Perks Marketplace

Terms & Conditions

PERKS MARKETPLACE TERMS OF CONDITIONS

Date of last revision: July 2021

Welcome to the Perks Marketplace community! You are reading these Terms because you are using an Advancea website, digital experience, social media platform, mobile app, wearable technology, or one of our other products or services, all of which are part of Advancea's Platform (“Platform”). You may access the Platform through a computer, mobile phone, tablet, console, or other technology, which we refer to here as a “Device”. Your carrier's normal rates and fees apply to your Device.

PLEASE READ THESE TERMS OF CONDITIONS (“TERMS”) CAREFULLY BEFORE USING ANY PERKS MARKETPLACE PLATFORM.

These Terms create a legally binding agreement between you (the “User,” “Member,” “you,” “your,”) and Perks Marketplace, a division of Advancea, LLC, Advancea, LLC (“we”, “our”, “us”), its subsidiaries and its affiliates located worldwide (collectively “Advancea”) within the Advancea, LLC and its affiliates (which we may refer to as “Perks Marketplace,” “PerksMarketplace,” “Group Purchasing Solutions,” “GPS,” “Member Savings,” “Business AdvantEdge,” “BAE,” “Advancea,” “we,” “us,” or “our”) regarding your use of the Platform and provides access to You to the Service (defined in Section 2 below).

BY UTILIZING THE PLATFORM, YOU ACKNOLWEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THESE TERMS, WITHOUT LIMITATION OR QUALIFICATIONS. THESE TERMS ARE SUBJECT TO MODIFICATION.

We may choose to suspend, limit your access to Perks Marketplace if you violate these terms of conditions, or any other agreement you enter in to with us.

If you live in any of the following countries additional terms may apply to you and are viewable at the bottom of these Terms. We display the country within the Terms when applicable. These additional terms override the Terms below to the extent of any inconsistency.

Canada and all European countries.

A few important points:

Our Terms May Change. We may update these Terms from time to time. If a material change is made, we will post a notice on the Platform or send you a notification. Read through any changes, and if you don’t agree to them, please stop using the Platform. If you continue to use our Platform after we notify you of changes, you will be deemed to have accepted the updated Terms, except to the extent prohibited by applicable law. In addition, certain parts of the Advancea Platform may require you to register separately or agree to additional or special terms of use and fees. Certain areas of the Advancea Platform may include additional usage guidelines and rules and You agree to comply with such guidelines and rules. All such guidelines and rules are incorporated herein. By using the Platform, You agree to the terms of Advancea’s Privacy Policy, which You can review at any time. Some jurisdictions do not permit unilateral updates or changes to consumer terms, so this paragraph may not apply to you. [See Canada terms.]
Terms of Sale. By making any purchase through the Platform with us, You also agree to the Terms of Sale of any third-party vendor and to the Terms of Sale that apply in your country or region.
Privacy Policy. Our Privacy Policy describes the collection and use of personal information on the Platform and applies to your use of the Platform.

Section 1. GROUND RULES

Eligibility. The Platform is not targeted towards, nor intended for use by, anyone under the age of 13. If you are between the ages of 13 and 18, you may only use the Platform under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are over the age of 18, you acknowledge that you are fully able and competent to comprehend, understand and enter into the terms, conditions, limitations, obligations, representations and warranties contained in these Terms. You are only eligible to use the Platform if you are of legal age in your country or if you have consent from your parent or guardian. There may be certain age restrictions for specific Platform services in various countries.

Rules for Registration. When you register for an account with us, you must:

Provide accurate and current registration information.
Keep your registration personal. Do not register for more than one Perks Marketplace account, register a Perks Marketplace account on behalf of someone else, or transfer your account.
Keep your username, password and other login credentials secure and do not allow anyone else to use your account.
Inform Perks Marketplace immediately of any unauthorized use of your Perks Marketplace account. You are responsible for anything that happens through your Perks Marketplace account – with or without your permission. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, PERKS MARKETPLACE IS NOT RESPONSIBLE FOR ANY LOSS OR ACTIVITY THAT RESULTS FROM THE UNAUTHORIZED USE OF YOUR ACCOUNT.

Membership. When you use our Platform you agree to all of these terms. Your use of our Platform is also subject to our Cookie Policy and our Privacy Policy, which covers how we collect, use, share, and store your personal information.

Section 2. DESCRIPTION OF SERVICE

Advancea provides Members with a Platform to access various business tools including without limitation, which may be adjusted from time to time: insurance, shipping, credit card processing, training, marketing and networking tools. Member agrees that unless otherwise provided, Advancea will not be providing these tools but will be providing Member with access to these tools through the Platform. You understand and agree that the Platform is provided “AS-IS”. Your use of the Platform is governed by this Term. Advancea may refuse service to any Member for any or no reason. Advancea may discontinue, change, add, update or revise any part of the Platform at any time and without notice.

Section 3. OWNERSHIP OF CONTENT

Except for User Content (defined below), all of the content on our Platform - including text, software, scripts, code, designs, graphics, photos, sounds, music, videos, applications, interactive features, articles, news stories, sketches, animations, stickers, general artwork and other content ("Content") - is owned by Advancea or others we license Content from, and is protected by copyright, trademark, patent and other laws. Advancea reserves all rights not expressly described in these Terms.

All trademarks, service marks and trade names (e.g., the Perks Marketplace name and the Perks Pin Wheel design) are owned, registered and/or licensed by Advancea.
You do not acquire a license or any ownership rights to any trademarks, service marks, or trade names through your access or use of the Platform or Content.
You agree not to change or delete any ownership notices from materials downloaded or printed from the Platform.
To the extent Advancea approves the download or use of Content comprised of copyrights or copyrightable works, Advancea grants you a limited, personal, non-transferable, non-sublicensable, and revocable license to access and use such copyrights or copyrightable works solely for their intended purpose and solely for as long as Advancea makes such Content generally available to the public.
You do not acquire any ownership rights in the Content (including any trademarks or other intellectual property included in the Content), and all such Content is intended for personal, non-commercial use.
Advancea reserves the right to monitor your use and to alter or revoke this license or your access to the Content at any time and for any reason. Advancea reserves the right to take down any Content in violation of these terms or Advancea’s intellectual property rights.
Advancea allowing you this limited use does not constitute a waiver of any of Advancea’s rights to the Content.
Outside of the specific usage rights granted to you by Advancea in connection with the Platform, you agree not to use, copy, edit, translate, display, distribute, download, transmit, sell, create derivative works of, or in any way exploit any Content, including User Content (unless it is your own User Content that you legally post on the Platform), without Advancea’s prior written consent.
Unauthorized use of the Content may constitute a breach of copyright, trademark or other intellectual property laws and may subject you to criminal and/or civil charges and penalties.

Section 4. POSTING CONTENT ON THE PLATFORM

User Content License. Some parts of the Platform allow you to post photos, videos, feedback, reviews, comments, and other content, which we refer to as “User Content.” Advancea is not responsible for User Content others post to the Platform. User Content is owned by you or whoever created it, but when you post User Content you license it to Advancea as described below:

You represent that you have the right to post your User Content, and you grant Advancea a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, worldwide license to use any of the User Content that you post on or in connection with the Platform, including the likeness of any person that appears in the User Content, or any of the concepts or ideas contained in the User Content, for any purpose, including commercial use, which includes the right to translate, display, reproduce, modify, create derivative works, sublicense, distribute and assign these rights.
Advancea may, in its sole discretion, remove any User Content at any time.
You understand that deleted User Content may persist in Advancea’s systems and on the Platform to the extent your User Content has been publicly posted or shared with others who have not deleted it, unless you or the relevant individual request deletion or blocking of personal data in accordance with applicable law.
Content you share with us, may be used without: notice, compensation, or acknowledgement to you, for any purposes whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving products and services.

Section 5. USER CODE OF CONDUCT

We’re excited to have you contribute to the Perks Marketplace community. Here are a few basic rules:

Only post User Content to the Platform if you have all permissions and rights needed to make that User Content available, including from any individuals who appear or are mentioned in your User Content.
Do not do anything that may expose Perks Marketplace or its users to any type of harm, including anything that may disrupt, damage, disable, tamper with, overburden or limit the functionality of the Platform.
Do not post User Content that contains software viruses, programs or other computer code, and do not circumvent or modify any Platform software or security technology.
Do not use any data mining, robots, scraping or similar data gathering methods.
Unless we indicate otherwise, our Platform is a public place. Do not post personal information to the Platform - yours or anybody else’s.
Do not post any advertising, solicitation or commercial content on the Platform or accept payment from a third party in exchange for performing commercial activity on the Platform.
Do not collect or solicit personal information from other Platform users or send unsolicited messages.
Do not use automated technology to interact with the Platform.
Respect the community and do not post User Content, link to a website, or do anything that is illegal, misleading, malicious, harassing, inaccurate, discriminatory, or otherwise objectionable or inappropriate or which violates any applicable laws. Advancea has the right to prescreen, monitor, or remove User Content – but we have no obligation to do so.
Do not impersonate any person or organization, including Advancea employees.

Section 6. COPYRIGHT INFRINGEMENT

Advancea may terminate the accounts of Platform users found to infringe third party copyrights. Please consult your legal advisor before filing a notice with us because there may be penalties for false claims.

If you believe that your work has been improperly copied to the Platform, such that it constitutes infringement, please provide us with the following information:

(a) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/her behalf;

(b) a description of the copyrighted work that you claim has been infringed;

(d) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(e) a statement by you, made under penalty of perjury (depending on applicable law), that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Send copyright infringement complaints to:

Legal Department (Copyright)

803 W. Broad St, Suite 730, Falls Church, VA 22046

Telephone: +1.833.203.4225

info@perksmarketplace.com

Section 7. COMMUNICATION

You agree that Advancea may communicate with you via email. This includes any legal notice under this Agreement as well as notice for any changes made to this Term.

Section 8. PARTNERS ON THE PLATFORM

From time to time, PerksMarketplace may link to or partner with third-party websites, social media platforms, mobile apps, and other products and services (“Third Parties”). You may be connect with these Third Parties through the Platform. Advancea does not endorse, monitor or have any control over these Third Parties or their activities, which are subject to separate terms of use and privacy policies. You will not always be notified when you leave our Platform and enter a Third Party platform or site. We may share your information with Third Parties, for any reason. A list of Third Party partners may be provided to you, upon your written request. By using our Platform you grant us permission to share your information with Third Parties. You should carefully review any Third Party’s sites and terms of use and privacy policy. Advancea is not responsible for the content, policies, or activities of Third Parties and you interact with Third Parties at your own risk.

Third Parties. Any time you interact with a third party through the Platform, you become subject to their terms of condition and privacy policies. Advancea is not responsible for any action you take as a result of your interaction with a third party. Advancea may implement an application or “widget” from a third party on some of our sites and apps that allows interaction or content sharing by Advancea users. These widgets are visible to you on the page you visit. The network providing the widget may offer controls for you to manage the widget’s appearance and functionality. Your interaction with a widget typically allows the third party to collect some information about you, including IP address, page header information, and browser information. In some cases, the third party may recognize you through its widgets even when you do not interact with the widget but visit a web page or use an app with the widget.

Advertising Technologies. Most advertisements you see on Perks Marketplace are served by Advancea. However, we also allow certain companies to serve advertisements and collect information within our Platform. These companies include third party ad servers, ad agencies, technology vendors, providers of sponsored content, research firms, and other companies that help us provide more effective advertising.

These companies do things like help us deliver ads to people who are most likely to be interested in seeing them, keep track of the number of users who saw a particular ad or visited a particular page of one of our websites, analyze the effectiveness of our ads, and provide auditing, research and reporting for advertisers. Because your browser, app, or device communicates with the third party’s servers, these companies can collect information, including your IP address, page header information, browser or device information, just as if you had requested their webpage or used their apps directly. These companies may collect information to deliver you customized ads on both Advancea and non-Advancea websites, applications, and services. In some situations, Advancea may interact with these companies outside of your browser or device, directly between our web servers. Some of these companies participate in industry-developed programs designed to provide consumers with choices about whether to receive interest-based ads.

Please visit each company’s privacy policy to better understand the controls available to you.

Biometric Technology Providers. The biometric technology providers with which our software will work are listed below. These companies may provide users choices about how they collect and use information. For more information, please review their privacy policies.

Apple – Integration of Apple’s TrueDepth API into Advancea applications may allow you to use the Advancea application, in combination with your device’s camera, to virtually apply face paint filters or face accessories to your facial image (this TrueDepth API functionality is collectively referred to below as “face filters”).

The Advancea application will require access to your device's camera in order for you to use the face filter functionality. This access may be toggled on or off at any time in your device's settings.

The camera images and any resulting data from your use of face filters are only used for the current session and to provide the face filter functionality. The live video feed that you see while using the face filters is only used for the purpose of providing the feature, and this data is not stored locally or remotely. Further any data related to your use of face filters is stored only on the device, and only for the duration of your current face filter session. Each time the home screen is presented or the application is closed, the data is deleted. Advancea does not store or share with third parties data related to your use of the face filters functionality.

Voice and Digital Assistant Providers. The voice and digital assistant providers with whom we work are listed below. These companies may provide users choices about how they collect and use information. For more information, please review their privacy policies.

Amazon
Apple

Advancea applications may allow you to interact with them using Apple’s Siri functionality (iOS 12 or above). Use of Apple's Siri with Advancea applications requires your recorded audio data be sent to Apple for speech recognition, processing and/or transcription purposes. Such audio data may be used by Apple to improve and provide Apple products and services.

Google

Other Partnerships. Advancea partners with companies who may offer products or services to you based on the current page content or other criteria. These partners may be in the form of the “Ad" and/or “Featured Benefit” bar. Because your browser, app, or device must request the content from the partner's servers, these providers can collect your information, including your IP address, page header information, and browser information:

Amazon

Section 9. IMPORTANT DISCLAIMERS

PHYSICAL ACTIVITY. The Platform may include features that promote physical activity, nutrition or general wellness. They are for your informational purposes only and are not intended as medical advice or services, or for diagnostic or treatment purposes.

Consider the risks involved and consult with your medical professional before engaging in any physical activity.
Never disregard professional medical advice or delay in seeking it because of something you have viewed on the Platform.
[See Canada terms, because the following exclusions and limitations may not apply to you.]

USER INTERACTIONS. To the extent allowed by applicable law, we are not responsible for your interactions with other users of the Platform or any damage or harm you may experience because of these interactions.

Be responsible and take precautions when interacting with other users (including users you do not know) on the Platform. Before you meet another person face-to-face, consider investigating, bringing a friend, choosing public locations and letting someone know where you will be. Advancea is under no obligation to become involved with any user dispute but may do so at its own discretion.

WARRANTY DISCLAIMER.

We hope you enjoy and get the full benefit of the Platform; however, we do not guarantee any results.
The Platform, Content, and the materials and products on this Platform are provided "AS-IS.” We do not make any promises of any kind, including about the Platform’s accuracy, adequacy, usefulness, reliability or otherwise. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ADVANCEA IS NOT RESPONSIBLE OR LIABLE FOR ANY USER CONTENT POSTED ON THE PLATFORM.
Advancea does not guarantee that the Platform will be uninterrupted or error-free, that any defects will be corrected, or that the Platform is free of viruses or anything else harmful.
To the fullest extent permitted by law, Advancea disclaims all warranties, express or implied, regarding the Platform, Content, User Content and any products or services you may obtain or access through the Platform, including, but not limited to, implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
You are solely responsible for any damage to your Device resulting from accessing the Platform, to the extent applicable law does not provide otherwise.

Section 10. TERMINATION

Advancea may terminate or modify any Advancea Platform, member program, product or service at any time without notice.

Advancea may terminate or suspend your account, delete your profile or any of your User Content, and restrict your use of all or any part of the Platform at any time and for any reason, without any liability to Advancea, subject to applicable law.

You understand and agree that some of your User Content, particularly that which is displayed in an activity feed or in other public places on the Platform, may continue to appear publicly even after your account is terminated, subject to your right to have your User Content removed upon request in accordance with applicable law.
These Terms remain in effect even after your account is terminated or you have stopped using the Platform.

Section 11. INDEMNIFICATION / LIMITATION OF LIABILITY

Indemnification and RELEASE. You agree to indemnify, defend, and hold harmless Advancea, LLC, its affiliates, officers, directors, employees, agents, licensors and suppliers (the “Advancea Parties”) from and against all claims, losses, liabilities, expenses, damages and costs, including, without limitation, attorneys' fees, arising from or relating in any way to your User Content, your use of Content, your use of the Platform, your conduct in connection with the Platform or with other Platform users, or any violation of these Terms of Use, any law or the rights of any third party. You, for yourself and on behalf of your heirs, estate, insurers, successors and assigns, hereby fully and forever release and discharge the Advancea Parties from any and all claims or causes of action you may have for damages relating in any way to your use of the Platform. Some jurisdictions do not permit certain limitations or exclusions on liabilities, legal warranties and remedies, so these exclusions limitations may not apply to you. [See Canada terms.]

LIMITATION OF LIABILITY. NONE OF THE ADVANCEA PARTIES WILL BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION FOR ANY LOST PROFITS OR LOST DATA, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM OR THE PERFORMANCE OF THE PRODUCTS PURCHASED THROUGH THE PLATFORM OR THE CONDUCT OF OTHER PLATFORM USERS (WHETHER ONLINE OR OFFLINE), OR ATTENDANCE AT A Advancea EVENT OR Advancea PARTNER EVENTS, OR ANY USER CONTENT OR ANY OTHER ACTIVITY IN CONNECTION WITH THE USE OF THE PLATFORM, EVEN IF Advancea HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM. YOUR ONLY REMEDY AGAINST Advancea IN CONNECTION WITH ANY DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR ANY CONTENT IS TO STOP USING THE PLATFORM. IF Advancea IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH IS IN ANY WAY CONNECTED WITH YOUR USE OF THE PLATFORM OR ANY CONTENT, ADVANCEA’S LIABILITY SHALL NOT EXCEED USD $100.00 OR EURO 100.00 IF YOU LIVE IN EUROPE. *or the equivalent of $100 USD in your jurisdiction. Some jurisdictions do not permit certain limitations or exclusions on liabilities, legal warranties and remedies, so these exclusions/limitations may not apply to you. [See Canada terms.]

Section 12. APP MARKETPLACES: You acknowledge that this agreement is between you and Advancea only, and not with the app marketplace where you downloaded an Advancea app (e.g. for iOS users, the App Store operated by Apple Inc. or for Android users, the Google Play store operated by Google Inc.).

Section 13. DISPUTES / ADDITIONAL TERMS

Choice of Law/Jurisdiction

You agree that this Platform is a passive platform solely based in Virginia, USA, which does not give rise to personal jurisdiction over Advancea in jurisdictions other than Virginia.
You agree that the Platform, Terms, Privacy Policy and any dispute between you and Advancea shall be governed in all respects by Virginia law, without regard to choice of law provisions, and not by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
Except where prohibited by applicable law, and without limitation to any statutory rights for consumers, you agree that all disputes, claims and legal proceedings directly or indirectly arising out of or relating to the Platform (including but not limited to the purchase and inquiries of Advancea products and services) shall be resolved individually, without resort to any form of class action, and exclusively in the state or federal courts located in Fairfax County, Virginia, USA.
You consent to waive all defenses of “lack of personal jurisdiction” and “inconvenient forum” with respect to venue and jurisdiction in the state and federal courts of Fairfax County, Virginia.
All claims shall be brought within one (1) year after the claim arises, except to the extent a longer period is required by applicable law.
If you live in any of the following countries, different “Choice of Law/Jurisdiction” terms may apply to you: Canada and all European countries.

Electronic Communications

By using the Platform, you agree to receive certain electronic communications from Advancea, subject to applicable law.
You agree that any notice, agreement, disclosure or other communication that Advancea sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Right to Assign, No Waivers, Severability

Advancea may assign its rights and duties under these Terms to any party at any time without notice to you, unless notice to you is required by applicable law, but this will not affect your rights or our obligations under these Terms.
Advancea’s failure to insist upon or enforce strict performance of these Terms is not a waiver of any of these Terms or Advancea’s rights. Users should always assume these Terms apply.
If any provision in these Terms is held invalid or unenforceable, the remainder of these Terms shall continue to be enforceable.

COUNTRY SPECIFIC TERMS

If you live in one of the following countries these additional terms apply and override any inconsistent terms in the Terms of Use.

CANADA

Introductory Paragraph:

The section titled “Our Terms May Change” is qualified by the following:

(a) Advancea must send to you, at least 30 days before the amendment comes into force, a written notice drawn up clearly and legibly, setting out the new clause and the date of the coming into force of the amendment; and

(b) you may refuse the amendment and rescind or, in the case of a contract involving sequential performance, cancel the contract without cost, penalty or cancellation indemnity by sending Advancea a notice to that effect no later than 30 days after the amendment comes into force, if the amendment entails an increase in your obligations or a reduction in Advancea’s obligations.”

MULTIPLE SECTIONS: The terms set forth in the sections titled “Physical Activity”, “Warranty Disclaimer”, “Indemnification/Limitation of Liability”, and “Limitation of Liability” are qualified by the following:

“Consumer protection laws in some jurisdictions, including Quebec, do not allow for the limitations and exclusions of warranties on purchased products. If these laws apply to you, the exclusions or limitations in the following sections may not apply: Physical Activity, Warranty Disclaimer, Indemnification/Limitation of Liability, and Limitation of Liability.”

SECTION 14 (DISPUTES/ADDITIONAL TERMS): this section is modified as follows:

The sub-section titled “CHOICE OF LAW/JURISDICTION” is modified by adding the following at the beginning of the section:

“Consumer protection laws in some jurisdictions, such as Quebec, might require that your agreement be governed by the laws of your jurisdiction and heard by competent courts in your jurisdiction. In addition, such laws may not allow you to waive your right to be part of a class action or to limit your time limitation to commence legal proceedings. If these laws apply to you, the following limitations may not be applicable."

EUROPEAN COUNTRIES

The following revisions apply to all European countries, except Austria, France, Germany, Italy, Poland and Switzerland, which have other specific revisions to these terms applicable to European Countries.

Section 14 (DISPUTES/ADDITIONAL TERMS): this section is modified as follows:

The sub-section titled “CHOICE OF LAW/JURISDICTION” is deleted in its entirety and replaced with the following (except the last bullet point regarding bringing claims, which remains unchanged):

“Choice of Law/Jurisdiction”

You agree that the Platform, Terms, and any dispute between you and Advancea shall be governed in all respects by Dutch law, without regard to choice of law provisions, and not by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
Except where prohibited and without limitation to any statutory rights for consumers, you agree that all disputes, claims and legal proceedings directly or indirectly arising out of or relating to the Platform (including but not limited to the purchase of Advancea products and services) shall be resolved and exclusively in the competent courts of Amsterdam, the Netherlands.”

Premier Healthcare Alliance Participation Agreement. By using the Platform, You (“Participating Member”) may be offered a product(s) and/or service(s) provided by one of Advancea’s Third Party partnerships through Premier Healthcare Alliance, L.P. (“Premier”). The following terms have been edited slightly from their original text. The original text is available upon request. As such, participating in a product(s) and/or service(s) administrated by Premier you agree to the following:

Participating Member hereby designates Premier Healthcare Alliance, L.P. (“Premier”) to act as Participating Member’s group purchasing agent for the products and services (collectively, “Products”) purchased by Participating Member through the Premier group purchasing program (“Program”). Participating Member hereby designates Premier Healthcare Alliance, L.P. (“Premier”) to act as Participating Member’s group purchasing agent for the products and services (collectively, “Products”) purchased by Participating Member through the group purchasing program (“Program”). Participating Member hereby acknowledges and agrees that Premier will act as Participating Member’s primary group purchasing organization for the Products it elects to access through the Program. To the extent there is no conflict with Participating Member’s existing vendor agreements and for the Products that Participating Member elects to access through the Program, Participating Member will utilize Premier’s Program contracts and will look first to the Program for its purchasing needs and give first consideration to Premier’s Program contracts. Participation by Participating Member in the Program is expected at the overall portfolio level rather than at the individual contract basis.
Participating Member is hereby notified that Program vendors (“Vendors”) pay to Premier an administrative fee of three percent (3%) or less of the purchase price of the Products such Vendors provide, which may be apportioned between Premier and its affiliates pursuant to separate agreement. In the event there are any exceptions to the foregoing statement, they will be noted in a report located in Premier’s online member portal. Participating Member represents, warrants and agrees that it is not a healthcare provider of service. In the event Participating Member becomes a healthcare provider of service, then Participating Member agrees to immediately notify Premier and execute the Premier membership application designated for the healthcare class of trade.
Participating Member will list on Schedule 1 attached to this Agreement the facilities that it intends to serve as child sites subject to the terms of this Agreement. Participating Member may update the child site list upon written notice to Premier consistent with the terms of this Agreement. Participating Member represents that it has authority over all purchases, including liability for payment of invoices, for each child site listed and that it has the authority to sign and bind each child site to the terms of this Agreement.
Participating Member represents and warrants that it complies with all applicable federal, state and local laws and regulations and that it has not: (i) been listed by any federal or state agency as excluded, debarred, suspended or otherwise ineligible to participate in federal and/or state programs; or (ii) been convicted of any crime relating to any federal and/or state program.
In addition to compliance with the terms and conditions contained in this Agreement, Participating Member shall comply with all Premier policies pertinent to the Program, to the extent applicable to Participating Member, as published from time to time on Premier’s website. Participating Member agrees that in the event of a conflict between any of the terms of this Agreement and any such policy, the terms of this Agreement shall control.
Participating Member will use all Products it purchases through the Program solely for its own operations and will not re-sell any such Products outside of the Participating Member’s business operation as indicated on this Agreement or use any such Products to provide services for a facility that is not listed as a child site on Schedule 1.
This Agreement represents the entire agreement between Premier and Participating Member regarding the Program and supersedes any prior oral or written agreement concerning such subject matter.
Participating Member agrees to protect the confidentiality of the Program’s group contract prices and terms, and in no event to leverage the Program’s prices to obtain a better price. Participating Member (and its agents, employees and representatives) shall keep confidential the proprietary and confidential information of Premier and its affiliates and shall not disclose such information to any third parties other than Participating Member’s employees with a need to know (who have been made aware of this provision by Participating Member and agree in writing to comply with it). Such confidential information includes, without limitation, Premier’s and its affiliate’s plans, reports, proposals, agreements, organizational documents, clinical studies, software, pricing information, contract catalogs (printed and electronic) and contract terms and pricing of participating vendors. Participating Member’s obligation to maintain the confidentiality of such information shall remain in effect continuously throughout the period of its membership in Premier and for a period of five (5) years thereafter.
Subject to the confidentiality provisions contained herein and any third-party confidentiality obligations to which Participating Member is subject, Participating Member agrees to permit reasonable access to all data directly related to the purchasing of Products by Participating Member, where such purchases by Participating Member are made under: (1) Premier contracts; or (2) in Participating Member’s sole discretion, other vendor contracts, to determine whether Premier can provide pricing and Products to Participating Member that are in the Program (subclauses (1) and (2) are collectively “Participating Member Data”). Participating Member grants to Premier and its affiliates a nonexclusive, royalty free, perpetual, irrevocable, worldwide, and sub-licensable right and license to aggregate, compile, decompile, manipulate, reproduce, modify, supplement, adapt, translate, create derivative works from, distribute, publish, disclose and otherwise use Participating Member Data: (i) to provide the Program and other products and services provided, or that may in the future be provided, by Premier or any of its affiliates; (ii) to perform Premier’s obligations or to exercise its rights under this Agreement; (iii) as part of products or services provided by Premier or any of its affiliates for Participating Member, including quality improvement initiatives, supply chain consulting services and data analytic services; and (iv) for any commercial purpose on a blinded and aggregated basis.
Premier shall have the right to assign this Agreement and its rights and obligations hereunder to any of its affiliates.
In the event any Participating Member is operated by a state, federal or municipal agency and therefore subject to applicable open records laws that may require Participating Member to release confidential or proprietary information of Premier and its affiliates, Participating Member shall promptly notify Premier of any request under such laws for the release of such information. Further, Participating Member shall cooperate in good faith with Premier and use its best efforts to assist Premier in preventing the release of such information to the extent consistent with applicable law.
Participating Member represents and warrants that its execution and performance of this Agreement does not conflict with or violate any other agreement or obligation to which Participating Member is subject or by which it is bound.
Participating Member acknowledges and agrees that Premier, its affiliates and their respective directors, officers, employees and agents will not be liable for the acts or omissions of Premier’s contracted Vendors, or for any representations or warranties made by such Vendors. “
If Participating Member sells products and/or services to other businesses then the following additional terms apply: If at any time Participating Member enters into a group purchasing agreement with Premier or any of its affiliates (collectively “Premier Group”) pursuant to which Participating Member agrees to pay any member of the Premier Group an administrative fee in connection with the purchase of Participating Member’s products or services by members of a group purchasing organization operated by any member of the Premier Group, then, thirty (30) days after the date of award of such agreement, (i) this Agreement shall automatically terminate; and (ii) Participating Member’s membership in the Program shall terminate. Participating Member represents and warrants that Participating Member and its affiliates, and their respective employees, agents and representatives (the “Member Group”), shall not reference Premier or Premier’s group purchasing program in any written or verbal communication, including without limitation a reference to the existence of a contractual or other relationship between Participating Member and Premier, without obtaining Premier’s prior written consent. In addition, Participating Member acknowledges and agrees that neither Premier nor its partners, including without limitation Participating Member’s Sponsor (defined in Section O), will provide the Member Group with access to any Premier tools, including without limitation Supply Chain Advisor and Premier’s membership roster. Participating Member further agrees that the Member Group will not use any confidential information of Premier, including any Premier pricing or membership information, for any business purpose of the Member Group, including without limitation, sales targeting. Any Premier confidential information obtained by the Member Group will be used solely to purchase Products under Premier group purchasing agreements.
Participating Member authorizes Premier and the Sponsor named on the first page of this Agreement, if applicable (“Sponsor”), to individually activate group purchasing contracts on its behalf.
Premier shall have the right in its sole and absolute discretion to immediately terminate or deny the membership of Participating Member or any facility or organization: (i) in the event Participating Member or such facility or organization acts in a manner that is inconsistent with the Program’s spirit of intent or violates the participation requirements of the Program; or (ii) whose involvement with Premier has the potential to damage the reputation of Premier and/or any of its affiliated companies.
If Participating Member wishes to participate in the Premier foodservice program, the terms and conditions of Exhibit A shall apply.
Participating Member will not independently solicit quotations from a Premier Vendor for Products covered in the Program without any involvement by Premier. To the extent consistent with the participation expectations of the Program, any locally negotiated arrangements between Participating Member and contracted Vendors in the Program shall be subject to the terms and conditions of the applicable Premier Program contract such that Premier is credited with any sales resulting from such arrangements.
The initial term of this Agreement shall be for three (3) years commencing on the date Participating Member executes this Agreement (“Initial Term”). This Agreement shall automatically renew for additional two-year terms (each a “Renewal Term” and “Initial Term” and “Renewal Term” are collectively “Term”) unless either party provides the other with written notice of its intent not to renew at least ninety (90) days prior to the expiration of the then current Term.

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MEMBERSHIP AND CONFIDENTIALITY AGREEMENT

THIS MEMBERSHIP AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made and entered into
effective as of (“Effective Date”) by and between OMNIA PARTNERS, PRIVATE SECTOR, INC., a
Delaware corporation (“OMNIA”), and (together with Member’s subsidiaries and affiliates listed on
Schedule 1, if any, and such other subsidiaries and affiliates registered with OMNIA, “Member”) (each, a
“Party” and, collectively, the “Parties”).
WHEREAS, OMNIA and its subsidiaries and affiliates have developed various group purchasing
programs (each, and collectively, “Program”) and organized a group of industry companies as a group
purchasing organization (“GPOs”) that leverage value-added services and favorable pricing from certain
suppliers participating in the Program (“Suppliers”); and
WHEREAS, Member desires to participate as a member in the Program and to utilize the
services, skills and know-how of OMNIA and its GPOs for the procurement of various goods and
services provided by Suppliers (collectively, “Products/Services”).
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties
agree as follows:
1. Membership; Term. Member is hereby admitted as a member of the Program and engages
OMNIA and its GPOs as its group facilitator to negotiate standard terms, conditions and pricing as part of
the agreements for Products/Services with its Suppliers (“OMNIA Supplier Agreements”), provided that
Member shall participate on OMNIA Supplier Agreements at its sole discretion. Member further agrees
that OMNIA may directly or indirectly provide access to such agreements with its GPOs by enrolling
Member in another GPO’s purchasing program and other programs that OMNIA has access to from time
to time, whether through affiliation or as a channel partner, provided that Member shall participate in
such programs at its sole discretion. Member further acknowledges and agrees that by becoming a
member of OMNIA, Member receives no ownership interest in equity, stock or any similar rights and
interest in OMNIA or any of its affiliates and subsidiaries. The term of this Agreement shall commence on
the Effective Date and shall continue until either Party terminates this Agreement in accordance with the
terms hereof (the “Term”). Either Party may terminate this Agreement for any reason upon not less than
thirty (30) days’ advance written notice to the other Party. If any purchase or purchase order between
Member and a Supplier is executed prior to the termination of this Agreement and would otherwise
extend beyond the end of the Term, the Term of this Agreement will be extended through the fulfillment
of such purchase or purchase order. Member represents and warrants that: (i) Member is not a Health
Care Provider and is not purchasing Products/Services on behalf of a Health Care Provider; and (ii)
Member does not own a hospital and is not purchasing Products/Services on behalf of a hospital. As
used herein, Health Care Provider means a provider of health care goods and services or any entity
enrolled in Medicare, any Medicare program or any federal healthcare program (as defined at 42 USC
§1320a-7b(f)) as a provider of services or a provider or supplier of medical or health services.
2. Member-Supplier Relationships; Administrative Fees. Member will have the opportunity to
purchase Products/Services from one or more Suppliers through the OMNIA Supplier Agreements, the
general terms and conditions of which will have been negotiated and coordinated by OMNIA. In certain
instances, a Supplier may as a condition to participation require that Member enter into a direct
participation or joinder agreement with such Supplier with respect to specific terms applicable to Member
(each such agreement, a “Member-Supplier Joinder Agreement”). Any such Member-Supplier Joinder
Agreement must be approved by OMNIA and Member. Member acknowledges that Suppliers pay
OMNIA fees and other payments, usually in the form of an “administrative fee,” which may be based on a
percentage of gross revenues received by the Supplier from the sale of Products/Services to Members.
Member shall be solely responsible for the purchase and ordering of Products/Services from Suppliers,
and OMNIA shall not be liable in any fashion for any violation by Member of an OMNIA Supplier
Agreement, a Member-Supplier Joinder Agreement or for payment for any Products/Services. Payment
for Products/Services ordered from any Supplier by Member and inspections and acceptance of such

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Products/Services shall be the exclusive obligation of Member, and Member shall make timely payments
to the Supplier in accordance with the terms of the OMNIA Supplier Agreement and/or any Member-
Supplier Joinder Agreement. Member acknowledges that delays in payment by Member could jeopardize
any rebate, discount or other earned incentive payable under an OMNIA Supplier Agreement. Payment
of all such earned incentives, enhancements, rebates, allowances and/or discounts are the sole
responsibility of Suppliers.
3. Confidentiality. Both Parties understand that the business of the other is a highly competitive
business and that each Party shall be provided or exposed to confidential supplier pricing, pricing terms,
incentive information, contract terms, Program information and benefits, the terms of OMNIA Supplier
Agreements, contact information for Suppliers, the names and contact information of other members,
and other trade secret and proprietary information generally made available only to each other (all of
which is hereinafter collectively referred to as “Confidential Information”). Each Party agrees not to
disclose or release such Confidential Information to any third-party including, but not limited to, those
who may be in competition, directly or indirectly, with either Party, during the Term of this Agreement or
at any time after termination of this Agreement.
a. Confidential Information does not include information that: (i) becomes generally available to
the public through no fault of the receiving Party; (ii) is, prior to its initial disclosure hereunder, in the
possession of the receiving Party without any wrongdoing by the receiving Party, its employees or
agents; (iii) is acquired by the receiving Party from any third-party without any restrictions on its use
or disclosure (but with respect to Member, specifically excluding any OMNIA Supplier Agreements);
or (iv) is independently developed by the receiving Party without use of or reference to the disclosing
Party’s Confidential Information; or (v) is disclosed by the receiving Party pursuant to any law, court
order or valid request by governmental agency.
b. Any Confidential Information disclosed pursuant to this Agreement shall be retained in
confidence by the receiving Party and used only for the purpose of carrying out the intentions of this
Agreement. Such Confidential Information may be disclosed only to employees or consultants of the
receiving Party who have a need to know such Confidential Information for the purposes
contemplated under this Agreement. Any consultant of the receiving Party who receives such
Confidential Information under this Agreement shall be similarly bound in writing to obligations of
confidentiality no less restrictive than the confidentiality obligations set forth in this Agreement. The
receiving Party shall be responsible for any breach of this Agreement by an employee or consultant
of such receiving Party. The receiving Party shall use the same degree of care as it uses to protect
its own confidential information of a similar nature, but no less than reasonable care, to prevent the
unauthorized use, dissemination or publication of the disclosing Party’s Confidential Information.
c. If any law or an order of a court of competent jurisdiction requires that the receiving Party
disclose any of the Confidential Information of the disclosing Party, such receiving Party shall give to
the disclosing Party prompt written notice of the demand prior to furnishing the Confidential
Information demanded, and, at the expense of the disclosing Party, shall obtain or cooperate with the
disclosing Party in seeking reasonable arrangements to protect the confidential and proprietary
nature of such Confidential Information.
d. All Confidential Information disclosed under this Agreement shall remain the exclusive
property of the disclosing Party and nothing contained herein shall be construed as a grant, express
or implied or by estoppel, of a transfer, assignment, license, lease of any right, title or interest in such
Confidential Information.
e. No warranty or representation is made by either Party hereto with respect to the Confidential
Information disclosed by such Party, including, without limitation, that any Confidential Information
disclosed hereunder is true and correct, patentable or copyrightable, or that any such Confidential
Information involves concepts or embodiments that are free of infringement of other third-party rights.

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f. Upon the termination of this Agreement, or at any time within fourteen (14) days of receipt of
a written request of the disclosing Party, the receiving Party shall (i) promptly return to the disclosing
Party all Confidential Information disclosed in tangible form and copies thereof in the receiving
Party’s possession; or (ii) promptly destroy such Confidential Information (including all copies
thereof) in the receiving Party’s possession and certify such destruction to the disclosing Party.
Notwithstanding the foregoing, backup tapes or other media made pursuant to automated archival
processes in the ordinary course of business shall not be required to be destroyed, deleted, modified
or returned, but shall remain subject to the confidentiality, non-disclosure, and non-use obligations of
this Agreement until such retained Confidential Information is (i) returned or destroyed; or (ii) ceases
to be Confidential Information as defined herein.
g. In addition to all other remedies available at law or in equity, the disclosing Party shall be
permitted to equitable relief, including specific performance, against the receiving Party in the event
of a breach or threatened breach by the receiving Party or its representatives in this Section 3.
h. The obligations under this Section 3 shall remain in place during the Term of this Agreement
and for three (3) years from the date of termination of this Agreement; notwithstanding the foregoing,
Confidential Information that constitutes trade secrets shall be kept confidential for so long as such
Confidential Information is deemed a trade secret under applicable law.
i. The Parties agree that the terms and conditions of this Section 3 shall supersede and
replace any confidentiality agreement, nondisclosure agreement or similar agreement between the
Parties that is in existence as of the Effective Date and the Parties shall look to this Agreement to
govern the terms of confidentiality and the exchange and handling of Confidential Information
between the Parties.
4. Disclaimers. OMNIA EXPRESSLY DISCLAIMS AND MEMBER HEREBY WAIVES ANY AND
ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING THE
PROGRAM, GPOS, PRODUCTS/SERVICES, SUPPLIERS, OMNIA SUPPLIER AGREEMENTS, AND
MEMBER-SUPPLIER JOINDER AGREEMENTS, AND MEMBER SHALL HAVE NO CLAIM AGAINST
OMNIA FOR ANY PRODUCTS/SERVICES THAT MAY BE DAMAGED, DEFECTIVE, NOT IN
ACCORDANCE WITH SPECIFICATIONS OR OTHERWISE NOT SUITABLE FOR INTENDED USE.
NEITHER PARTY SHALL BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES. FURTHER, MEMBER
ACKNOWLEDGES AND AGREES THAT OMNIA SHALL HAVE NO LIABILITY, AND MEMBER
HEREBY RELEASES OMNIA AND ITS SUBSIDIARIES AND AFFILIATES, FOR ANY ACT OR
OMISSION BY A SUPPLIER OR OTHER PARTY UNDER ANY OMNIA SUPPLIER AGREEMENT OR
MEMBER-SUPPLIER JOINDER AGREEMENT.
5. Compliance with Laws. The Parties shall procure Products/Services in accordance with and
subject to relevant federal, state and local statutes, ordinances, rules and regulations. The Parties agree
that it is the intent of the Parties that all provisions of this Agreement and that Member’s participation in
the Program shall comply with all applicable laws. Member further acknowledges and agrees that it is
solely responsible for its compliance with all applicable “safe harbor” regulations, including but not limited
to any and all obligations to fully and accurately report discounts and incentives, if applicable.
6. Notices. All notices in connection with this Agreement shall be deemed given: (a) on the day
they are deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; (b)
on the day they are sent by air express courier, charges prepaid; or (c) on the day of transmittal if sent by
facsimile, e-mail, modem or other means of mutually acceptable electronic communication (accompanied
by verifiable documentation of transmission); and addressed as follows or to such other address as such
Party may have fixed by like notice similarly given:

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Member:

OMNIA:
OMNIA Partners, Private Sector, Inc.
5001 Aspen Grove Drive, Suite 600
Franklin, TN 37067
Attention: Member Services
E-mail: info@OMNIApartners.com

7. Other Terms.
a. Ambiguities. The Parties acknowledge that this Agreement is entered into in the context of
free and understanding negotiations, is not adhesive and is the product of individual bargaining
among parties enjoying equal bargaining strength in a competitive market. In the event that a court is
called upon to interpret any ambiguous provision in this Agreement, the Parties agree that the
ambiguity shall not be construed against any Party simply because such Party may have drafted
such provision.
b. Amendment; Waiver. This Agreement may only be modified by written amendment or
agreement signed by the Parties. No amendment to any provision of this Agreement shall be
effective unless in writing and signed by Member and OMNIA. All waivers of any right(s) provided by
this Agreement or by law, or of breach or default by a Party shall be in writing. The failure to demand
specific performance shall not constitute a waiver of any provision of this Agreement, or a waiver of
any other default. The waiver by either Party of a specific breach of, or default under, this Agreement
by the other shall not be deemed a waiver of any subsequent breach or default.
c. Assignment. Neither Party shall assign this Agreement or any rights hereunder without the
other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign this
Agreement in whole or in part in connection with a sale of its assets, merger, change of control,
reorganization or consolidation, or to any affiliate or subsidiary of such Party, in each case without
the prior written consent of the other Party.
d. Survival. Sections 3-7 shall survive any expiration or termination of this Agreement.
e. Choice of Law. The validity, interpretation and performance of this Agreement shall be
governed and construed in accordance with the laws of the State of Delaware, without regard to its
choice of law provisions. Jurisdiction and venue for any dispute between Member and OMNIA
concerning this Agreement shall rest exclusively with the state and federal courts of Davidson
County, Tennessee. The Parties waive all defenses of lack of personal jurisdiction and forum non
conveniens related thereto.
f. Construction. All paragraph headings herein are for convenience only and are in no way to
be construed as part of this Agreement or as a limitation of agreement or as a limitation of the scope
of the particular section to which they refer. In the event of a conflict between the terms or conditions
of this Agreement and those of any other document, the terms and conditions of this Agreement shall
control.
g. Counterparts. This Agreement and any amendments hereto may be executed together or
individually in counterparts by the Parties by paper or electronic means, each of which so executed
will be deemed to be an original and such counterparts together will constitute one and the same
Agreement.
h. Indemnification.
i. By Member. Member agrees to indemnify, defend and hold harmless OMNIA and
OMNIA’s officers, directors, affiliates, subsidiaries, trustees, employees, representatives,
agents, successors and assigns from and against any and all claims, losses, damages
and/or expenses, including, but not limited to, attorneys’ fees, expert witness fees and costs

6

of settlement that arise out of or are made in connection with: (i) the sale to or use by any
person or entity, of any product sold by Member, manufactured from raw materials or
component parts or otherwise comprising Products purchased through or from a Supplier; (ii)
the negligent acts or omissions of Member in connection with the Program; or (iii) any breach
by Member of any OMNIA Supplier Agreement on which it has participated.
ii. By OMNIA. OMNIA agrees to indemnify, defend and hold harmless Member and
Member’s officers, directors, affiliates, subsidiaries, trustees, employees, representatives,
agents, successors and assigns from and against any and all claims, losses, damages
and/or expenses, including, but not limited to, attorneys’ fees, expert witness fees and costs
of settlement that arise out of or are made in connection with the negligent acts or omissions
of OMNIA in connection with the Program.
i. Trademarks. Each Party shall be in breach of this Agreement if it uses any logo,
trademark(s), or copyright(s) of the other Party without advance consent of such other Party.
j. Severability. If any section, subsection, paragraph or portion of this Agreement is held
invalid or unenforceable by a court of competent jurisdiction, the Parties agree that such invalidity
shall not affect the validity of the remaining portions of this Agreement and further agree to substitute
for the invalid provision a valid provision that most closely approximates the economic effect and
intent of the invalid provision.
k. Entire Agreement. This Agreement (including any Exhibit, Attachment, and any addenda)
contains the entire agreement of the Parties and their subsidiaries with respect to the subject matter
of this Agreement and supersedes all previous communications, representations, understandings
and agreements, either oral or written, between the Parties with respect to said subject matter.
Without limiting the foregoing, this Agreement supersedes and replaces any agreement for
membership in Prime Advantage Corporation, Corporate United Inc., Corporate United Purchasing
Consortium, Inc. and/or Insight GPO.
l. Independent Contractors. The relationship between the Parties created by this Agreement
is that of independent contractors and not agents, employees, partners or joint ventures and neither
Party shall have the power or authority to obligate or bind the other Party; provided, however, to the
extent that Member makes purchases under any OMNIA Supplier Agreement, Member agrees to be
bound by the terms thereof and Member may be a third-party beneficiary of the terms therein
applicable to Members.
m. Authority. Each Party represents and warrants to the other Party that this Agreement has
been duly authorized, executed and delivered by and on its behalf, including its respective
subsidiaries and affiliates, and constitutes a valid, enforceable and binding agreement.

Welcome to National Association of Residential Property Managers Perks Marketplace

Terms & Conditions

Welcome to National Association of Residential Property Managers
Perks Marketplace