Terms and Conditions

Community Purchasing Alliance, a District of Columbia CPAerative, (collectively called “CPA”, “Company” or “We”) invite you to become a trial member of CPA.  CPA is a CPAerative association formed to provide a community-based CPAerative purchasing program for religious institutions, schools, and other community-oriented entities.  The purpose of the trial member program is to expose you to the potential savings and benefits that full CPA members receive by coming together and exercising greater purchasing power.  CPA negotiates with the providers or brokers (“CPA Partners”) to provide beneficial terms to our members thus saving members significant money.

Trial Member Services

Trial Members (“Member(s)” or “you”) will have access to money saving services (“Services”) for a certain period of time or until a certain level of savings at the discretion of CPA.  Members will typically receive access to vendor service contracts that will save them money.  Importantly, Trial Members will not have access to certain benefits that full members are receiving. Full members get to choose service contracts from a wide range of providers and access to the MARVL system, which is a powerful member support community. Most importantly, full members become like partial owners in the CPAerative with the ability to participate in governance and share in net profit distributions. While, CPA commits to providing full members access to service contracts, Trial Members are subject to CPA’s discretion.  Additionally, to become a full member, there is a participation fee determined by your business revenue.

The trial membership is expressly governed by the following Terms and Conditions:

CPA and the Trial CPA Member (the “Parties”) agree to the following terms and conditions:

  1. Date and Term.  This Agreement shall commence on the date that the CPA Trial Member executes the Trial Membership Agreement and its agreement to these Terms and Conditions.  This Agreement shall terminate upon thirty (30) days’ written notice by either party to the other party.

  2. Incorporation of Bylaws.  By becoming a trial member of CPA, the Member agrees to be bound by the Bylaws of CPA, whose provisions and terms are incorporated into this Agreement.

  3. CPAerative Purchasing.  During your trial membership, you agree to purchase on a “good faith” basis services pursuant to CPAerative purchasing contracts that CPA has negotiated with providers or brokers of such services and product lines (a “CPA Partner”) to the extent it is practicable for you and the CPA Members.  Subject to the foregoing sentence, the CPA Member commits to purchase one product line from CPA Partners, as soon as the your existing contract ends and CPA makes a service or product line available.  CPA reserves the right to restrict access to purchase a service for trial members.

  4. CPA Revenue.  The CPA Member acknowledges that pursuant to the CPAerative purchasing contracts negotiated by CPA with CPA Partners, CPA can receive rebates, revenue, and benefits both in-kind and cash from purchases made by both Trial Members and CPA Members.  Revenues and benefits are fully disclosed to full CPA Members.

  5. Representations and Warranties.  Each party hereto represents and warrants at all times to the other party that (i) such party is duly organized and validly existing and in good standing under the laws of the state of its formation; (ii) such party has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (iii) this Agreement is a legal and valid obligation, binding and enforceable against such party in accordance with its terms; and (iv) the execution, and performance of this Agreement does not conflict with any agreement, law, or regulation to which such party is bound.  CPA makes no representation or warranty whatsoever with respect to (i) the delivery of Services by a CPA Partner to the CPA Member or the present or future economic terms upon which such Services are delivered, (ii) the CPA Member’s use of or inability to use any Services delivered by a CPA Partner, or (iii) any other matter relating to the Services, including, without limitation, any CPA Partner’s breach of its obligations under any contract that CPA has negotiated.

  6. Indemnification.  Each party hereto agrees to indemnify and hold harmless  CPA’s subsidiaries, affiliates, officers, directors, agents, employees, partners and licensors from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the indemnifying party’s breach of any representation, warranty, covenant and/or agreement contained herein.  

  7. Limitation of Liability.  The CPA Member expressly understands and agrees that CPA shall not be liable to the CPA Member for any direct, indirect, incidental, special, consequential or exemplary damages resulting from (i) the delivery of Services by a CPA Partner to the CPA Member, including, without limitation, the cost of procurement of substitute services or products resulting from inadequate, insufficient, incomplete or otherwise deficient Services delivered to the CPA Member, (ii) the CPA Member’s use of or inability to use any Services delivered by a CPA Partner, or (iii) any other matter relating to the Services.

  8. Confidentiality.  This Agreement is confidential and the Member hereby agrees to keep confidential any information furnished to it in connection with this Agreement that is explicitly marked or designated as “confidential”.

  9. Notices.  Any notice or other communication required or permitted to be delivered by one party to another party under this Agreement must be in writing and will be deemed properly received when delivered to the party’s physical or email address listed below such party’s name on the final page hereof, or to such other physical or email address as notified by such party to the other party.  

  10. Entire Agreement; Severability.  This Agreement, including any schedules or attachments hereto, the Bylaws of CPA, and the other agreements mentioned herein, contain the entire understanding of the parties with respect to the subject matter hereof, and supersede all prior agreements and understandings relating to the subject matter hereof.  Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.  

  11. Interpretation.  The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not to this Agreement.  The parties further agree that in the event of any conflict between the provisions of this Agreement and those of the Bylaws of CPA, the Bylaws of CPA shall govern.

  12. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia.

  13. Dispute Resolution.  No party shall initiate any claim and/or proceeding without first making a good-faith attempt to resolve the dispute that would be the subject matter of the claim or proceeding through negotiation and if negotiations fail, through mediation.  Any dispute, controversy or claim that cannot be resolved through negotiations or mediation, whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory (a “Dispute”) between CPA and the CPA Member arising out of or relating to this Agreement, any obligations hereunder or the relationship of the parties under this Agreement shall be settled by binding arbitration conducted in Washington, D.C. in accordance with the then-current commercial arbitration rules, using expedited procedures, of the American Arbitration Association (“AAA”) as modified by the following provisions of this Agreement:

    1. Selection of one neutral arbitrator by the parties shall be from the AAA panel list and shall be chosen by the CPA Member and CPA together; provided, that if the CPA Member and CPA are unable to reach agreement with respect to the arbitrator within two (2) business days, the arbitrator shall be chosen in accordance with appointment rules of AAA.

    2. The arbitration process shall be conducted on an expedited basis in Washington, D.C.  Proceedings in arbitration shall begin as soon as possible, but in no event later than thirty (30) days after the filing of the Dispute with the AAA and shall be scheduled to conclude no later than ninety (90) days after the filing of the Dispute (including delivery of the written judgment under clause (vi) below).  All hearings, unless otherwise agreed to by the parties, shall be held in Washington, D.C.

      1. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be disclosed exclusively for the purpose of facilitating the arbitration process and for no other purpose;

      2. The award of the arbitrator(s) shall be made in a written opinion containing a concise reasoned analysis of the basis upon which the award was made;

      3. A judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof;

      4. The prevailing party shall be entitled to recover from the other party its share of the fees and costs of the AAA and the arbitrator(s), actual reasonable attorneys’ fees and costs incurred in connection with the arbitration and the enforcement thereof, and the Arbitrator’s award shall so direct;

      5. The CPA Member or CPA may apply to a court having jurisdiction to:  (A) enforce this agreement to arbitrate; (B) seek trial injunctive relief so as to maintain the status quo until the arbitration award is rendered or the controversy is otherwise resolved; (C) avoid the expiration of any applicable limitations period; (D) preserve a superior position with respect to other creditors; or (E) challenge or vacate any final judgment, award or decision of the arbitrator(s) that does not comport with the express provisions of Section 13(b)(vi);

      6. The arbitrator is only authorized to, and only has the consent of the parties to, interpret and apply the terms and conditions of this Agreement (including the Bylaws of CPA made part of this Agreement) in accordance with the governing law.  The arbitrator is not authorized to, and shall not, order any remedy not permitted by this Agreement and shall not change any term or condition of this Agreement, deprive either party of any remedy expressly provided hereunder or provide any right or remedy that has not been expressly provided hereunder.  In the event that the arbitrator(s) exceeds his or her authority under this Agreement and violates this provision, either party may petition a court of competent jurisdiction to vacate the arbitration award on the grounds that the arbitrator exceeded his or her authority.

Notwithstanding the foregoing, the parties shall continue performing their respective obligations under this Agreement while the Dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof.

  1. Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and each of their respective permitted successors and assigns.  None of the parties hereto may assign any of its rights or delegate any of its obligations under this Agreement (whether voluntarily, involuntarily, by way of merger, operation of law or otherwise) to any other person without the prior written consent of the other party hereto.

  2. No Third Party Beneficiaries.  Except as otherwise expressly provided herein, nothing herein shall be construed to confer upon or to give any person, other than the CPA Member and CPA, any rights or remedies under or by reason of this Agreement.

  3. Amendments.  This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed by all of the parties hereto.

  4. Counterparts; Facsimile Signature.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.  This Agreement may be executed by facsimile signature.

 

Thank you for your consideration.  We look forward to welcoming you as a trial member of the Community Purchasing Alliance.

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