SURGE Support Staff Membership Agreement
The veterinary support staff applicant listed on the Membership Application Form (the “Member”) wishes to become a member of SURGE, subject to the terms and conditions of membership contained in this Membership Agreement (the “Agreement”) and as hereinafter amended, modified or revised.
Upon execution of this Agreement and approval of all paperwork by SURGE, the Applicant shall become a member (“Member”) of SURGE to access various benefits including a private forum to exchange ideas, access to our conferences.
TERMS OF MEMBERSHIP
1. If a Member wishes to opt out of SURGE, written notification must be submitted and received by SURGE. An email notification must be sent to email@example.com.
2. Exiting the membership shall not invalidate the enforceability of the confidentiality provisions of Section 10 or other agreements signed in conjunction with membership, which shall continue in full force and effect.
3. A Member may participate in SURGE’s benefits to the extent to which he or she chooses. No purchases are required, nor are there minimum participation requirements.
4. SURGE, Vendor and/or Provider will provide Member, from time to time, with the identity and pricing of goods and services available through the SURGE platform.
5. Member may place orders directly with a manufacturer, distributor, vendor or service provider - on behalf of their practice - and the practice will pay them directly under terms and conditions agreed upon between the Member and the Provider. Any billing disputes about goods or services shall be resolved between Provider and Member. SURGE makes no guarantees as to member’s experience or satisfaction with a provider and makes no representations or warranties in connection with the goods or services provided by a provider hereunder, whether express or implied, and including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, infringement against any third party patent or other proprietary rights of a third party and any warranty arising out of prior course of dealing or usage of trade. While SURGE uses reasonable efforts to ensure that the pricing, product information and other information available to members through its technology applications is current and accurate, SURGE cannot guarantee the accuracy or completeness of it.
6. Member acknowledges that he or she has been notified that some or all of the Vendors or Providers will pay to SURGE sponsorship fees in order to participate, interact with SURGE members and attend SURGE events. These fees are used for annual operational expenses, including legal and accounting fees, assistants, IT helpers, organizing our yearly Symposium, maintaining the SURGE website and online community, and negotiating and/or meeting with vendor partners of SURGE throughout the year.
7. Members will be notified of changes in the identity of Providers. SURGE will exert all reasonable efforts to maintain a wide range of Providers. Member acknowledges that the identity of Providers and pricing are subject to change.
8. Throughout the term of this Agreement, Member agrees:
(a) to comply with all terms and conditions of this Agreement;
(b) to comply with all SURGE standard operating procedures and policies established and in effect from time to time and either provided to Member or posted on the SURGE website;
(c) to comply with all terms and conditions of the Vendor or Provider contracts (and any local supplements or other contracts between Member and Provider or third parties relating to the Provider contracts), that are consistent with Member’s obligations under applicable law, including without limitation, payment terms, eligibility requirements, own use requirements, liability provisions, and arbitration of dispute requirements;
(e) to comply with all Laws applicable to its performance under this Agreement; and
(f) to execute separate agreements or acknowledgements as requested by SURGE or any particular Provider evidencing Member’s Agreement to comply with the terms of the relevant Provider contracts.
9. (a) Member grants to SURGE, its affiliates and their respective employees, agents and subcontractors, a nonexclusive perpetual, irrevocable, worldwide commercial license and right to use, combine and match with other data, manipulate, analyze, modify, display, include in analytical data products, license, sublicense, sell or transfer, any data gathered or provided to SURGE as part of Member’s participation in the Program for all lawful business purposes whatsoever, including, but not limited to, for marketing, sales, licensing and sublicensing, promotion, and analysis, provided that no data provided hereunder may be used to identify or to attempt to identify an individual or for any unlawful purpose.
(b) Subject to any applicable confidentiality agreement, Member hereby authorizes SURGE to have access to Member's purchasing transaction data, whether through or from Providers, distributors, group purchasing organizations or any business-to-business e-commerce companies through which orders for Providers’ products and services are placed by Member. Member further authorizes SURGE to provide such purchasing transaction data to Providers for the purposes of improving product and service offerings available for purchase under a Provider contract, provided no portion of the data contains any patient health information, the disclosure of which would violate applicable Law.
10. Information, data, marketing plans, materials, pricing structures and other program details supplied by SURGE and its industry partners to its Members are strictly confidential. This information is supplied on the understanding it will be held confidential and not disclosed to third parties without the prior written consent of SURGE.
During the term of membership and for a period of five (5) years thereafter, Member agrees to require individuals (employees, agents, designated representative) who work for or with Member who would have access to the information made available by SURGE that is confidential information to keep confidential and not disclose to any third parties (other than to other employees of Member with a need-to-know who have been specifically made aware of these confidentiality provisions) any information designated as confidential by either SURGE or a Provider by either oral or written statement without SURGE’s or the Provider’s prior written permission.
Such confidential information may take many forms, but is likely to include SURGE or Provider plans, reports, proposals, Agreements, clinical studies, software, pricing information, and contract catalogs (printed and electronic).
This Agreement will be constructed and interpreted solely in accordance with the laws of the state of Texas and the United States of America, without regard to its conflicts of laws principles.Venue for any legal proceedings with respect to this Agreement shall be in Kendall County, Texas or the U.S. District Court for the Western District of Texas, San Antonio Division.
11. This Agreement does not create any franchise, joint venture, partnership or other similar legal relationship between SURGE and Member. No party has the authority to bind or act on behalf of the other party except as otherwise specifically stated herein. There are no third-party beneficiaries of or to this Agreement.
12. Neither party hereto may assign this Agreement or assign, transfer or delegate rights or obligations under this Agreement, without the other party’s prior written consent, provided, however, that SURGE may freely assign this Agreement to any affiliate, subsidiary, parent or commonly-controlled entity of SURGE, or any acquirer of all or substantially all of the assets or equity interest of SURGE.
13. This Membership Agreement represents the entire Agreement between SURGE and the Member regarding SURGE participation requirements and supersedes any prior oral or written Agreement concerning such subject matter.
14. The terms of this Membership Agreement shall become effective and supersede any prior agreements between such Member and SURGE upon the first to occur of the Member using any services or purchasing any products from a Provider after the effective date of this Agreement (which shall be deemed to be December 15, 2021).