MEMBERSHIP TERMS & CONDITIONS

By completing and signing the related membership letter of participation (“LOP”) and related authorization you are representing that you are authorized to enroll the business identified as a member of PRIME Services, a division of Dining Alliance, LLC (“PRIME”).  In addition, you are agreeing that the operator shall be subject to PRIME membership terms and conditions as set forth below:

1. As a member of PRIME you hereby agree to provide PRIME with sufficient authorization to access your purchase level data so that PRIME may secure for you the benefits of membership in PRIME (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 PRIME 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 PRIME determine are appropriate.  In addition, Member agrees to work with its distributor to ensure that any deviated price contracts available through PRIME 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 PRIME. To the best of Applicant’s knowledge, all information provided with respect to Member is correct.  If PRIME should discover that the information provided was not correct, PRIME has the right to cancel or amend Member’s participation in any and all Membership Benefits and other programs available through PRIME.
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 PRIME discovers that a Member has a direct program that has not been disclosed, Member hereby authorizes PRIME to keep the Member on the PRIME 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 PRIME to issue such termination on Member’s behalf.
4. By signing the PRIME membership registration, Applicant authorizes PRIME to enroll the Member in all Membership Benefits and related programs.  Member authorizes PRIME 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 PRIME uses such data as outlined in these Membership Terms and Conditions.  Applicant agrees to an acknowledges that PRIME may receive financial consideration from certain program providers based upon my participation through the PRIME Membership Benefits.
5. In order to secure the PRIME Membership Benefits, PRIME must ensure your 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 PRIME’s preferred manufacturers and are doing so consistent with PRIME’s minimal compliance requirements (“PRIME Compliance Requirements”).  Specifically, in order to continue to secure the Membership Benefits, PRIME must ensure its strategic partners that you are buying pursuant to their programs.  Member agrees to comply with the PRIME Compliance Requirements, which PRIME reserves the right to change from time to time.  In addition, Member agrees to participate in periodic compliance reviews conducted by PRIME’s Compliance Department, to review and receive savings opportunities as they are identified, in support of PRIME’s strategic partners’ products.  Member agrees to: (a) consider, sample and convert a portion of its purchasing to products presented as determined by Member based upon its total market basket purchases, (b) access the PRIME web portal no less than quarterly, and (c) promptly withdraw or deposit (as the case may be) any rebate monies remitted to Member by PRIME (to the extent applicable). Member acknowledges and agrees that PRIME requires Member’s continued engagement by the Member in terms of considering opportunities for savings with BEP’s manufacturer products, and moreover acceptance of those offers of BEP benefits that BEP extends to the Member in a timely manner. If Member fails to promptly claim any and all rebates available to Member, such continued failure alone may result in forfeiture of any and all rebates available to Member, as set forth in greater detail in Section 8, below.   Member further agrees to request that their distributor or other suppliers stock such products when necessary.
6. Member acknowledges that while some PRIME 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 PRIME approximately six (6) to nine (9) months to secure those rebates available on Member’s purchases.  In this regard, PRIME traditionally remits rebates to Members on either a quarterly or annual basis depending on the volume of qualified purchases made by the Member.
7. PRIME reserves the right to change the PRIME Membership Terms & Conditions at any time. The current PRIME Membership Terms & Conditions shall be available at https://www.primeservicesinc.com/ and shall be Member’s responsibility to be aware of and comply with the PRIME Membership Terms & Conditions.
8. PRIME reserves the right to suspend the Membership Benefits and/or terminate the Member’s membership at any time with or without cause. If members fails to engage in a periodic review of the savings opportunities presented to the customer by PRIME, and/or fails to make purchases of the manufacturer products PRIME promotes through its MAP program, PRIME reserves the right to suspend or cancel the customer’s membership without notice. In addition, PRIME also reserves the right to suspend, cancel and/or withhold any benefits of membership to such non-compliant customer regardless of whether such benefits were offered to the customer by PRIME during a period of the customer’s compliance, but were not remitted by PRIME or received by the customer, prior to customer’s non-compliance with these terms and conditions.  Specifically, PRIME expressly reserve the right to withhold rebates previously offered but not yet remitted to customer, to revoke any such rebate and other membership offers which have yet to remitted to, or accepted by, the member.  PRIME may also suspend customer’s future access to any membership benefits, including without limitation, access to rebates and deviated pricing, until customer can demonstrate its compliance with PRIME’s membership terms in conditions, such compliance to be determined by PRIME in its sole discretion. NOTE CONSIDERATION OF SAVINGS OPPORTUNITIES MAY OR MAY NOT INCLUDE THE CUSTOMER’S ACCESSING PRIME MEMBERHIP PORTAL IF AVAILABLE.
9. In the event that Member wishes to terminate its membership with PRIME, Member must provide ninety (90) days advance written notice of the termination to PRIME. Such termination shall not be effective until the expiration of the ninety (90) days advance written notice to PRIME.
10. Member acknowledges that PRIME 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 PRIME’s use of the data for this purpose.
11. Member acknowledges that some suppliers pay an administrative fee to PRIME with respect to its administration of the programs offered by PRIME and/or the supplier. Member further acknowledges that PRIME shares in a portion of the rebates processed and received on Member’s purchases in return for providing the Member access to PRIME’s rebate programs, maintaining the rebate program and related contracts, collecting the Member’s purchase level data from its suppliers, reporting those purchases to PRIME’s strategic partners and manufacturers, and remitting the rebate revenue to Members.
12. To the extent, Member is a healthcare facility Member acknowledges (i) that PRIME 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 PRIME shall receive will be three percent (3%) or less, on an annual basis, PRIME 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 at 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.
13. Member hereby releases and forever discharges any claims, demands, and damages (actual and consequential) of every kind and nature, it has against PRIME, its officers, directors, shareholders, employees, agents, and assigns with respect to the Member’s membership in PRIME, the Membership Benefits, any claims stemming from PRIME’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. PRIME 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.  PRIME shall have no indirect or consequential damages associated with any claims related to its services, Member’s membership in PRIME, the Membership Benefits, any claims stemming from PRIME’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 PRIME’s liability for any claims asserted against it with respect to its services, the Membership Benefits, PRIME’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.
15. Member shall indemnify and hold PRIME 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. PRIME and Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created.