MGMA BestPrice is provided as a free member benefit through membership in the MGMA. MGMA BestPrice
accesses committed contract pricing through the HealthTrust (HPG), AdvantageTrust contract portfolio. In
addition, MGMA BestPrice 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), Indeminication (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: