“Accreditation” is a status conferred by NABP upon successful Applicants to its Accreditation Programs.

“Accreditation Program” means an accreditation program offered by NABP.

“Accredited Entity” is defined in Section 3.1.

“Adverse Action” means a current or pending criminal, civil, or administrative investigation, charges, indictment, or prosecution; discipline or conviction in the past five (5) years by any governmental, regulatory, or law enforcement agency in any jurisdiction for a violation of Applicable Laws; or any adverse or potentially adverse legal, ethical, governmental, or regulatory action or pending action related to Applicant/Accredited Entity’s business, including suspensions, probationary statuses, exclusions, debarments, reprimands, warning letters, consent agreements, and other adverse or potentially adverse communications from any governmental or regulatory agency.

“Affiliate” means a business entity that has a relationship with Applicant/Accredited Entity if, directly or indirectly, (a) one business entity holds an ownership interest in and/or controls or has the power to control the other business entity; or (b) a third party holds an ownership interest in and/or controls or has the power to control both of the business entities.

“Appeal” means the process by which an Applicant/Accredited Entity may contest a Notice of Cancellation.

“Applicable Laws” means all applicable federal, state, and local laws and regulations, pharmacy practice standards, and drug and device distributor practice standards.

“Applicant” is defined in Section 3.1.

“Application” means information submitted to or shared with NABP by an Applicant to an Accreditation Program during the Application Process.

“Application Process” means the process that begins with the submission of an Application to an Accreditation Program and continues until an Accreditation decision (not including any Appeal).

“Automatic Cancellation” means the immediate termination of an Application or Accreditation without right of appeal resulting from the occurrence of one of the triggering events specified in these T&C.

“Business Affiliate” means each outlet, partnership, authorized trading partner, and every other organization included in Applicant/Accredited Entity’s network involved in the dispensing, distribution, purchasing, or selling of drugs and/or devices.

“Cancellation” is action by NABP that terminates the Application or Accreditation of an Applicant/Accredited Entity.

“Compliance Reviews” may include, but are not limited to, licensure verification, policy and procedure and supplemental documentation review, on‑site surveys, personnel interviews, attestations of compliance, and general requests for additional Information.

“HIPAA” is defined in Section 6.4.

“Information” is documentation, materials, or any other information that Applicant/Accredited Entity provides or has previously provided to NABP or that NABP otherwise acquires or has previously acquired about Applicant/Accredited Entity, including, without limitation, Application, inspection, onsite survey, Compliance Reviews, and e‑Profile data.

“Management Level Staff” means staff authorized to make operational decisions for Applicant/Accredited Entity. This includes the executive management team, pharmacist-in-charge, designated representative, or senior staff responsible for operations, pharmacy practice, distribution, inventory, acquisition, or sales within an Applicant/Accredited Entity.

“Notice of Appeal” is defined in Section 7.7.

“Notice of Automatic Cancellation” is defined in Section 8.3.

“Notice of Cancellation” is defined in Section 7.4.

“Notice of Pending Cancellation” is defined in Section 7.3.

“Organizational Changes” is defined in Section 5.8.

“Owner” means a business or individual who holds an ownership interest in the Applicant/Accredited Entity, if it is not a publicly held organization.

“PHI” is defined in Section 6.4.

“Program Standards” means the most current version of the standards and other program requirements for each Accreditation Program.

“T&C” means the most current version of these Accreditation Program Terms & Conditions, as updated from time to time in NABP’s sole discretion.

“Termination” means, except as otherwise provided in these T&C, that these T&C are no longer binding with respect to a particular Applicant/Accredited Entity as a result of one of the events in Section 3.3.

“Verification Program” means a verification program offered by NABP; however, it does not include NABP’s Verified Pharmacy Program or inspection programs.

“Withdrawal” means a withdrawal of an Application by an Applicant or relinquishment of Accreditation by an Accredited Entity.

Section 3: General Terms

3.1           Agreement to Comply with T&C.  These T&C describe the obligations of the entity that applies to an Accreditation Program (“Applicant”) or is accredited by NABP (“Accredited Entity”). By applying to an Accreditation Program, Applicant/Accredited Entity agrees it is in compliance with the Program Standards and will comply with these T&C. Applicants/Accredited Entities are expected to visit NABP’s website frequently to view the most up-to-date version of these T&C. The most up-to-date version of these T&C will apply to any dispute between Applicant/Accredited Entity and NABP. Failure to comply with these T&C may result in Notice of Automatic Cancellation of Application/Accreditation or Notice of Pending Cancellation of Application/Accreditation, as applicable.

3.2           Term.  These T&C are effective upon initial Application and, as updated from time to time, will remain in force throughout the Application Process, Accreditation, and Appeal.

3.3           Termination.  The following acts will cause immediate Termination of these T&C:

3.3.1      NABP’s discontinuation, upon thirty (30) calendar days’ notice, of the applicable Accreditation Program.

3.3.2      Withdrawal of Application by Applicant or Withdrawal of Accreditation by Accredited Entity.

3.3.3      NABP’s Cancellation or Automatic Cancellation of Applicant’s Application or Accredited Entity’s Accreditation; except that these T&C will remain in effect through any Appeal of Cancellation undertaken by Applicant/Accredited Entity.

3.4           Effect of Termination. If an Application is pending at the time of Termination of these T&C, Applicant will immediately cease representations of having submitted an Application for Accreditation. If Accreditation is current at the time of Termination of these T&C, Accredited Entity will immediately cease representations of being Accredited and remove the NABP seal and trademarks from its website and from all other materials.

3.5           Terms of Service. The time required for Application review depends upon a variety of factors and may vary. NABP may use contractors and third parties to provide aspects of the Accreditation services. NABP provides no guarantees or warranties pursuant to these T&C. NABP’s provision of Accreditation does not constitute a warranty or an endorsement by NABP of Accredited Entity or its products, services, or operations or Accredited Entity’s compliance with any Applicable Law. NABP is not responsible for the decisions of third parties, including but not limited to decisions pertaining to licensure and regulatory, governmental, accreditation, and certification decisions.

3.6           Effect of Decision on Appeal. If an Applicant/Accredited Entity prevails on its Appeal, the Application or Accreditation, as applicable, continues as before. If Cancellation is affirmed on the Appeal, the Cancellation of the Application or Accreditation is affirmed, the files are closed, and the T&C are Terminated with respect to the Applicant/Accredited Entity.

Section 4: Representations and Warranties

Applicant/Accredited Entity represents and warrants as follows:

4.1           Compliance with Laws. Applicant/Accredited Entity complies with all Applicable Laws and will adhere to the most stringent law or regulation unless there is preemption.

4.2           Accurate and Truthful. All the information provided by Applicant/Accredited Entity to NABP is accurate, truthful, current, and complete.

4.3           Valid Legal Entity. Applicant/Accredited Entity is and will remain a valid legal entity existing and operating under the laws of its respective jurisdiction(s).

4.4           Licenses and Permits. Applicant/Accredited Entity and its employees and contractors hold (or, if disputed, NABP determines following review they are required to hold) all necessary licenses, registrations, authorizations, and permits to engage in its business operations. These licenses, registrations, authorizations, and permits are current and active.

4.5           Authority. The individual agreeing to these T&C on behalf of Applicant/Accredited Entity has the authority to bind Applicant/Accredited Entity to these T&C.

4.6           Disclosure of Affiliates and Business Affiliates. Applicant/Accredited Entity has fully disclosed in writing all Affiliates and Business Affiliates in its Application or, if an Accredited Entity, as designated by NABP. Any act or omission by an Affiliate that is contrary to the applicable Program Standards or these T&C shall be deemed or act or omission of the Applicant/Accredited Entity.

4.7           Disclosure of Adverse Actions. Applicant/Accredited Entity has fully disclosed to NABP all Adverse Actions involving itself, its Owners, any of its facilities (whether Accredited or not), its Affiliates, and Management Level Staff.

Applicants/Accredited Entities will notify NABP in writing immediately if their ability to make one of the representations and warranties in this Section 4 changes. A false representation or warranty may form the basis for a Notice of Automatic Cancellation of Application/Accreditation or Notice of Pending Cancellation of Application/Accreditation.

Section 5: Responsibilities of Applicants/Accredited Facilities

5.1           Program Standards. Applicant/Accredited Entity is responsible for demonstrating that it meets the applicable Program Standards at the time of Application, during the Application Process, and throughout Accreditation.

5.2           Adherence to NABP Guidance. Applicant/Accredited Entity will follow all NABP’s guidance concerning the Application Process, Accreditation, and Appeal, including but not limited to NABP policies, manuals, and guidance published on NABP’s website or provided during the Application Process, Accreditation, or Appeal.

5.3           Forms and Documents. Applicant/Accredited Entity will complete all forms required by NABP and supply any documentation and/or materials requested by NABP, including implementing items in any plan to resolve deficiencies, within the timeframes required by NABP.

5.4           Notification of Adverse Actions. To the extent allowed by law, Applicant/Accredited Entity will notify NABP within thirty (30) calendar days of becoming aware of any Adverse Action involving itself, its Affiliates, and it and its Affiliates’ Owners and Management Level Staff. Applicant/Accredited Entity will construe the definition of Adverse Action broadly and will default to disclosure when evaluating whether an action is possibly an Adverse Action.

5.5           Compliance Reviews. Applicant/Accredited Entity will cooperate in NABP’s conduct of Compliance Reviews. Applicant/Accredited Entity will timely respond to NABP requests and provide NABP reasonable access to its premises, records, and staff so that NABP may effectively conduct Compliance Reviews. The costs of Compliance Reviews will be borne by Applicant/Accredited Entity.

5.6           Good Faith. Applicant/Accredited Entity will engage in the Application Process, Accreditation, and Appeal in good faith. Examples of actions interfering with good faith participation include, but are not limited to, deceiving NABP, deceiving the public about the meaning and limitations of Accreditation, retaliating against an individual for communicating with NABP, recording calls with NABP without prior notification and NABP’s express written permission, disputing fees paid by credit card, intentionally refusing to comply with the applicable Program Standards, and continued non-compliance with applicable Program Standards following notice to Applicant/Accredited Entity.

5.7           Seal and Trademarks. Applicant/Accredited Entity will use NABP’s seal and trademarks strictly in accordance with NABP’s instructions and only for the purposes permitted by these T&C.

5.8           Organizational Changes. Applicants/Accredited Entities will notify NABP in writing within thirty (30) calendar days of occurrence of changes to its licensure or regulatory status or material business changes including but not limited to changes in location, name, pharmacist-in-charge, designated representative, designated representative supervisor, facility manager, critical equipment, types of compounding, compounding volume, distribution volume, customer base, sources of prescription drugs and/or devices, or significant remodeling, and will notify NABP in writing within thirty (30) calendar days of the effective date of a change in ownership or control and/or a bankruptcy or cessation in operations (collectively, “Organizational Changes”). Accreditation is neither automatically transferred to a new owner nor continued if Organizational Changes occur. NABP will determine the impact of Organizational Changes to the Application Process and Accreditation in accordance with these T&C and the policy Reporting Organizational Changes and Adverse Actions.

5.9           Fees. Applicant/Accredited Entity will pay all required fees for the applicable Accreditation Program Fee Schedule in U.S. dollars through the NABP website or another method approved by NABP. Applicant/Accredited Entity agrees that the submission of any invoice or the receipt of any payment under these T&C will not be conditioned upon NABP accepting terms or conditions that are not already set forth in these T&C. Applicant/Accredited Entity will not impose any fees upon NABP in connection with any particular method of providing an invoice to Applicant/Accredited Entity or receiving payment from Applicant/Accredited Entity. Applicant/Accredited Entity will not dispute fees paid by credit card. Additional services provided by NABP to Applicant/Accredited Entity will be charged to Applicant/Accredited Entity at a reasonable rate. No refunds will be provided except as specified in these T&C and/or applicable NABP policies, and in accordance with Generally Accepted Accounting Principles.

5.10        Consequences. Applicant/Accredited Entity’s failure to uphold the responsibilities in Sections 5.1, 5.2, 5.6, and 5.7 may form the basis for a Cancellation of Application/Accreditation. Applicant/Accredited Entity’s failure to uphold the responsibilities in Sections 5.3, 5.4, 5.5, 5.8, and 5.9 may form the basis for an Automatic Cancellation of Application/Accreditation.

Section 6: Information

6.1           Verification of and Request for Information. Applicant/Accredited Entity hereby provides NABP permission to verify with third parties Information provided by Applicant/Accredited Entity and to request additional relevant Information from third parties. Such verification and requests may occur at any time during the Application Process, Accreditation, and/or Appeal. Applicant/Accredited Entity releases such third parties from liability for providing Information to NABP in response to such a request.

6.2           Use of Information. NABP and its employees and contractors do not use or disclose Information except as permitted under these T&C and as required by Applicable Law. Applicant/Accredited Entity waives any claim against NABP for release of Information to a third party in accordance with these T&C.

6.2.1      NABP may use Information internally for any purpose.

6.2.2      NABP may use de-identified Information for any purpose.

6.2.3      NABP may disclose Information as required by Applicable Law.

6.2.4      NABP may make available Information at any time to Applicant/Accredited Entity’s regulators upon their request, or if NABP believes in good faith that Applicant or Accredited Entity or its trading partners are or have engaged in conduct that violates the law or there is a serious or imminent threat to public health.

6.2.5      NABP may make available Information to law enforcement agencies, local or federal, if NABP believes in good faith that Applicant/Accredited Entity or its trading partners are or have engaged in conduct that violates the law.

6.2.6      NABP may disclose Information to verify that another Applicant/Accredited Entity complies with Program Standards or Applicable Law limited as follows:

6.2.6.1           Supply chain or product sourcing;

6.2.6.2           Distribution or dispensing practices; or

6.2.6.3           Affiliate, Business Affiliate, or ownership interest.

6.3           Non-Disclosure.  Applicant and Accredited Entity agrees to hold in strict confidence and not to disclose any materials or information that NABP provides or discloses to Applicant/Accredited Entity that is not its own Information.

6.4           Patient Information. In accordance with the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), if Applicant/Accredited Entity is a Covered Entity as defined in HIPAA, a Business Associate Agreement (BAA) is required. The BAA outlines the access, use, and disclosure by NABP of Applicant/Accredited Entity’s protected health information (“PHI”). NABP does not unnecessarily collect or store PHI but may review or be exposed to PHI as part of the Application Process and/or Accreditation. If a BAA is required for the accreditation program, by Applicant/Accredited Entity agreeing to the Accreditation Terms & Conditions, it also agrees to the terms and conditions of the BAA.

Section 7: Cancellation with Opportunity to Appeal

7.1           Cancellation. Certain circumstances warrant Cancellation of Application or Accreditation. Except as described in Section 7.5 below, NABP will provide advance notice that Cancellation is pending. Applicants/Accredited Entities will be afforded an opportunity to appeal Cancellation.

7.2           Circumstances Warranting Cancellation of Application or Accreditation. The occurrence of any of the following may cause Cancellation of Applicant/Accredited Entity’s Application/Accreditation:

7.2.1      Applicant/Accredited Entity fails to meet or maintain compliance with applicable Program Standards;

7.2.2      Applicant/Accredited Entity is or becomes unable to make any of the representations and warranties required by Section 4 of these T&C;

7.2.3      Applicant/Accredited Entity fails to uphold the responsibilities in Sections 5.1, 5.2, 5.6, or 5.7 of these T&C;

7.2.4      Applicant/Accredited Entity, Owner, Affiliate, or Management Level Staff is criminally charged, indicted, or prosecuted for a violation of Applicable Laws, or NABP has reason to suspect, based upon creditable evidence, that Applicant/Accredited Entity, Owner, Affiliate, or Management Level Staff have violated Applicable Laws; or

7.2.5      Applicant/Accredited Entity is denied or loses a third‑party accreditation.

7.3           Notice of Pending Cancellation. Except as described in Section 7.5, upon determination that Cancellation is warranted under the grounds in Section 7.2, NABP will issue a notice of pending Cancellation (“Notice of Pending Cancellation”). The Notice of Pending Cancellation will include a written summary of the basis of Cancellation, including which Program Standards and/or requirements are not met if applicable, and offer Applicant/Accredited Entity the opportunity to resolve the issue(s) identified in the Notice of Pending Cancellation to NABP’s satisfaction within thirty (30) calendar days or Withdraw. Applicant may Withdraw at any time before or after receiving a Notice of Pending Cancellation, but no later than thirty (30) calendar days following the date of the Notice of Pending Cancellation. Applicant/Accredited Entity may reapply thirty (30) calendar days following Withdrawal, on the condition that with its reapplication Applicant/Accredited Entity provides NABP acceptable documentation that it has remedied the issue underlying the Notice of Pending Cancellation.

7.4           Notice of Cancellation. If Applicant/Accredited Entity does not resolve the issue(s) identified in the Notice of Pending Cancellation to NABP’s satisfaction within thirty (30) calendar days, NABP will provide written notice of cancellation of the Application or Accreditation (“Notice of Cancellation”). The Notice of Cancellation will include a written summary of the basis of Cancellation, including stating which Program Standards and/or requirements are not met if applicable. The record is closed once the Notice of Cancellation is issued.

7.5           Threats to Safety. NABP reserves the right to issue a Notice of Cancellation to an Applicant/Accredited Entity without first issuing a Notice of Pending Cancellation if it reasonably believes the safety of patients and/or the public to be threatened.

7.6           Effect of Notice of Cancellation. Except as otherwise provided in these T&C, cancellation is fully effective thirty (30) calendar days following the date of the Notice of Cancellation, unless Applicant/Accredited Entity chooses to Appeal. When Cancellation becomes effective, Applicants will immediately cease representations of having an active Application for Accreditation, and Accredited Entities will immediately cease representations of being Accredited and remove the NABP seal and trademarks from their website and all other materials. Applicant/Accredited Entity may Appeal as described in Section 7.7. If Applicant/Accredited Entity chooses not to Appeal, Applicant/Accredited Entity may reapply thirty (30) calendar days following Cancellation, on the condition that with its reapplication Applicant/Accredited Entity provides NABP acceptable documentation that it has remedied the issue underlying the Notice of Cancellation.

7.7           Appeal. Following the Notice of Cancellation, Applicant/Accredited Entity may choose to Appeal. To prevail on Appeal, the Applicant/Accredited Entity has the burden of proving that NABP (1) did not follow its established policies and/or procedures and/or made a substantive error, such as a factual error, mistake, or misinterpretation; and (2) that NABP’s failure to follow its established policies and/or procedures and/or NABP’s substantive error affected the outcome of the Accreditation decision. Costs of Appeal are borne by the Applicant/Accredited Entity. The Appeal will proceed as described in the Accreditation Appeals Policy. No new information or material will be considered on Appeal. Applicant/Accredited Entity has thirty (30) calendar days from the date of the Notice of Cancellation to provide NABP written notice of its intent to Appeal the Notice of Cancellation (“Notice of Appeal”). The Notice of Appeal will summarize the facts upon which the Appeal is based. If Cancellation is affirmed on Appeal, Applicant/Accredited Entity may reapply within thirty (30) calendar days of the date of the Appeal decision.

Section 8: Automatic Cancellation without Opportunity to Appeal

8.1           Automatic Cancellation. Certain events warrant Automatic Cancellation of Application/Accreditation. Because Automatic Cancellation is triggered by verifiable events not subject to dispute, Applicants/Accredited Entities do not have the right to appeal Automatic Cancellation; however, Applicants/Accredited Entities will be offered a limited opportunity to correct any factual errors.

8.2           Circumstances Warranting Automatic Cancellation of Application/Accreditation, Without Right of Appeal. The occurrence of the following are grounds for Cancellation of Applicant’s Application or Accredited Entity’s Accreditation automatically, without right of appeal:

8.2.1      Applicant/Accredited Entity fails to uphold the responsibilities in Sections 5.3, 5.4, 5.5, 5.8 or 5.9 of these T&C;

8.2.2      Felony conviction of an Applicant/Accredited Entity, Owner, Affiliate, or Management Level Staff;

8.2.3      Suspension or revocation of a license or registration or denial of a license or registration application associated with Applicant/Accredited Entity, unless the sole basis for the suspension, revocation, or denial is continuing education noncompliance;

8.2.4      Exclusion of Applicant/Accredited Entity from government health care program(s);

8.2.5      Cancellation of Applicant/Accredited Entity from another NABP program for a basis described in this Section 8.2; or

8.2.6      Any other circumstance that renders Applicant/Accredited Entity not or no longer eligible for the applicable Accreditation.

8.3           Automatic Cancellation Process. Upon determination that Automatic Cancellation is warranted under the grounds in Section 8.2, NABP will issue a Notice of Automatic Cancellation (the “Notice of Automatic Cancellation”). The Notice of Automatic Cancellation will state the grounds for the Automatic Cancellation with specificity. Automatic Cancellation is effective as of the date of the Notice of Automatic Cancellation. Applicant/Accredited Entity will have thirty (30) calendar days from the date of the Notice of Automatic Cancellation to provide acceptable documentation that the Notice of Automatic Cancellation was based solely on factual error. If Applicant/Accredited Entity provides acceptable documentation that the Notice of Automatic Cancellation was based solely upon factual error, Applicant/Accredited Entity’s prior status, and these T&C, will be reinstated retroactive to the date of Automatic Cancellation. Applicant/Accredited Entity may reapply thirty (30) calendar days following the date of Automatic Cancellation, provided that Applicant/Accredited Entity provides NABP acceptable documentation that it has remedied the issue underlying Automatic Cancellation.

8.4           Effect of Automatic Cancellation. Upon Automatic Cancellation, Applicants will immediately cease representations of having an active Application for Accreditation, Accredited Entities will immediately cease representations of being Accredited and remove the NABP seal and trademarks from their website and all other materials, and Termination of these T&C occurs.

Section 9: Indemnification, Waiver, and Limitation of Liability

9.1           Indemnification. Applicant/Accredited Entity agrees to indemnify, defend, and hold harmless NABP, its employees, agents, contractors, officers, and directors against all claims, losses, lawsuits, damages, and expenses, including, without limitation, reasonable attorneys’ fees, arising out of (a) any failure on the part of Applicant/Accredited Entity or its employees, agents, contractors, officers, and directors to comply with these T&C; (b) the sale, offer to sell, or provision of any product or service of or by Applicant/Accredited Entity or any of its Affiliates; or (c) the operations, practice of pharmacy or distribution, or other business activities of Applicant/Accredited Entity or any of its Affiliates. Applicant/Accredited Entity’s indemnification and defense obligation will survive the Termination of these T&C and will apply regardless of Applicant/Accredited Entity’s Application or Accreditation status.

9.2           Waiver. Applicant/Accredited Entity will not sue or seek to recover any damages from NABP, its employees, agents, contractors, officers, and directors as a result of NABP’s Cancellation or Automatic Cancellation of the Application or Accreditation of the Applicant/Accredited Entity.

9.3           Limitation of Liability. IN NO EVENT WILL NABP BE LIABLE TO APPLICANT/ACCREDITED ENTITY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE OR DAMAGES (SUCH AS LOST PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THE APPLICATION PROCESS, ACCREDITATION, APPEAL, OR THESE T&C, EVEN IF NABP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF NABP FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE APPLICATION PROCESS, ACCREDITATION, APPEAL, OR THESE T&C, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WILL BE THE TOTAL FEES PAID BY APPLICANT/ACCREDITED ENTITY TO NABP FOR THE ACCREDITATION PROGRAMS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST CLAIM.

Section 10: Miscellaneous

10.1           Assignment. These T&C are not assignable by Applicant/Accredited Entity without the prior written consent of NABP.

10.2           Entire Agreement. With the exception of any existing NABP accreditation, inspection, or Verification Program agreements or Business Associate Agreements between Applicant/Accredited Entity and NABP, these T&C, along with the attestations associated with the Accreditation Program Application, constitute the entire agreement relating to the subject matter hereof and supersede all prior and contemporaneous oral and written negotiations, commitments, and understandings with respect to the same subject matter. In the event of a conflict between these T&C and any of the documents listed above except BAA and Verification Program T&Cs, these T&C will control. In the event of a conflict between these T&C and a BAA on an issue related to the protection of health information, the terms of the BAA will control. In the event of a conflict between these T&Cs and Verification Program T&Cs, Verification Program T&Cs will control. In the event of a conflict between these T&C and Program Standards, the Program Standards will control.

10.3           Notices. All notices referred to in these T&C will be sent electronically to Applicant/Accredited Entity’s designated point of contact, at the email address provided in the NABP business e-Profile.

10.4           Independent Contractors. Nothing in these T&C will be construed to create a joint venture, partnership, or an employee‑employer or agency relationship between Applicant/Accredited Entity and NABP.

10.5           Choice of Law and Venue. The validity, interpretation, and performance of these T&C will be controlled and construed under the laws of the state of Illinois without reference to any conflict of laws principles. The courts located in Cook County, Illinois, will have jurisdiction over any dispute related to these T&C. All provisions contained in these T&C will extend to and are binding on Applicant/Accredited Entity and its respective successors and assigns. Applicant/Accredited Entity expressly waives all objections to the choice of law or personal jurisdiction of these courts and will not contest the choice of law or venue chosen for the hearing of the case.

10.6           Headings. The headings contained in these T&C are for the purpose of convenience only and are not intended to define or limit the contents of the provisions contained therein.

10.7           No Third‑Party Beneficiaries. Except as otherwise specified in these T&C, no individual or entity other than NABP and Applicant/Accredited Entity has any rights or remedies under these T&C.

10.8           Severability. The provisions of these T&C are severable. If any provision is determined by a court of competent jurisdiction or a governmental regulatory entity to be invalid or unenforceable, in whole or in part, that provision will be construed or limited in such a way as to make it enforceable. If such construction or limitation is impossible, the unenforceable provision will be stricken, and the remaining provisions of these T&C will remain valid and enforceable.

10.9           Waiver. The failure of NABP to exercise any of its rights regarding a breach of these T&C will not be deemed to be a waiver of such rights nor will the same be deemed to be a waiver of any subsequent breach.

10.10        Survival. The terms of these T&C that, by their nature, should survive Termination of the T&C, will survive any Termination of the T&C, including but not limited to Sections 6 (Information) and 9 (Indemnification, Waiver, and Limitation of Liability).