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.
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
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.
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.
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 firstname.lastname@example.org
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:
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
“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.
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).
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
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:
Organization’s Legal Name:
Contact person to receive information about Expansion programs and savings opportunities:
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.