TERMS OF AGREEMENT

Membership Agreement: This contract is made and entered into, by and between IDOC, LCC, and the member who agree to the terms and conditions of membership as outlined below.

1. In the event of a change in ownership of member’s practice, member is required to deliver to IDOC prior written notice of such change, at which time the existing account of member will be closed and new ownership must apply for membership. Failure to comply with this provision will result in member being responsible for any purchases made through IDOC vendor partners after the effective date of the change in ownership.

2. IDOC and member expressly acknowledge and agree that IDOC is merely acting as an intermediary between member and vendor. IDOC shall not be responsible for any defects relating to products and goods purchased from a vendor, nor for any other damages arising from, or in any way related to, member’s purchase or order of merchandise from vendor, including, without limitation, any delays in shipping. IDOC hereby expressly disclaims any and all warranties, whether express or implied, relating to any such products and goods ordered from vendor, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. In addition IDOC will act as an intermediary in the collection and proper disbursement of coop funds earned from vendor partners. Coop funds will be distributed only if the member is current with their IDOC membership dues at the time of disbursement. IDOC will not be held liable should any vendor renege on their commitment to pay coop funds.

3. Member agrees to remain in good standing and stay current in billing with all IDOC vendor partners or risk termination of IDOC membership without refund of membership dues. Upon signing this agreement the undersigned authorizes IDOC to obtain sales, payment and accounts receivable information from any credit reporting agency or supplier. Members who are delinquent in payments to IDOC Vendors will not receive rebate checks.

4. IDOC reserves the right to terminate membership of any practice who diverts products purchased from IDOC Vendor Partners. Actions will result in forfeiture of rebates earned.

5. Each member who is a principal owner of the proprietorship, limited liability company, or corporation shall similarly abide by the terms and conditions of this agreement and by signing below.

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The undersigned, as the principal owner(s) and/or executive officer(s), hereby personally guarantees all of member’s obligations hereunder as set forth in this agreement.