansion as its sole agent to negotiate and enter into
affiliation agreements with other
group purchasing organizations (“Affiliate GPOs”) and to enroll Member in Affiliate GPOs in
order to make their
agreements with vendors available to Member.
Vendor Agreements: The agreements made available to Member whether entered
into by Expansion or any
Affiliate GPO shall be cumulatively referred to as “Vendor Agreements”. Member agrees to
comply with the terms and
conditions of any Vendor Agreement through which it chooses to make any purchase.
NO OBLIGATION TO PURCHASE: MEMBER IS NOT OBLIGATED TO MAKE ANY PURCHASE
UNDER THIS AGREEMENT.
Own Use: Member represents and warrants that any purchase made through any
Vendor Agreement under
this Agreement will be for Member’s “Own Use” and not for resale.
Rebates: Any rebates due to Member based on Member’s purchases through any
Vendor Agreement, if
received by Expansion or its Affiliate GPOs, will be forwarded to Member at least quarterly.
Member is solely
responsible for reporting any such rebate as required by law.
Administrative Fees: Expansion discloses to Member that it and its Affiliate
GPOs receive
administrative fees from contracted vendors based on purchases made by Member. The
administrative fee varies according
to each Vendor Agreement and is generally (3%) or less of the purchase price of the goods or
services purchased by
Member; Expansion or its Affiliate GPO will report to Member any administrative fee that is
greater than three percent
(3%). Expansion and its Affiliate GPOs will report to Member annually, and to the Secretary
of the U.S. Department of
Health and Human Services upon request, the fees received under each Vendor Agreement for
purchases made by Member.
Confidentiality: Member agrees to keep strictly confidential, hold in trust,
and not disclose any
Confidential Information (defined below) received from Expansion and its Affiliate GPOs.
“Confidential Information”
means any trade secrets or proprietary information including but not limited to programs,
services, systems, pricing,
agreements or information technology shared with Member by Expansion and its Affiliate GPOs.
AUTHORITY; REPRESENTATIONS & WARRANTIES: MEMBER REPRESENTS AND WARRANTS
THAT IT IS AUTHORIZED TO
ENTER INTO THIS AGREEMENT WITH EXPANSION AND THAT EXECUTION OF THIS AGREEMENT WILL NOT
VIOLATE ANY AGREEMENTS BETWEEN
MEMBER AND ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO OTHER GROUP PURCHASING
ORGANIZATIONS. EXPANSION AND ITS
AFFILIATE GPOS MAKE NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTIES UNDER THIS AGREEMENT,
INCLUDING BUT NOT LIMITED
TO ANY VENDOR AGREEMENT, AS TO THE PRODUCTS OR SERVICES OFFERED THEREUNDER, OR THEIR
SUITABILITY FOR ANY PURPOSE. ANY
ANALYSIS, PRICING, OR PRODUCT INFORMATION IS PROVIDED AS IS WITH NO GUARANTEE OF ACCURACY OR
COMPLETENESS.
LIMITATION OF LIABILITY: MEMBER ACKNOWLEDGES THAT MEMBER IS SOLELY
RESPONSIBLE FOR DECIDING TO ENTER
THIS AGREEMENT AND DETERMINING WHICH IF ANY PRODUCTS OR SERVICES TO PURCHASE THROUGH THE
VENDOR AGREEMENTS. MEMBER
ACKNOWLEDGES AND AGREES THAT EXPANSION, ITS AFFILIATE GPOS AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, SHAREHOLDERS,
EMPLOYEES, AGENTS AND CONTRACTORS SHALL NOT HAVE ANY LIABILITY OF ANY NATURE OR KIND
WHATSOEVER FOR ANY PERSONAL
INJURY, PROPERTY DAMAGE, LOST PROFITS, ATTORNEY’S FEES, COURT COSTS OR ANY OTHER DAMAGES,
LEGAL, EQUITABLE OR
OTHERWISE, CAUSED EITHER DIRECTLY OR INDIRECTLY BY OR RELATED TO THE PRODUCTS OR SERVICES
OFFERED OR SOLD UNDER THE
VENDOR AGREEMENTS. MEMBER AGREES TO HOLD EXPANSION AND ITS AFFILIATE GPOS HARMLESS FROM ALL
LOSSES, DAMAGES AND COSTS,
OF ANY NATURE OR KIND WHATSOEVER (INCLUDING, BUT NOT LIMITED TO ATTORNEY’S FEES AND COURT
COSTS) INCURRED BY EXPANSION
OR ITS AFFILIATE GPOS FROM MEMBER’S BREACH OF ANY OF THE TERMS, CONDITIONS, AND
REPRESENTATIONS & WARRANTIES OF
THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THIS AGREEMENT.
Compliance with Law: Each party agrees that it shall at all times during the
term of this Agreement
comply with all applicable federal, state, and local laws and regulations in connection with
its performance under
this Agreement.
Term & Termination: The initial term of this Agreement will be for one
year commencing on the
date it is signed by Expansion. This Agreement will renew annually for an additional
one-year terms upon expiration of
the current term, unless either party gives to the other party written notice of its intent
to terminate the Agreement
not less than 60 days prior to the end of the current term. EITHER PARTY MAY TERMINATE THIS
AGREEMENT FOR ANY REASON
BY PROVIDING THE OTHER PARTY 60 DAYS’ PRIOR WRITTEN NOTICE.
This Agreement constitutes the entire understanding and agreement between the
parties. In witness whereof,
the parties hereto have executed this Agreement by persons duly authorized.
Member Organization:
Member POC:
Member Title:
Acceptance Date:
Electronic Acceptance:
IP Address:
For AdvantageTrust:
Zachary Sikes
Senior Vice President, AdvantageTrust