CAP Purchasing Alliance is provided as a free member benefit through membership in
Cooperative of American Physicians (CAP).
Last Updated July 5, 2023
***IMPORTANT, PLEASE READ THESE ONLINE TERMS OF SERVICE CAREFULLY. HEALTHTRUST, LLC IS THE
ADMINISTRATOR OF THIS PROGRAM.
AdvantageTrust, a program of HealthTrust Purchasing Group, LP
(“HealthTrust,” “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 HealthTrust (the “Websites”) to complete certain GPO-related
transactions (the “Service”), conditioned on acceptance of these Terms of
Service (“Terms of Service”).
1. Acceptance of Terms of Service
These Terms of Service constitute a legal agreement between HealthTrust, 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) (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://purchagtiseclinic.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, HealthTrust 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 United States, 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.
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 HealthTrust 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 HealthTrust has reasonable grounds to suspect that your information is
inaccurate or incomplete, HealthTrust 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 HealthTrust 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, HealthTrust
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 HealthTrust 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, HealthTrust 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 HealthTrust platform (the
“Platform”) in order to complete the GPO-related transactions permitted by
the Websites, (b) accessing HealthTrust’s tools, interfaces, templates, designs, guidelines
and other content incorporated into the Platform (“HealthTrust Content”)
and (c) tracking your account. You understand that your access rights are personal,
nonexclusive and nontransferable, that your rights may be terminated by HealthTrust if you
do not abide by these Terms of Service and that you may have liability to HealthTrust 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 a GPO participation agreement
(“Participation Agreement”) 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 Participation Agreement. 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 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 HealthTrust and its affiliates for any loss or claim
arising out of any such transaction. HealthTrust 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 Authorized 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
HealthTrust 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 HealthTrust’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 HealthTrust 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
HealthTrust, you retain ownership of Authorized User Content, subject to the limited rights
granted herein.
5. Other Restrictions
HealthTrust 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 HealthTrust and its licensors retain all
ownership rights in the Service including the Websites, all HealthTrust 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 (“HealthTrust 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 HealthTrust 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 HealthTrust 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 HealthTrust Technology, and HealthTrust’s
concepts, techniques, processes, designs, documentation, flow-charts, diagrams,
instructions, computer programs, technical know-how, information and trade secrets disclosed
by HealthTrust to Authorized Users under this Agreement (each, a
“Recipient”). Confidential Information shall also include any information
of a confidential nature concerning HealthTrust’s financial affairs or business and any
information HealthTrust has received from others which HealthTrust 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 HealthTrust, 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 HealthTrust of such subpoena or other compulsory
process, and provides reasonable assistance at HealthTrust’s request and expense so that
HealthTrust 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 HealthTrust’s request, the Recipient will promptly return to HealthTrust all
written material, in whatever form or media, containing or reflecting any Confidential
Information of HealthTrust 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 HealthTrust will be destroyed, and such
destruction will be certified in writing to HealthTrust 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 HEALTHTRUST 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, HEALTHTRUST 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, HEALTHTRUST 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 HEALTHTRUST HAS BEEN ADVISED OF OR
COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES UNDER ANY THEORY OF LIABILITY. IN NO
EVENT WILL HEALTHTRUST 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
HealthTrust and its licensors, vendors, insurers, agents and commercial partners and our
respective officers, directors, stockholders, employees and agents are, collectively, the
“HealthTrust Parties.” You agree to indemnify and hold the HealthTrust
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, HealthTrust 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 HealthTrust 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 HealthTrust 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
HealthTrust controls the Service from its offices within the United States, and your data is
stored in servers managed by HealthTrust in the United States. HealthTrust 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 Tennessee 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 Tennessee, 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 HealthTrust irreparable injury and damage, and HealthTrust 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 HealthTrust; Use of Authorized User Logos
Authorized User agrees that HealthTrust 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. HealthTrust agrees to
follow Authorized User’s reasonable instructions regarding the display of any Authorized
User trademarks. With Authorized User’s written permission, HealthTrust may prepare and
publish case studies describing Authorized User’s experience with the Platform for
HealthTrust’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 HealthTrust 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
HealthTrust 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 HealthTrust’s prior written consent. HealthTrust 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 HealthTrust, 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 HealthTrust via email will be effective only upon actual
receipt by HealthTrust of an email message from an email address registered in connection
with your account. Any delays in performance by HealthTrust under this Agreement will not be
considered a breach of this Agreement. There are no third party beneficiaries to this
Agreement.
The following are the terms and conditions for Locations to participate in the HealthTrust
Group Purchasing Program offered by HealthTrust Purchasing Group, L.P. (“HealthTrust”), a
Delaware limited partnership with headquarters at 1100 Dr. Martin Luther King Jr Blvd.,
Suite 1100, Nashville, Tennessee 37203. This Group Purchasing Organization Participation
Agreement is entered into by and between HealthTrust, and “Member” indicated below.
HealthTrust and Member agree as follows:
Date:
{{acceptanceDate}}
Your IP Address is {{ip}}
Member
Organization’s Legal Name: {{loc.facility_name}}
Street Address:
{{loc.address}} {{loc.address2}}
{{loc.city}},
{{loc.state}} {{loc.zip}}
Phone Number: {{user.phone}}
Contact person to receive information about HealthTrust programs and savings
opportunities:
Name: {{user.fname}} {{user.lname}}
Title: {{user.job_title}}
E-Mail Address: {{user.email}}
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 Health Trust 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 HealthTrust 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.
Vendor Agreements: The agreements made available to Member 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.
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.
Member Updates; Authorization to Use Member Signature and Information for
Enrollment: Member is required to update its enrollment with HealthTrust if
there is a change to its contact person or relevant changes in the scope of authority of the
person who executed this Agreement on Member’s behalf. Member understands and
acknowledges that HealthTrust is authorized to rely upon and use the Member information and
signature of the authorized person provided during the enrollment and any subsequent
enrollment processes unless Member notifies HealthTrust of a change. Member authorizes
HealthTrust to capture and use that information and electronic signature of the authorized
person provided during enrollment processes to populate documentation necessary to enroll
Member in GPO, including declaration, commitment and other required vendor and distributor
forms, and to update or change Member’s buying group affiliation in accord with this
Agreement. Authorized uses of such information and signature by HealthTrust include
execution of letters of commitment and ensuring Member is in an appropriate tier based on
its ability to commit, but HealthTrust will not use such information to obligate Member to
may any purchases. HealthTrust will maintain a copy of any documentation it has submitted
using Member’s information and signature of its authorized person. Member may opt out
of this authorization or withdraw it at any time by sending a request in writing to: support@purchaseclinic.com
Rebates: Any rebates due to Member based on Member’s purchases through any
Vendor Agreement, if received by HealthTrust, will be forwarded to Member at least
quarterly. Member is solely responsible for reporting any such rebate as required by law.
Administrative Fees: HealthTrust discloses to Member that it receives
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; HealthTrust will report
to Member any administrative fee that is greater than three percent (3%). HealthTrust 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.
Global Products. Member acknowledges that HealthTrust is engaged in a
program to achieve savings on products (“Global Products”) by sourcing them internationally
through coordinated arrangement with third parties. Due to the investment of HealthTrust in
this program, as well as the services and clinical expertise that HealthTrust will dedicate
to sourcing products globally, pricing for Global Products made available to Locations for
purchase may include a fee payable to HealthTrust (a “Global Sourcing Fee”). While the
Global Sourcing Fee is not calculated based on a specific formula related to sourcing costs,
the amount of the Global Sourcing Fee will range from zero percent (0%) up to a maximum of
five percent (5%) of the sourcing costs. As used in this Section, “sourcing costs” includes
costs for purchasing Global Products from the manufacturer and transportation and logistics
costs for delivery to the third party warehouse
Business Associate Agreements. HealthTrust may provide on or through the
HealthTrust Member Portal copies of BAAs with certain Vendors. Member agrees it is solely
responsible for determining if BAAs meet Member’s own legal and other requirements.
HealthTrust does not accept, and expressly disclaims any legal, financial, or other
obligation relating to Member’s reliance on: (i) the terms of any BAA; or (ii) the absence
of a BAA indicating that no BAA was required. Member is solely responsible for determining,
with respect to Member: (a) whether a BAA with a Vendor is required; and (b) the content of
any such BAA is acceptable. It is not the intent of this relationship to have PHI disclosed
by Member or any Location to HealthTrust or to, in any way, make HealthTrust a business
associate (as defined in HIPAA) to Member or any Location.
Confidentiality: Member agrees to keep strictly confidential, hold in
trust, and not disclose any Confidential Information (defined below) received from
HealthTrust 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 HealthTrust.
AUTHORITY; REPRESENTATIONS & WARRANTIES: MEMBER REPRESENTS AND WARRANTS
THAT IT IS AUTHORIZED TO ENTER INTO THIS AGREEMENT WITH HEALTHTRUST 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. HEALTHTRUST 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.
DISCLAIMER; LIMITATION OF LIABILITY: HEALTHTRUST DOES NOT MAKE, AND
EXPRESSLY DISCLAIMS, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
ANY OTHER WARRANTY, EXPRESSED OR IMPLIED, AS TO ANY PRODUCTS AND SERVICES SOLD BY ANY
VENDOR;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 HEALTHTRUST, 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 HEALTHTRUST 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 HEALTHTRUST 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.
Indemnity. Member and its Locations shall indemnify and hold HealthTrust,
HealthTrust general and limited partners, and their respective Affiliates, agents, officers,
directors and employees (the “Indemnitees”) harmless from and against any and all losses,
liabilities, damages, costs and expenses (whatsoever, including, without limitation,
reasonable attorneys’ fees and litigation costs) in connection with third party claims or
actions relating to acts or omissions of Participant and/or Locations which relate in any
way to this Agreement or any Vendor Agreement, any products or any services, including,
without limitation, any claims resulting from a failure to pay for products and services
purchased by Member or any of its Locations, or from use of products and services.
Assignment. Neither Participant, nor any Location may assign this
Agreement, or any of its rights or obligations set forth herein, without the prior written
consent of HealthTrust. No assignment in violation of the provisions of this Agreement shall
vest any rights in any purported assignee. Participant consents to assignment by HealthTrust
of its rights and obligations under this Agreement to any Affiliate of HCA Healthcare, Inc.,
or to a successor entity of HealthTrust as part of an internal reorganization of HealthTrust
which results in HealthTrust being organized in one or more different legal entities or any
other corporate form(s), whether through conversion, merger, or otherwise.
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. It is the intent of the
Parties to establish a business relationship that complies with the Medicare, and Medicaid
anti-kickback statutes set forth at 42 U.S.C. §1320a-7b(b). Where a discount or other
reduction in price is applicable, the Parties also intend to comply with the requirements of
42 U.S.C. §1320a-7b(b)(3)(A) and the “safe harbor” regulations regarding discounts or other
reductions in price set forth in 42 C.F.R. §1001.952(h). Member agrees to accurately report,
under any state or federal program that provides cost or charge based reimbursement for the
products and services, the net cost actually paid by Member and/or Locations.
Access to Books and Records. Until the expiration of four (4) years after
the Term (including any renewal term), HealthTrust shall make available to the Secretary of
the United States Department of Health and Human Services, the United States Comptroller
General, and their duly authorized representatives, in accordance with 42 C.F.R. § 420.300
et seq., this Agreement and all books, documents, and records necessary to certify the
nature and extent of the costs of the services provided by HealthTrust hereunder. If
HealthTrust carries out any of its duties hereunder through a subcontract worth ten thousand
dollars ($10,000.00) or more over a twelve (12) month period with a related organization,
the subcontract also shall contain an access clause to permit such access by the Secretary,
the Comptroller General, and their duly authorized representatives to the related
organization’s books, documents and records. The Parties agree that any attorney-client,
accountant-client or any other legal privilege shall not be deemed waived by virtue of the
provisions of this Section 9
Term & Termination: The initial term of this Agreement will be for one
year commencing on the date it is signed by HealthTrust. 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: {{loc.facility_name}}
(DBA {{loc.dba}})
Member POC: {{user.fname}} {{user.lname}}
Member Title: {{user.job_title}}
Acceptance Date: {{acceptanceDate}}
IP Address: {{ ip }}
Distributor Primary GPO (Group Purchasing Organization)
Designation Form
Request Date:
Customer Account Name:
Distributor Name/Company:
Distributor Representative:
Distributor Bill to Account Number(s):
Any Ship To Account Under the Bill To(s) will be included in the Designation.
Any Exclusions/Exception to the Above Account(s) Designations:
Please Enter Distributor Account Number(s) separated by commas
Please Designate your Preferred / Primary GPO for the above Account(s)
HealthTrust (HPG):
HealthTrust GPOID(S):
Please Check “Yes” to Designate the same GPO for RX?
[X] Yes
[ ] No
[ ] No RX Required
I confirm I am the am the authorized signatory for the facilities listed above and that each
such facility designates the Primary GPO referenced above as its primary GPO affiliation of
record as of the Effective Date listed above. This primary GPO designation supersedes all
prior declarations and will remain in effect until any future written designation form is
submitted.
[x] I Authorize
[ ] I Do Not Authorize
[ ] I Need More Information
Authorized Signatory Full Name:
Authorized Signatory Full Email:
Signature & Date:
McKesson Primary GPO (Group Purchasing Organization)
Designation Form
Request Date:
Customer Account Name:
McKesson Bill to Account Number(s):
Any Ship To Account Under the Bill To(s) will be included in the Designation.
Any Exclusions/Exception to the Above Account(s) Designations:
Please Enter McKesson Account Number(s) separated by commas
Please Designate your Preferred / Primary GPO for the above Account(s)
HealthTrust (HPG):
HealthTrust GPOID(S):
Please Check “Yes” to Designate the same GPO for RX?
[X] Yes
[ ] No
[ ] No RX Required
I confirm I am the am the authorized signatory for the facilities listed above and that each
such facility designates the Primary GPO referenced above as its primary GPO affiliation of
record with McKesson Medical Surgical as of the Effective Date listed above. This primary
GPO designation supersedes all prior declarations and will remain in effect until any future
written designation form is submitted by the customer to replace this designation.
[x] I Authorize
[ ] I Do Not Authorize
[ ] I Need More Information
Authorized Signatory Full Name:
Authorized Signatory Full Email:
Signature & Date:
MANUFACTURER/SUPPLIER GPO NOTIFICATION FORM
Manufacturers and Suppliers contracted with HealthTrust
To Whom It May Concern:
This letter is to serves as notice that
_______________________________________________________
and its site(s) are electing to utilize the HealthTrust Agreement(s) for products and
services covered under group purchasing contract(s) by your organization.
As an authorized representative, I request consideration as a member of HealthTrust. Pursuant
to this declaration, all sales under contract must be reported to HealthTrust.
This letter supersedes any prior declarations or GPO assignments and will remain in effect
until written notice of a change.
HealthTrust GPOID: ________________________________________
Primary Address: ________________________________________
Authorized Distributor(s): ________________________________________
Authorized POC: ________________________________________
Authorized POC Title: ________________________________________
Signature & Date: _______________________________________
MANUFACTURER/SUPPLIER GPO NOTIFICATION FORM
Manufacturers and Suppliers contracted with HealthTrust LLC
To Whom It May Concern:
This letter is to serves as notice that
_______________________________________________________
and its site(s) are electing to utilize the HealthTrust LLC Agreement(s) for products and
services covered under group purchasing contract(s) by your organization.
As an authorized representative, I request consideration as a member of HealthTrust LLC.
Pursuant to this declaration, all sales under contract must be reported to HealthTrust LLC.
This letter supersedes any prior declarations or GPO assignments and will remain in effect
until written notice of a change.
HealthTrust LLC GPOID: ________________________________________
Primary Address: ________________________________________
Authorized Distributor(s): ________________________________________
Authorized POC: ________________________________________
Authorized POC Title: ________________________________________
Signature & Date: ________________________________________
PHARMACY PROGRAM NOTIFICATION FORM
Manufacturers and Suppliers contracted with HealthTrust
To Whom It May Concern:
This letter is to serves as notice that
_______________________________________________________
and its site(s) are electing to utilize the HealthTrust Pharmacy Agreement(s) for products
and services covered under group purchasing contract(s) by your organization.
As an authorized representative, I request consideration as member of HealthTrust. Pursuant
to this declaration, all sales under contract must be reported to HealthTrust.
This letter supersedes any prior declarations or GPO assignments and will remain in effect
until written notice of a change.
HealthTrust GPOID: ________________________________________
Primary Address: ________________________________________
Authorized Distributor(s): ________________________________________
DEA or HIN #: ________________________________________
Authorized POC: ________________________________________
Authorized POC Title: _______________________________________
Signature & Date: ________________________________________
PHARMACY PROGRAM NOTIFICATION FORM
Manufacturers and Suppliers contracted with HealthTrust LLC
To Whom It May Concern:
This letter is to serves as notice that
_______________________________________________________
and its site(s) are electing to utilize the HealthTrust LLC Pharmacy Agreement(s) for
products and services covered under group purchasing contract(s) by your organization.
As an authorized representative, I request consideration as member of HealthTrust LLC.
Pursuant to this declaration, all sales under contract must be reported to HealthTrust LLC.
This letter supersedes any prior declarations or GPO assignments and will remain in effect
until written notice of a change.
HealthTrust LLC GPOID: ________________________________________
Primary Address: ________________________________________
Authorized Distributor(s): ________________________________________
DEA or HIN #: ________________________________________
Authorized POC: ________________________________________
Authorized POC Title: ________________________________________
Signature & Date: ________________________________________