By clicking “I agree” and signing the related authorization you are representing that you are authorized to enroll the business identified as a member of Dining Alliance, Inc. (“DA”). In addition, you are agreeing that the operator shall be subject to DA membership terms and conditions as set forth below:
1. As a member of DA you hereby agree to provide DA with sufficient authorization to access your purchase level data so that DA may secure for you the benefits of membership in DA (the “Member”). Membership benefits include, but are not limited to, preferred pricing with manufacturers and distributors as well as rebates on Member’s purchases, when available (the “Membership Benefits”). In the event your distributor or other supplier requires Member to sign an authorization that DA determines to unreasonably restrict the use of Member’s purchase level data, we will advise you of the same and supply you with an authorization directing your distributor or other supplier to release such data under terms that you and DA determine are appropriate. In addition, Member agrees to work with its distributor to ensure that any deviated price contracts available through DA are loaded into distributor’s order catalogue to ensure that this valuable membership benefit is available to Member.
2. The individual completing the membership registration (the “Applicant”) and executing the related documentation hereby states that he or she is an authorized agent, owner or employee of the business identified in the registration and acknowledges that they have the requisite authority to enter into a membership relationship with DA. To the best of Applicant’s knowledge, all information provided with respect to Member is correct. If DA should discover that the information provided was not correct, DA has the right to cancel or amend Member’s participation in any and all Membership Benefits and other programs available through DA.
3. The Applicant acknowledges that any current programs that Member wishes to continue through a direct relationship have been disclosed and Member understand that they will not be able to participate in the Membership Benefits relative to those direct programs. Further, if DA discovers that a Member has a direct program that has not been disclosed, Member hereby authorizes DA to keep the Member on the DA program with respect to the same. Once notified of the conflicting direct program, Member hereby agrees to cancel such direct program five (5) business days and agrees to repay any rebates monies Member may have earned related to such direct programs. If, after notification, Member fails to issue a termination notice of such direct program within (5) five days, Member hereby authorizes DA to issue such termination on Member’s behalf.
4. By signing the DA membership registration, Applicant authorizes DA to enroll the Member in all Membership Benefits and related programs. Member authorizes DA to contact all suppliers listed within Member’s registration in order to obtain product level data and reporting for the purpose or price verification, volume allowances, opportunity analysis and any further purposes for which DA uses such data as outlined in these Membership Terms and Conditions. Applicant agrees to an acknowledges that DA may receive financial consideration from certain program providers based upon my participation through the DA Membership Benefits.
5. In order to secure the DA Membership Benefits, DA must ensure that you are in compliance with its Membership requirements with respect to the purchases you make. One of the Membership requirements is that you are purchasing products manufactured by DA’s preferred manufacturers and are doing so consistent with DA’s minimal compliance requirements (“DA Compliance Requirements”). Specifically, in order to continue to secure the Membership Benefits, DA must ensure its strategic partners that you are buying pursuant to their programs. Member agrees to comply with the DA Compliance Requirements relative, which DA reserves the right to change from time to time. In addition, Member agrees to participate in periodic compliance reviews conducted by DA’s Compliance Department, to review and receive savings opportunities as they are identified, in support of DA’s strategic partners’ products. Member agrees to consider, sample and convert a portion of its purchasing to products presented as determined by Member based upon its total market basket purchases. Member further agrees to request that their distributor or other suppliers stock such products when necessary.
6. Member acknowledges that while some DA Membership Benefits, including deviated pricing and preferred pricing through distributors are made available to Member at the time it purchases qualifying products, where applicable, it takes DA approximately six (6) to (9) months to secure those rebates available on Member’s purchases. In this regard, DA traditionally remits rebates to Members on an annual basis.
7. DA reserves the right to change the DA Membership Terms & Conditions at any time. The current DA Membership Terms & Conditions shall be available at www.diningalliance.com and shall be Member’s responsibility to be aware of and comply with the DA Membership Terms & Conditions.
8. DA reserves the right to suspend the Membership Benefits and/or terminate the Member’s membership at any time with or without cause.
9. Member acknowledges that DA aggregates purchasing data collected from the Members, removes any personally identifying information related to Member or its location and uses the data to help educate manufacturers on purchasing trends and other relevant information regarding the purchase of their products. No personal identifying information that could be associated with the Member shall be provided in such instances. Member expressly consents to DA’s use of the data for this purpose.
10. Member acknowledges that some suppliers pay an administrative fee to DA with respect to its administration of the programs offered by DA and/or the supplier. Member further acknowledges that DA shares in a portion of the rebates processed and received on Member’s purchases in return for providing the Member access to DA’s rebate programs, maintaining the rebate program and related contracts, collecting the Member’s purchase level data from its suppliers, reporting those purchases to DA’s strategic partners and manufacturers, and remitting the rebate revenue to Members.
11. To the extent, Member is a healthcare facility Member acknowledges (i) that DA will receive payment of fees for administrative services it provides to one or more vendors based on products or services purchased by Member and its facilities (“GPO Fees”), (ii) that the percentage of GPO Fees DA shall receive will be three percent (3%) or less, on an annual basis, DA shall disclose to the Member the amount of GPO Fees it received from each vendor as a result of Member’s purchases, and (iii) products purchased by Member may qualify for a rebate known as a “discount” pursuant to 42 CFR § 1001.952(h). While the amount of any such rebate is not known as this time, Member may have an obligation to disclose the receipt of any such discount to Medicare, Medicaid or other Federal programs utilized by Member in the purchase of the products.
12. Member hereby releases and forever discharges any claims, demands, and damages (actual and consequential) of every kind and nature, it has against DA, its officers, directors, shareholders, employees, agents, and assigns with respect to the Member’s membership in DA, the Membership Benefits, any claims stemming from DA’s receipt and/or use of Member’s purchase level data and/or any claims associated with Member’s purchases of products from distributors, suppliers and/or manufacturers.
13. DA provides the services associated with the Membership Benefits on an “AS IS” basis and hereby disclaims all warranties express or implied with respect its services and the Membership Benefits, including the warranties of merchantability and fitness for a particular purpose. DA shall have no indirect or consequential damages associated with any claims related to its services, Member’s membership in DA, the Membership Benefits, any claims stemming from DA’s receipt and/or use of Member’s purchase level data and/or any claims associated with Member’s purchases of products from distributors, suppliers and/or manufacturers. In no event shall DA’s liability for any claims asserted against it with respect to its services, the Membership Benefits, DA’s receipt and/or use of Member’s purchase level data and/or any claims associated with Member’s purchases of products from distributors, suppliers and/or manufacturers.
14. Member shall indemnify and hold DA and their respective affiliates, agents, representatives, officers, directors and employees (the “Indemnitees”) harmless from and against any and all claims, losses, liabilities, judgments, penalties, interest, damages, costs and expenses whatsoever (including reasonable attorneys’ fees,) relating to acts or omissions of Member which relate in any way to this Agreement. DA and Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created.