Healthcare Merchant Accreditation Terms and Conditions
Section 1: Introduction
The National Association of Boards of Pharmacy® (NABP®) Healthcare Merchant Accreditation program identifies, to the public and to federal and state regulatory bodies, entities that have demonstrated compliance with the applicable Healthcare Merchant Accreditation standards. The Accreditation Program’s standards, which may be updated from time to time at NABP’s sole discretion, are hereby incorporated by reference into these Healthcare Merchant Accreditation Program Terms and Conditions (“T&C”).
NABP’s accreditation programs, including Healthcare Merchant Accreditation, are designed to serve different purposes. Therefore, each program operates with its own unique policies, procedures, standards, and eligibility criteria. Accreditation in one program does not ensure approval, or even eligibility, in another.
Section 2: Definitions
“Accreditation” is a status conferred by NABP to successful Applicants of NABP’s Healthcare Merchant Accreditation program and remains valid while Applicant is enrolled in the Healthcare Merchant Accreditation program.
“Accreditation Program” means the Healthcare Merchant 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 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, Management Level Staff, or Affiliates, including, but not limited to, suspensions, probationary statuses, exclusions, debarments, reprimands, warning letters, consent agreements, and other adverse or potentially adverse communications from any governmental or regulatory agency.
“Affiliate” retains the meaning defined in the Healthcare Merchant Accreditation Standards.
“Appeal Process” means the process by which an Applicant/Accredited Entity may contest a Denial under Section 8.
“Applicable Laws” means all applicable federal, state, and local laws, regulations, regulatory guidance, healthcare professional practice standards, any other applicable professional practice standards. Where there is a conflict, the most stringent requirement applies, unless preempted.
“Applicant” is defined in Section 3.1.
“Application Information” means any information from an Applicant/Accredited Entity: submitted to the Accreditation Program through NABP’s initial intake application; shared with the Accreditation Program throughout the Application Process; or information shared with the Accreditation Program while maintaining Accreditation.
“Application Process” means the process that begins with the submission of an initial intake application to the Accreditation Program and continues until an Applicant receives notification that they have received Accreditation or has had its application Closed or Denied. The Application Process does not include the Appeal Process.
“Closure” is defined in Section 7.
“Control” means the possession, directly or indirectly, of power to direct or cause the direction of the management or policies of the Applicant/Accredited Entity.
“Denial” is defined in Section 8.
“Management Level Staff” means staff authorized to make operational decisions for Applicant/Accredited Entity. This includes, but is not limited to, any executive management team member, pharmacist-in-charge, medical director, designated representative, supervisor of the designated representative, or senior staff responsible for operations, professional practice, distribution, inventory, acquisition, or sales within an Applicant/Accredited Entity.
“Notice of Closure” is defined in Section 7.
“Notice of Denial” is defined in Section 8.
“Notice of Intent to Close” is defined in Section 7.
“Notice of Intent to Deny” is defined in Section 8.
“Notice of Noncompliance” is defined in Section 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.
“Program Standards and Requirements (PSR)” means, collectively, the most current version of the Healthcare Merchant Accreditation standards, eligibility requirements, and any other program requirement.
“T&C” means the most current version of these Healthcare Merchant 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.
Section 3: General Terms
3.1 Agreement to Comply with T&C.
These T&C describe the obligations of the entity that applies to the Healthcare Merchant Accreditation program (“Applicant”) or has received Accreditation by the Healthcare Merchant Accreditation program (“Accredited Entity”). By applying to the Healthcare Merchant Accreditation program or maintaining Accreditation with the Healthcare Merchant Accreditation program, Applicant/Accredited Entity represents and warrants that it is in compliance with the PSR and that it will comply with these T&C. The Applicant/Accredited Entity is 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 Closure or Denial, as described in Sections 7 and 8.
These T&C are effective upon Applicant acceptance and, as updated from time to time, will remain in force throughout the Application Process, the duration of Accreditation, and the Appeal Process.
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 Accreditation Program;
- 3.3.2 Closure or Denial of Applicant’s application or Accredited Entity’s Accreditation; except that these T&C will remain in effect through any Appeal Process; or
- 3.3.3 At any stage in the Application Process or while maintaining Accreditation, Applicant/Accredited Entity may withdraw from the Accreditation Program by notifying NABP in writing.
3.4 Effect of Termination.
Upon Termination of these T&C, Applicant/Accredited Entity will immediately cease representations of holding either: (A) an open application for Accreditation; or (B) Accreditation, and will 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, regulatory events, governmental actions, accreditation, payment processing, advertising, or certification.
3.6 Effect of Decision on Appeal.
If an Applicant/Accredited Entity prevails during its Appeal Process, the application or Accreditation, as applicable, continues as before. An Applicant prevailing during the Appeal Process does not result in Accreditation. If Denial is affirmed during the Appeal Process, the Denial of the Application or Accreditation is final 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.
4.2 Accurate and Truthful.
All the information provided by Applicant/Accredited Entity to NABP is accurate, truthful, current, and complete. False statements, acts of dishonesty, or intentional omissions by Applicant/Accredited Entity to NABP may be reported at NABP’s discretion to any appropriate regulatory body or government entity.
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, contractors, and Affiliates 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.
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 Complete Disclosure.
Applicant/Accredited Entity has fully disclosed in writing all requested information in its Application Information. Applicant/Accredited Entity will continue to fully disclose in writing all requested information going forward.
4.7 Notification Obligation.
The Applicant/Accredited Entity will notify NABP in writing immediately if its 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 Closure or Denial.
Section 5: Responsibilities of Applicant/Accredited Entity
5.1 Program Standards and Requirements.
Applicant/Accredited Entity is responsible for demonstrating that it meets the applicable PSR at the time of initial application, during the Application Process, and while maintaining Accreditation.
5.2 Adherence to NABP Guidance.
Applicant/Accredited Entity will follow all NABP’s guidance concerning the Application Process, maintaining Accreditation, and the Appeal Process, including but not limited to NABP policies, manuals, and guidance published on NABP’s website or provided during the Application Process, while maintaining Accreditation, or during the Appeal Process.
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 to NABP’s satisfaction, including implementing items in any plan to resolve deficiencies, within the timeframes required by NABP.
NABP may, in its sole discretion and at any time, require Applicant/Accredited Entity to undergo an onsite inspection, at Applicant/Accredited Entity’s sole expense. The onsite inspection may include, without limitation, documentation and records review, staff interview, product and inventory reviews, or a survey of Applicant/Accredited Entity’s operations or facility. NABP will determine the means of inspection and specific inspectors that will conduct the inspection. The Applicant/Accredited Entity is responsible for all costs and fees associated with the inspection, which must be paid prior to NABP scheduling the inspection. The inspection fee will be charged in addition to other Healthcare Merchant Accreditation fees charged by NABP. Applicant/Accredited Entity will comply with any request for inspection described above within a timeframe to be determined by NABP in its sole discretion.
5.5 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.
5.6 Good Faith.
Applicant/Accredited Entity will engage in the Application Process, maintaining Accreditation, and the Appeal Process 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; threatening NABP with litigation waived under these T&C; unprofessional conduct towards NABP, its employees, or contractors; intentionally refusing to comply with applicable PSR; and continued non-compliance with applicable PSR 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 brand requirements and only for the purposes permitted by these T&C.
5.8 .Pharmacy Domain Name Requirement.
After review, Applicant is required to purchase a .pharmacy domain name in order to acquire Accreditation. While holding Accreditation, an Accredited Entity must maintain an active .pharmacy domain name. At all times while holding Accreditation, the domain name must exclusively route to the content reviewed by the Accreditation Program. The .pharmacy domain may be used as the Accredited Entity’s primary website or it may be used to redirect users to the Accredited Entity’s primary website. Accredited Entity will use the .pharmacy domain name strictly in accordance with NABP’s brand requirements and only for the purposes permitted by these T&C.
5.9 Organizational Changes.
The Applicant/Accredited Entity will notify NABP in writing within thirty (30) calendar days of any changes to its licensure, regulatory status, or material business changes including, but not limited to: changes in location; business model; added products, services or offerings; names; Management Level Staff; material website content; offered service regions (eg, shipping into a new state); or new licensure. The Applicant/Accredited Entity will notify NABP in writing within thirty (30) calendar days of the effective date of a change in Owner or Control and/or a bankruptcy or cessation in operations (collectively, “Organizational Changes”). Accreditation is not transferable in the event of a change in Owner or Control. NABP will determine the impact of Organizational Changes to the Application Process and Accreditation in accordance with these T&C.
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 or applicable NABP policies, and in accordance with Generally Accepted Accounting Principles.
Applicant/Accredited Entity’s failure to uphold the responsibilities in Sections 5 may form the basis for Closure or Denial of Application/Accreditation.
Section 6: Information
6.1 Request for Information.
Applicant/Accredited Entity hereby provides NABP permission to request information from third parties regarding Applicant/Accredited Entity. These requests may occur at any time during the Application Process, after receiving Accreditation, and during an Appeal Process. Applicant/Accredited Entity hereby grants permission to any third party to comply with any information request and releases any third party from liability for providing information to NABP in response to such a request. Applicant/Accredited Entity will take all necessary steps to ensure third parties provide the information requested by NABP.
6.2 Use of Information.
Applicant/Accredited Entity waives any claim against NABP for release of information to a third party, including but not limited to member Boards of Pharmacy, regulatory agencies, law enforcement, and governmental authorities.
- 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 member Boards of Pharmacy, regulatory agencies, law enforcement, and/or governmental authorities.
- 6.2.5 NABP may disclose information to verify that another Applicant/Accredited Entity complies with PSR, the standards of any other NABP program, or Applicable Law when related to:
- 126.96.36.199 Supply chain or product sourcing;
- 188.8.131.52 Distribution or dispensing practices; or
- 184.108.40.206 Affiliate or ownership interest.
- 6.2.6 NABP may use public information for any purpose.
Applicant/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.
Section 7: Closure
Closure is an action by NABP that terminates the Application or Accreditation of an Applicant/Accredited Entity. Issues that result in Closure are generally verifiable events or fact patterns and are not subject to dispute. Applicants/Accredited Entities do not have the right to appeal Closure; however, in most circumstances, Applicants/Accredited Entities will be offered a limited opportunity to correct any factual errors.
7.2 Circumstances Warranting Closure of Application or Accreditation.
The occurrence of any of the following may cause Closure of Applicant/Accredited Entity’s application/Accreditation:
- 7.2.1 Applicant/Accredited Entity notifies NABP that it is unable to uphold its representations and warranties required by Section 4 of these T&C or notifies NABP of its affirmative breach or intent to affirmatively breach these T&C;
- 7.2.2 Applicant/Accredited Entity fails to uphold the responsibilities in Sections 4.6, 5.3, 5.4, 5.5, 5.7, 5.8, 5.9, 5.10, 5.11, or 6.3 of these T&C;
- 7.2.3 Applicant/Accredited Entity does not comply with Section 5.7 of these T&C in a way that is verifiable and not subject to dispute;
- 7.2.4 Applicant/Accredited Entity is denied, loses, or fails to maintain an accreditation relied on by the Accreditation Program;
- 7.2.5 Applicant/Accredited Entity notifies the Accreditation Program that it wishes to withdraw from the Accreditation Program.
- 7.2.6 Applicant/Accredited Entity is ineligible under the Accreditation program’s eligibility requirements; or
- 7.2.7 Cancellation of Applicant/Accredited Entity from another NABP program based on conduct, issues, or facts similar to those described in this Section 7.2 or 8.2.
7.3 Notice of Intent to Close.
With the exception of 7.2.4, 7.2.5, and 7.2.6, upon determination that Closure is warranted under the grounds in Section 7.2, NABP will issue a notice of intent to close (“Notice of Intent to Close”). The Notice of Intent to Close will include a written summary of the basis of Closure, including the specifics facts as applicable to the Applicant/Accredited Entity and offer Applicant/Accredited Entity the opportunity to resolve the issue(s) identified in the Notice of Intent to Close to NABP’s satisfaction within fourteen (14) calendar days or longer if permitted by NABP.
7.4 Notice of Closure.
If Applicant/Accredited Entity does not resolve the issue(s) identified in the Notice of Intent to Close to NABP’s satisfaction within fourteen (14) calendar days, or a Notice of Intent to Close is unnecessary under 7.3, NABP will provide written notice of Closure of the application or Accreditation (“Notice of Closure”). The Notice of Closure will include a written summary of the basis of Closure, including the specific facts as applicable to the Applicant/Accredited Entity.
7.5 Effect of Notice of Closure.
Except as otherwise provided in these T&C, Closure is fully effective immediately upon issuance of the Notice of Closure. When Closure becomes effective, Applicant will immediately cease representations of having an active application for Accreditation, and Accredited Entity will immediately cease representations of being Accredited and remove the NABP seal and trademarks from its website and all other materials. Closure places no restrictions on an entity’s ability to reapply to the Accreditation Program and is considered a neutral outcome.
Section 8: Denial
Denial is an action by NABP that terminates the Application or Accreditation of an Applicant/Accredited Entity. Issues that result in Denial are described in Section 8 and generally relate to the Applicant/Accredited Entity’s compliance with PSR (excluding the Eligibility Requirements), legal compliance, or acts of dishonesty. Except as described in Section 8.5, below NABP will provide advance notice prior to Denial. Applicants/Accredited Entities will be afforded an opportunity to appeal Denial.
8.2 Circumstances Warranting Denial of an Application or Accreditation.
Denial is warranted if NABP obtains information indicating, or information that leads NABP to suspect, in its sole discretion, that one of the following occurred:
- 8.2.1 Applicant/Accredited Entity has failed to meet or maintain compliance with applicable PSR (other than Eligibility Requirements); or
- 8.2.2 Applicant/Accredited Entity otherwise fails to uphold the responsibilities in Sections 5.1, 5.2, or 5.7 of these T&C.
8.3 Denial Process.
- 8.3.1 Notice of Noncompliance.
- Upon determination that Denial is warranted under the grounds in Section 8.2, NABP will issue a notice of noncompliance (the “Notice of Noncompliance”). The Notice of Noncompliance will describe the substantive reason(s) therefor and include supporting information. If Applicant/Accredited Entity does not respond to the Notice of Noncompliance within twenty one (21) calendar days, or does not provide sufficient information to resolve the matter to NABP’s sole satisfaction, NABP will issue a notice of intent to deny (the “Notice of Intent to Deny”).
- 8.3.2 Notice of Intent to Deny.
- Upon determination that Denial remains warranted under the grounds presented in the Notice of Noncompliance, NABP will issue a Notice of Intent to Deny. The Notice of Intent to Deny will describe the substantive reason(s) therefor and include supporting information. If Applicant/Accredited Entity does not respond to the Notice of Intent to Deny within twenty one (21) calendar days, or does not provide sufficient information to resolve the matter to NABP’s sole satisfaction, NABP will issue a notice of Denial (the “Notice of Denial”).
- 8.3.3 Notice of Denial.
- Upon determination that Denial is or remains warranted, NABP will issue a Notice of Denial. The Notice of Denial will describe the substantive reason(s) therefor and include supporting information. The Denial is effective as of the date of the Notice of Denial.
- 8.3.4 Denial Process Notices.
- Notices within the Denial process need not detail each issue or fact pattern that would be or could be dispositive. Although NABP will provide one or more specific examples of issues or fact patterns warranting Denial, NABP will not provide an exhaustive list. By way of example only: If an Applicant is licensed in good standing to practice pharmacy in one of four jurisdictions where its patients reside, NABP may state in a notice under the Denial process that the applicant is not licensed in good standing in each state where its patients reside and provide the specific example of California and provide a screen capture showing the applicant does not hold a license in California. Under this example, the Applicant must meet all licensing requirements, not merely resolve the licensure issue in California. When an Applicant successfully resolves a notice under the Denial process, it continues the Application Process. When an Accredited Entity successfully resolves a notice under the Denial process, it retains its Accreditation. However, on its own, a successful resolution of a notice under the Denial process does not result in an award of Accreditation and does not demonstrate compliance with all PSR.
8.4 Threats to Safety.
NABP reserves the right to issue a Notice of Denial without regard to the terms set forth in Section 8.3.1 and 8.3.2, if it reasonably believes the safety of patients or the public to be threatened. The Applicant/Accredited Entity will retain its ability to engage the Appeal Process.
8.5 Effect of Denial.
Upon Denial, Applicants will immediately cease representations of having an active application for Accreditation, Accredited Entities will immediately cease representations of holding Accreditation and remove the NABP seal and trademarks from its website and all other materials, and Termination of these T&C occurs. The Denied Applicant/Accredited Entity will be ineligible to reapply to the Accreditation Program for one (1) calendar year from the date of Denial, unless otherwise permitted by NABP. As a condition of eligibility, Denied Applicants bear the burden of demonstrating resolution of all issues listed in its previous Denial to NABP’s satisfaction.
Following Denial, the former Applicant/Accredited Entity (now referred to as the “Appellant”) may choose to initiate the Appeal Process. To prevail, the Appellant must demonstrate that NABP (1) did not follow its established policies and/or procedures and/or made a substantive error of fact; and (2) that NABP’s failure to follow its established policies and/or procedures and/or NABP’s substantive error of fact resulted in the Denial. Costs of Appeal are borne by the Appellant. The Appeal Process will proceed as described in the Healthcare Merchant Accreditation Appeals Policy. No new information or material will be considered during the Appeal Process. Appellant has thirty (30) calendar days from the date of the Denial to provide NABP written notice of its intent to initiate the Appeal Process (“Notice of Appeal”). The Notice of Appeal will summarize the facts upon which the appeal is based. If Denial is affirmed during the Appeal Process, Appellant will be ineligible to reapply for one (1) calendar year from the end of the Appeal Process.
Section 9: Indemnification, Waiver, and Limitation of Liability
Applicant/Accredited Entity agrees to indemnify, defend, and hold harmless NABP, its employees, agents, contractors, officers, and directors against all thirdparty 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 any profession (including, but not limited to, the practice of pharmacy, medicine, dentistry, or law), 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 status or Accreditation.
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 Accreditation, Denial, or Closure of any application or Accreditation.
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 PROCESS, 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 PROGRAM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST CLAIM.
Section 10: Miscellaneous
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 Business Associate Agreements (BAA) between Applicant/Accredited Entity and NABP, these T&C, along with the attestations associated with the Accreditation Program initial intake application and any subsequent attestations required by NABP, 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, 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&C and PSR, the PSR will control.
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 during the Application Process or updated thereafter in writing.
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.
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 Thirdparty 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.
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.
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.
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 Section 6 (Information), Section 9 (Indemnification, Waiver, and Limitation of Liability), Section 10 (Miscellaneous), and any Section 2 definitions that are utilized in the surviving terms.
October 1, 2022