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://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, 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:
Member POC:
Member Title:
Acceptance Date:
IP Address:
For AdvantageTrust:
Richard Philbrick
SVP Strategic Accounts/Performance
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 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: ________________________________________
